TCR_Public/140307.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, March 7, 2014, Vol. 18, No. 65

                            Headlines

710 LONG RIDGE: Court Says Plan Confirmable if D&O Releases Nixed
ADT CORP: S&P Rates New $500MM Sr. Unsecured Notes 'BB-'
ADVANCED PHOTONIX: Reaches Deal with SVB to Waive Covenant Breach
AES CORP: Fitch to Rate $500MM Sr. Unsecured Notes 'BB'
AFFIRMATIVE INSURANCE: Board OKs Revised Stock Award Agreement

ALBERTSON'S LLC: S&P Revises Outlook to Stable & Affirms 'B' CCR
AMERICAN APPAREL: Receives NYSE MKT Listing Noncompliance Notice
AMERLINK LTD: Ch.7 Trustee May Waive Attorney-Client Privilege
AT EMERALD: Gem Owner Files for Chapter 11 in Reno
AT EMERALD: Section 341(a) Meeting Scheduled for March 31

ATLANTIC LTD: Indonesian Billionaire, Bondholders in Rescue Talks
AUTOMATED BUSINESS: Former Principal Wants PNC, Others Examined
AUTOMATED BUSINESS: PNC Bank Balks at Plan Exclusivity Extension
AUTOMATED BUSINESS: PNC Objects to Bid to Review Cash Use Order
BERNARD L. MADOFF: Lawyers Call Gov't Witness a 'Con Man'

BIRMINGHAM-SOUTHERN COLLEGE: Moody's Ups Rev. Bonds Rating to B3
CAESARS ENTERTAINMENT: S&P Puts 'CCC+' Rating on CreditWatch Neg.
CB3 ACQUISITIONS: Motion to Transfer Venue to Connecticut Filed
CHATHAM PARKWAY: Debtor, Bank Directed to Execute Loan Documents
CHICAGO H&S: Oaktree Wins Favorable Judgment in Pension Fund Rift

COLFAX CORP: S&P Revises Outlook to Positive & Affirms 'BB' CCR
CONSECO LIFE: A.M. Best Places FSR of 'B-' Under Review
COSO GEOTHERMAL: Fitch Affirms 'CC' Rating on $629MM Certificates
COUNTRY VILLA: Calif. Nursing Home Operator Files for Bankruptcy
CUBIC ENERGY: Delays Form 10-Q for Dec. 31 Quarter

DAVID MOLNER: Obtains Favorable Ruling in Bankruptcy Cases
DENALI FAMILY: Marletto Family LP Allowed $648K in Claims
DETROIT, MI: Defaults on Financial Obligation Payments to PFRS
DETROIT LOCAL DEVELOPMENT: S&P Revises Rating Outlook to Negative
DETROIT DOWNTOWN: S&P Lowers Revenue Bonds Rating to 'BB'

DEWEY & LEBOEUF: Top Former Executives Said to Face Charges
DOTS LLC: Argued with Committee Over Fast Sale Schedule
DUMA ENERGY: Now Trading Under New Symbol 'HECC'
E.H. MITCHELL: Court Okays Hiring of Richard Martinez as Counsel
EASTCOAL INC: Period to Make BIA Proposal to Creditors Extended

ELBIT IMAGING: Tel Aviv Stock Exchange OKs Restructuring
ELMS DUPLEXES: Voluntary Chapter 11 Case Summary
ELEPHANT TALK: Amends 2012 Form 10-K to Correct Auditor's Report
EMPRESAS INTEREX: United Surety Files Objection to Settlement
EMPRESAS INTEREX: Minor Correction in Reorganization Plan Approved

ESSENTIAL POWER: Moody's Lowers 1st Lien Debt Rating to B1
EVENT RENTALS: March 14 Hearing on Kurtzman Carson as Admin Agent
EVENT RENTALS: Taps Andrew Hinkleman of FTI Consulting as CRO
EVENT RENTALS: Wants to Employ White & Case as Bankruptcy Counsel
FLETCHER INT'L: United Community Banks Enters Into Settlement

FLEXCOIN INC: Bitcoin Bank Closes After Being Robbed by "Hackers"
FRIENDSHIP DAIRIES: Judge Denies AgStar's Bid to Dismiss Case
FRIENDSHIP DAIRIES: AgStar Asks Court to Reconsider Stay Order
GELT PROPERTIES: Eckert Withdraws as Committee's Counsel
GENERAL MOTORS: U.S. Increases Pressure Over Delay in Auto Recall

GOLDKING HOLDINGS: Panel Hires Brinkman Portillo as Counsel
GOODYEAR TIRE: S&P Revises Outlook to Positive & Affirms 'BB-' CCR
GREAT HEARTS: Fitch Affirms 'BB' Rating on $16.4MM Revenue Bonds
GREEN FIELD ENERGY: Examiner Hires Hogan Firm as Counsel
GREEN FIELD ENERGY: Wants to Access Shell's Cash Collateral

GULF COLORADO: Court Declares Asset Sold to HOTTR Free of Liens
HARI RAM: Barred From Using Magnolia Portfolio's Cash Collateral
HIGHWAY TECHNOLOGIES: Court OKs McCarter & English as Counsel
HOSPITALITY STAFFING: Can Change Case Caption After Sale
HOSPITALITY STAFFING: Wants to File Chapter 11 Plan Until April 28

IN PLAY: Plan & Disclosure Statement Amendments Due Today
INFINIA CORP: Court Approves Liquidating Plan Disclosures
INFINIA CORP: Gets Court Approval to Purchase Run-Off Coverage
INFINIA CORP: Seeks to Employ Deloitte as Special Counsel
INTELLIPHARMACEUTICS INT 'L: Incurs US$11.5MM Net Loss in 2013

ISC8 INC: Incurs $513,000 Net Loss in Dec. 31 Quarter
JAMESPORT DEVELOPMENT: Court Okays LaMonica Herbst as Counsel
JAMES E. COFIELD: Cadles of Grassy Meadows' Suit Goes to Trial
JEH COMPANY: May Sell Equipment Pledged to Wells Fargo
JEH COMPANY: Frost Bank Balks at Adequacy of Plan Outline

KAHN FAMILY: Hearing on Access to Cash Continued to March 28
KAHN FAMILY: Plan Outline Hearing Continued Until March 28
KASPER LAND: Proposes Kinkead as Bankruptcy Counsel
KEMPER CORP: A.M. Best Assigns 'bb+' Rating on $150MM Debentures
KEYWELL LLC: Court Approves Rust Omni as Claims & Noticing Agent

KEYWELL LLC: Gets Court Approval to Name to "SGK Ventures"
LAKESIDE CASINO: Manager Liable for Improper Wage Withholding
LANDS' END: Moody's Assigns B1 CFR & B1 Rating on $515MM Debt
LG-TR-CI: Case Summary & 20 Largest Unsecured Creditors
LL MURPHREY: Dispute Over Guaranty Remanded to State Court

LOFINO PROPERTIES: U.S. Trustee, Creditor Balk at Counsel Hiring
LONG BEACH MEDICAL: Proposes Garfunkel Wild as Counsel
LONG BEACH MEDICAL: Final Hearing on $4.5MM Loan on March 10
LONG BEACH MEDICAL: Monday Hearing on Sale of Most Assets
LONGVIEW POWER: Plan Confirmation Hearing on Monday

LOS GATOS HOTEL: Must Hire Broker to Market Hotel
LUCAS ENERGY: Receives NYSE MKT Listing Noncompliance Notice
M/I HOMES: Fitch Puts 'B+/RR3' Rating to $200MM Credit Facility
MARTIFER SOLAR: US Trustee Forms Five-Member Creditor's Panel
MATTAMY GROUP: Moody's Assigns B1 Rating on $100MM Add-on Notes

MERRILL COMMUNICATIONS: Moody's Alters Outlook to Positive
MF GLOBAL: Customers to Be Paid in Full After Corzine Loses
MGM RESORTS: Incurs $38.3 Million Net Loss in Fourth Quarter
MILAGRO OIL: S&P Withdraws 'D' Corporate Credit Rating
MINI MASTER: Hires Pietrantoni Mendez as Special Counsel

MINI MASTER: Seeks Court Approval to Hire Jesus Nieves as Auditor
MINI MASTER: Hires Jose Andino as Debt Collection Counsel
MONARCH COMMUNITY: Banc Fund Stake at 9.8% as of Dec. 31
MOSS FAMILY: Wants to Hire Beachwalk Realty as Broker
MT. GOX: Mizuho Pushed to End Dealings with Bitcoin Exchange

MT. GOX: Plaintiffs in Class Suit Seek to Freeze U.S. Assets
MT. LAUREL LODGING: Wins Court OK to Hire Pinnacle as Appraiser
NAVISTAR INTERNATIONAL: Reports $248MM First Quarter Loss
NEW CENTURY TRS: Cromwell's $2 Million Claim Untimely
NEW PLAN LEARNING: Fitch Affirms 'BB-' Rating on $33MM Rev. Bonds

NPS PHARMACEUTICALS: Incurs $13.5 Million Net Loss In 2013
ORCKIT COMMUNICATIONS: Holders Seek Stay of Proceedings
OVERSEAS SHIPHOLDING: Court Approves Deloitte FAS as Accountant
OXYSURE SYSTEMS: Sinacola Stake at 7.9% as of Feb. 14
PHI INC: Moody's Rates New $500MM Senior Unsecured Notes 'B2'

PHI INC: S&P Raises Corp. Credit Rating to 'BB-'; Outlook Stable
PLAZA HEALTHCARE: 17 Affiliates File Chapter 11 Petitions
PONCE DE LEON: Amending Cash Collateral Budget
PRESIDIO INC: S&P Affirms 'B+' Corp. Credit Rating; Outlook Stable
QUANTUM FOODS: Hires BMC Group as Administrative Advisor

QUANTUM FOODS: Has Interim OK to Pay Up to $3MM for Vendor Claims
RADIOSHACK CORP: Offers Bonuses to Retain Execs During Turnaround
REEVES DEVELOPMENT: Court Denies IberiaBank's Case Conversion Bid
REEVES DEVELOPMENT: Court Approved Amended Disclosure Statement
RESIDENTIAL CAPITAL: U.S. Attorney Gets Transcripts From Examiner

RITE AID: Expands Distribution Agreement with McKesson
RIVER VALLEY DAIRY: Case Summary & 20 Largest Unsecured Creditors
ROAD INFRASTRUCTURE: Moody's Cuts CFR to B1 & Rates New Debt B1
RUTH JONES: Inaction Prompts Judge to Dismiss Appeal Over Sale
SBARRO LLC: Preparing to File for Bankruptcy Protection

SCHOOL SPECIALTY: Posts Net Loss of $30.1MM in Q3 Fiscal 2014
SEDONA DEVELOPMENT: Seeks Entry of Final Decree Closing Cases
SENTINEL MANAGEMENT: Says BNY Mellon Ignored Appeals Court
SEVEN ARTS: Delays Form 10-Q for Dec. 31 Quarter
SFX ENTERTAINMENT: S&P Assigns 'B-' CCR; Outlook Negative

SOLOMONS ONE: Assignment of Contract Rights Not Valid
SPRINGLEAF HOLDINGS: S&P Revises Outlook to Pos. & Affirms B- ICR
SPIRIT AEROSYSTEMS: Moody's Rates $540MM Secured Term Loan 'Ba1'
STAFFORD MANAGEMENT: Case Summary & 11 Unsecured Creditors
STEAK N SHAKE: Moody's Assigns 'B2' Corp. Family Rating

STELERA WIRELESS: Taps HSPG & Associates as Tax Provider
STERLING BLUFF: Court Approves Hiring of Stone & Baxter as Counsel
SWA BASELINE: Court Approves Engelman Berger as Counsel
SWJ HOLDINGS: Management Unit Files for Chapter 11 in Delaware
SWJ HOLDINGS: Bankruptcy Filing Improper, Owners Allege

TENET HEALTHCARE: Moody's Rates $400MM Sr. Secured Notes 'B3'
TENET HEALTHCARE: S&P Assigns 'CCC+' Rating to $600MM Notes
TENNESSEE METAL WORKS: Case Summary & 20 Top Unsecured Creditors
TRANS ENERGY: Presented at The Oil & Services Conference
TRANS ENERGY: Mark Woodburn Holds 7.2% Equity Stake

TRANS ENERGY: Clarence Smith Stake at 9.2% as of Dec. 31
TRAVELPORT LLC: Moody's Affirms 'Caa1' Corp. Family Rating
TRAVELPORT HOLDINGS: S&P Lowers CCR to 'SD' on Debt-To-Equity Swap
TRONOX LTD: Names Richard Muglia as General Counsel
UNIFIED 2020: Chapter 11 Trustee Can Hire Litzler as Accountant

UNIFIED 2020: Chapter 11 Trustee Taps CBRE as Real Estate Broker
UNIFIED 2020: Taps Terracon to Conduct Property Assessment
USEC INC: Uranium Supplier Files for Bankruptcy
USEC INC: Case Summary & 20 Largest Unsecured Creditors
VERTIS HOLDINGS: Can Sell Medina Property for $200K to Smith Road

VERTIS HOLDINGS: ACG Can Sell Stevensville, Ontario Property
VERTIS HOLDINGS: Atlanta Property to Be Auctioned Off Monday
ZALE CORP: To be Acquired by Signet in a $1.4 Billion Deal
ZBB ENERGY: Obtains NYSE MKT Listing Compliance Period Extension

* Lawyer Disqualification Waived by Three-Year Wait

* Bankruptcies Down 13% in 2014 From Previous Year
* Junk-Bond Covenant Quality Improves on Lower Volume in January

* Milwaukee's Pamela Pepper Nominated for District Court
* Lifland Eulogized as Iconic for Decades on Bench

* BOOK REVIEW: PANIC ON WALL STREET: A History Of America's
               Financial Disasters


                             *********

710 LONG RIDGE: Court Says Plan Confirmable if D&O Releases Nixed
-----------------------------------------------------------------
Bankruptcy Judge Donald H. Steckroth in New Jersey said Wednesday
he will confirm the First Amended Joint Plan of Reorganization
filed by 710 Long Ridge Road Operating Company II LLC and its
affiliated debtors if the Plan is modified to eliminate proposed
third party releases to certain of their managers, directors,
officers, and employees.

The judge said the Plan meets and satisfies the requirements for
confirmation mandated by Section 1129 of the Bankruptcy Code
except for the third-party non-Debtor releases and injunctions
accorded to managers, directors, or employees of any of the
Debtors, Care One, Care Realty, HealthBridge, and the Affiliated
Landlords, including but not limited to Victor Matthew Marcos, A.
Albert Lugo, and Daniel E. Straus.

"The record is devoid of proof the individuals seeking to be
released have made a necessary contribution toward funding the
Plan and, even under the extreme circumstances of this case,
without such demonstration, the proposed releases to managers,
director, officers, or employees is not warranted and cannot be
approved. The Plan as currently filed cannot be confirmed if
nonconsensual third-party releases are given to the defined
individuals.  The Plan must be modified to eliminate the
individuals from the entities being released if Debtors wish to
have their Plan confirmed by the Court," Judge Steckroth said.

A copy of the Court's March 5, 2014 Opinion is available at
http://is.gd/H7L9Stfrom Leagle.com.

                      Company Statement

Five Connecticut health care centers (Centers) managed by
HealthBridge Management LLC on March 5 disclosed that the U.S.
Bankruptcy Court for the District of New Jersey in Newark has
agreed to confirm, with limited modifications, the Centers'
Chapter 11 Plan of Reorganization.

"The Plan proposes a reasonable opportunity to reorganize Debtors'
finances, pay creditors a meaningful distribution and,
importantly, in my view, continued employment for 1,100 workers
who care for the elderly and will receive $175 million in wages
and benefits over the four years of the Plan."

This culminates a year-long process for the Centers to restructure
their labor costs and other obligations and ensure that the
Centers could obtain a competitive cost structure that would allow
them to continue to provide quality long-term nursing care for the
elderly in Connecticut.  The Plan provides for the combination of
concessions and a cash infusion of approximately $67 million from
affiliated entities, and was accepted by the overwhelming majority
of the Centers' creditors.

In agreeing to confirm the modified Plan, the Court overruled the
objection of The New England Health Care Employees Union, District
1199 (SEIU, District 1199) and the National Labor Relations Board,
and paved the way for the Centers to emerge from bankruptcy in the
coming days.  In finding that the Plan was reasonable the Court
noted, "the Plan proposes a reasonable opportunity to reorganize
Debtors' finances, pay creditors a meaningful distribution and,
importantly, in my view, continued employment for 1,100 workers
who care for the elderly and will receive $175 million in wages
and benefits over the four years of the Plan."

"We are pleased that the Court has agreed to confirm our Chapter
11 Plan with limited modifications clearing the way for us to
officially exit bankruptcy, hopefully by the end of this week,"
said HealthBridge spokesman Ed Remillard.  "We will exit
bankruptcy having gained relief from unsustainable and restrictive
SEIU labor agreements that have hamstrung the Centers' flexibility
and competitiveness.  Under the Plan, the Centers will have a
competitive and durable cost structure and the Centers will be
well-positioned to serve the needs of our patients, maintain our
1,100 employees and compete successfully in Connecticut."

Under the Plan, the Centers' creditors are entitled to a recovery
of up to 75 percent on their claims and there will be no
disruption in operations or services.  "Throughout this process,
we have made the continued high quality care of our residents our
top priority, and we are pleased that the Chapter 11 proceedings
have had no adverse effect on our patient care, relations with
physicians or any other of the Centers' normal operations," said
Mr. Remillard.  "The financial commitments and undertakings that
the Centers and their affiliates have made under the Plan
demonstrate that the continued excellent care and safety of the
Centers' residents remains paramount," he said.

The bankruptcy plan pertains only to the five unionized
Connecticut Centers and does not apply to the other health care
centers managed by HealthBridge Management, LLC.  Each of the five
centers is a sub-acute and long-term nursing care facility for the
elderly in Connecticut.  The facilities are: Long Ridge of
Stamford, Newington Health Care Center, Westport Health Care
Center, West River Health Care Center, and Danbury Health Care
Center.

The Chapter 11 filing was made in U.S. Bankruptcy Court for the
District of New Jersey.

                       About the Centers

The five Centers provide long-term care and short-term
rehabilitation services. For long term care residents who have
medical needs, the Centers provide 24-hour-a-day nursing care,
nutritional monitoring and planning, medication management and
personal care.  For individuals in need of nursing and/or
rehabilitation services following a recent hospitalization for
orthopedic surgery, stroke, oncology care, cardiac care, general
surgery and other diagnoses, the Centers offer medical and
physical rehabilitation including physical, occupational and
speech therapy, rehabilitative nursing and physician directed
rehabilitation plans, IV therapy, wound care and other services.

          About 710 Long Ridge Road Operating Company II

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

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

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

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

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

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

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


ADT CORP: S&P Rates New $500MM Sr. Unsecured Notes 'BB-'
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating to Boca Raton, Fla.-based ADT Corp.'s new $500 million
senior unsecured notes, with a recovery rating of '3', indicating
its expectation of meaningful (50%-70%) recovery in the event of a
payment default.

Proceeds from the notes will be used primarily to repay the
outstanding amount under ADT's revolving credit facility,
repurchase outstanding shares of its common stock, and for general
corporate purposes.

The use of proceeds is consistent with the company's financial
policy announced in July 2013, which over time will result in
leverage of 3.0x (corresponding to Standard & Poor's adjusted
leverage around the mid-5x area).

The 'BB-' corporate credit rating on ADT is indicative of its
"satisfactory" business risk profile and "highly leveraged"
financial risk profile.  Pro forma for the proposed issue,
Standard & Poor's adjusted leverage as of Dec. 31, 2013 will be
around 5x.

RATINGS LIST

The ADT Corp.
Corporate Credit Rating           BB-/Stable/--

New Rating

The ADT Corp.
$500 million notes
Senior Unsecured                  BB-
  Recovery Rating                  3


ADVANCED PHOTONIX: Reaches Deal with SVB to Waive Covenant Breach
-----------------------------------------------------------------
Advanced Photonix, Inc. on March 6 disclosed that it has reached
an agreement with each of Silicon Valley Bank and Partners for
Growth III, L.P. to waive past covenant violations under the
Company's respective loan and security agreements with SVB and PFG
and, subject to certain terms and conditions, provide for an
extension of the line of credit under the SVB Loan Agreement
through May 31, 2014.  The Company plans to continue discussions
with SVB to extend the line of credit beyond May 31, 2014 based on
the Company's future business conditions.

The Amendments provide for:

Richard Kurtz, President and CEO commented, "We are pleased to
have come to agreement with both Silicon Valley Bank and Partners
for Growth, both of which have a rich history of working with
growing high technology businesses like API.  We would like to
thank Silicon Valley bank and Partners for Growth, both for their
deep understanding of the high technology market and for their
commitment to API in particular."

                  About Advanced Photonix, Inc.

Based in Ann Arbor, Mich., Advanced Photonix Inc. .(R)
(nyse mkt:API) -- http://www.advancedphotonix.com-- engages in
the development and manufacture of optoelectronic devices and
value-added sub-systems and systems.


AES CORP: Fitch to Rate $500MM Sr. Unsecured Notes 'BB'
-------------------------------------------------------
Fitch Ratings expects to assign a 'BB' rating to The AES
Corporation's (AES; Issuer Default Rating 'BB-', Outlook Stable)
$500 million of senior unsecured notes due in 2024.  These notes
will rank pari passu with other senior unsecured debt of AES.
Proceeds from the debt issuance, along with cash on hand, will be
used to fund concurrent tender offers on AES' outstanding senior
notes, including those due in 2017.  The Rating Outlook for AES is
Stable.

The Stable Outlook for AES reflects diversity and quality of cash
flows from its regulated and long-term contracted electricity
generation businesses.  The company also benefits from a
sufficient liquidity position, manageable debt maturities through
2017, and its ability to support and manage a rising capital
expenditure at its key subsidiaries in the U.S. and Chile.
Fitch's main credit concerns include geopolitical risks adversely
affecting its cash flow profile, structural subordination of
recourse only debt, and high parent-level leverage.  AES' cash
flows are subordinated to substantial levels of project debt and
other covenants and restrictions typical in project level
financing.

Key Rating Drivers:

Deleveraging Critical to Maintain Credit Ratings: Fitch expects
AES to continue to deleverage in absolute terms and this is a key
rating driver for the assigned IDR.  Fitch expects proceeds from
the future sale of non-core assets will be used to proportionally
reduce the parent-level recourse debt as the future expected cash
flow from new projects will lag and remain low due to the expected
low power price environment.

Continuous Exit from Non-Core Markets: In affirming the IDR, Fitch
assumed that the company will continue to divest its non-core
businesses and exit non-core regions.  The company sold a number
of non-core projects for over $1.4 billion in proceeds since 2011
and Fitch expects AES to continue to improve its credit and
business risk profile by exiting non-core markets and narrowing
its investment focus in terms of geographical diversity.

Reduced Cash Flow: Large capital expenditures will be required in
select portfolio investments including Indianapolis Power & Light
(IPL) and internationally, in Chile and Asian subsidiaries.  AES
will likely downstream equity as well as face reduced upstream
distributions through 2015.  The stress on credit metrics during
construction period is manageable.

Sovereign Credit Risks: AES has a broad exposure to international
markets including sub-investment grade countries, exposing cash
flows to various risk factors.  These risks are common in emerging
economies where state finances and the property rights are weak
and currency conversions and capital flows can be restricted.  A
large portfolio of investments across many markets reduces this
exposure risk.

Moderate Financial Profile: Fitch analyzes AES as a holding
company on a deconsolidated basis with respect to its cash flows
and the recourse debt levels.  Fitch uses adjusted parent
operating cash flows (APOCF), a non-GAAP measure, with its
emphasis on dividends received and return on capital, to analyze
AES' credit metrics.  This approach, similar to the method used by
AES' lenders in financial covenants, recognizes that the
subsidiaries are encumbered by debt that is structurally superior
to the debt of the corporate parent.  The residual subsidiary cash
flow available for upstream dividends and distributions has
greater volatility than the direct cash flow of the operating
subsidiaries, and may be subject to payment restrictions under
subsidiary debt covenants, corporate by-laws, or national laws.
Fitch expects AES' APOCF-to-recourse debt to be between 16%-18%
over next two years and is moderately below Fitch's guideline
metrics of 18% for its current IDR of 'BB-'.

Rating Sensitivities

Positive: An upgrade of AES is considered unlikely over the 2014-
2016 time horizons given the heavy investment cycle at several of
its key subsidiaries.

Negative: Future developments that may, individually or
collectively, lead to negative rating action include:

   -- An aggressive leveraged growth strategy.

   -- A sustainable material reduction in dividends received from
      subsidiaries.

   -- Material decline in the quality of its cash flow due to
      increased geopolitical risks in the countries AES has
      significant exposure.

   -- An aggressive shareholder distribution policy increasing
      leverage and constraining interest coverage on a sustainable
      basis.


AFFIRMATIVE INSURANCE: Board OKs Revised Stock Award Agreement
--------------------------------------------------------------
The Compensation Committee of the Board of Directors of
Affirmative Insurance Holdings, Inc., approved a revised form of
restricted stock award agreement to be used in connection with
certain restricted stock grants to be issued under the Company's
2004 Amended and Restated Stock Incentive Plan.

Under the form of Restricted Stock Award Agreement, provided the
Grantee continues to provide Continuous Service to the Registrant
or any affiliate, one hundred percent of the restricted stock
award will vest on Feb. 12, 2017.

Notwithstanding the foregoing, the restricted stock award will
immediately vest and become free of all restrictions in the event
the Company terminates the grantee's employment other than for
cause or the grantee terminates employment for good reason.
Additionally, if the grantee's employment agreement is not renewed
at expiration, the restricted stock award will vest to the extent
and only to the extent provided in Section 2(b) of the grantee's
employment agreement.

Each grantee under a Restricted Stock Award Agreement will be
eligible to exercise voting rights with respect to shares of
restricted stock issued thereunder.  Grantees of restricted stock
under a Restricted Stock Award Agreement will not be eligible to
receive cash dividends paid on the restricted stock unless and
until those shares of restricted stock fully vest.

On Feb. 12, 2014, the Compensation Committee of the Company's
Board of Directors approved the following restricted stock award
grants to Michael J. McClure, the Company's principal executive
officer, Earl R. Fonville, the Company's principal financial
officer, and Joseph G. Fisher, the Company's other named executive
officer:
                                            Number of Restricted
Name and Position                              Shares Issued
-----------------                           --------------------
Michael J. McClure, CEO                       250,000
Joseph G. Fisher, President and COO               147,000
Earl R. Fonville, EVP & CFO                   75,000

All of the foregoing shares of restricted stock were issued in
accordance with the terms and conditions of the Plan and were
evidenced by the Company and each of Messrs. McClure, Fonville and
Fisher in separate Restricted Stock Award Agreements.

                      About Affirmative Insurance

Addison, Tex.-based Affirmative Insurance Holdings, Inc., is a
distributor and producer of non-standard personal automobile
insurance policies for individual consumers in targeted geographic
markets.  Non-standard personal automobile insurance policies
provide coverage to drivers who find it difficult to obtain
insurance from standard automobile insurance companies due to
their lack of prior insurance, age, driving record, limited
financial resources or other factors.  Non-standard personal
automobile insurance policies generally require higher premiums
than standard automobile insurance policies for comparable
coverage.

The Company's balance sheet at Sept. 30, 2013, showed $386.03
million in total assets, $476.73 million in total liabilities and
a $90.70 million total stockholders' deficit.

"At December 31, 2012, the Company's history of recurring losses
from operations, its failure to comply with the Financial
Covenants in its senior secured credit facility, its failure to
comply with the Illinois Department of Insurance reserve
requirement, and substantial liquidity needs the Company would
face when the senior secured credit facility was set to expire in
January 2014 raised substantial doubt about the Company's ability
to continue as a going concern," the Company said in the quarterly
report for the period ended Sept. 30, 2013.


ALBERTSON'S LLC: S&P Revises Outlook to Stable & Affirms 'B' CCR
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on the
Boise, Idaho-based Albertson's LLC to stable from negative.  At
the same time, S&P affirmed all the ratings, including the 'B'
corporate credit rating and 'BB-' senior secured issue-level
rating.  The senior secured recovery rating remains '1', which
indicates S&P's expectations of a very high (90%-100%) recovery of
principal in the event of payment default.

"The outlook revision comes as the company's sales and profit
trajectory improved materially in the third quarter of fiscal 2013
(ended November 2013), and we expect a similar trend in the fourth
quarter (ended February 2014) and into fiscal 2014 (ending
February 2015).  In the first half of last year, the company's
strategy was to improve the quality of perishable offerings and
make price investments at the supermarkets previously acquired
from SUPERVALU Inc. in March 2013," said credit analyst Charles
Pinson-Rose.  "This strategy has mostly been effective as same-
stores sales increased in the mid-single-digit range in the third
quarter, and we expect a comparable increase when the company
reports fourth quarter results."

The stable rating outlook incorporates S&P's view that the
company's improved sales growth should continue over the next
year, given the recent change in the performance trajectory.
Moreover, gross margins and EBITDA should also improve as the
company does not have to incur various costs associated with its
turnaround plan in 2014 and can manage cost more effectively going
forward.  Nonetheless, S&P expects credit ratios to be indicative
of highly leveraged financial risk profile, with adequate
liquidity.

Upside scenario

S&P do not expect to consider a higher rating over the near term,
as its baseline performance expectations already factor in
meaningful profit growth over the next year.  S&P could consider a
higher rating if it expected the company to improve leverage to
below 5x and consistently generate excess cash flow.  Forecasted
EBTIDA for 2014 would need to be at least 15% higher than S&P
currently forecasts for the company to reach this threshold.  In
addition, S&P would need to believe the company's financial
policies, as dictated by its financial sponsor, would sustain any
improved credit ratios.

Downside scenario

S&P would consider a lower rating if the company maintained
leverage in the high-6x area.  S&P expects this could occur if the
company's EBITDA only grew in the single-digit area over the next
year and did not reduce debt materially.


AMERICAN APPAREL: Receives NYSE MKT Listing Noncompliance Notice
----------------------------------------------------------------
On February 28, 2014, American Apparel, Inc. received a letter
from the NYSE MKT LLC stating that the Company is not in
compliance with the continued listing standards of the Exchange
set forth in Section 1003(a)(iv) (financial impairment) of the
NYSE MKT LLC Company Guide.  In order to maintain its listing, the
Company must submit a plan of compliance by March 21, 2014
addressing how it intends to regain compliance with Section
1003(a)(iv) of the Company Guide by April 15, 2014.  If the plan
is accepted, the Company may be able to continue its listing but
will be subject to periodic review by the Exchange.  If the plan
is not accepted but the Company is not in compliance with the
continued listing standards by April 15, 2014, or if the Company
does not make progress consistent with the plan, the Exchange will
initiate delisting procedures as appropriate.

The Exchange's notice has no immediate effect on the listing of
the Company's common stock on the Exchange.  The Company's
management is pursuing options to address the Company's financial
requirements and intends to submit such a plan on or before the
deadline set by the Exchange.

                Preliminary 2013 Financial Results

American Apparel on March 6 provided information with respect to
the following:

Preliminary 2013 Financial Results (Unaudited)

2014 Sales and EBITDA Guidance

Preliminary Sales Results for February 2014

Receipt of Noncompliance Notice from NYSE MKT

Preliminary 2013 Financial Results

Preliminary unaudited financial results for 2013 are as follows:

Sales:

Net sales of $634 million, an increase of 3%.

Comparable store sales including online sales, an increase of 3%.

Wholesale net sales of $180.7 million, an increase of 4%.

Adjusted EBITDA:

The Company estimates for the year ended December 31, 2013
adjusted EBITDA will be between $7 million to $9 million as
compared to $36.6 million for the year ended December 31, 2012.

2014 Sales and EBITDA Guidance

For 2014, the Company is projecting net sales between $634 million
and $658 million based upon a flat to 4% overall increase in net
sales.

Adjusted EBITDA is estimated in the range of $40 million to $50
million.  Capital expenditures are estimated at $12 million with a
marginal number of new store openings.  Raw material costs are
estimated at current prices and foreign currency exchange rates
are estimated to remain at current levels.

According to Dov Charney, Chairman and CEO of American Apparel,
Inc., "The challenged implementation of our new distribution
center had a material negative impact on the Company in terms of
actual costs as shown in the above table (estimated at $14.9
million).  Naturally, the disrupted flow of merchandise to our
stores, wholesale clients, and online customers had an immediate
negative impact on sales.  These disruptions impaired our ability
to react to demand trends and properly plan production flows and
resulted in production cost overruns and excessive overtime
charges.  However, the La Mirada Center has been operating as
designed since mid-November.  Our distribution costs have
dramatically declined and in January they were substantially less
than what we incurred last year.  Although we expect to make
further cost improvements, the vast majority of the needed cost
reductions have already been implemented.  We expect that 2014
sales and costs will be enhanced by the operation of the La Mirada
facility.  Although this was a painful and costly endeavor it was
necessary in order for us to achieve the future productivity and
growth potential associated with the American Apparel brand.

"Additionally in late 2013 and into January 2014, we implemented
an aggressive program to reduce overhead costs.  To date we have
eliminated in excess of $9 million in such annual operating
expenses.  We expect that almost the entire amount of the overhead
savings will be realized in 2014.  These cost reductions primarily
impact the Company?s manufacturing and administrative functions.
We also closed another warehouse facility in December bringing the
total warehouse closures in 2013 to three.  Although 2013 results
were burdened with the costs of the closures we will receive a
meaningful financial benefit from these closures in 2014 and
beyond.  We continue to work to further reduce overhead costs.

"We invested substantially in our infrastructure in 2012 and 2013
and almost all of these projects have been implemented.  We expect
2014 to be a year where we return our full focus to exploiting the
strength of our brand and delivering exceptional service to our
retail and wholesale customers.  We are committed to delivering a
return on the investments we have made in our business."

February Sales Results

On a preliminary basis, for the month of February 2014, total net
sales were $42.1 million, a decrease of 1% from last February.
Comparable sales decreased 5%, including a 7% decrease in
comparable store sales in the retail store channel and a 3%
increase in net sales in the online channel.  Wholesale net sales
increased 9% over the prior year.

The Company believes that the February sales results were
significantly impacted by the extraordinarily severe winter
weather in regions where we have a concentration of stores.

                      About American Apparel

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

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

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

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

                           *     *     *

As reported by the Troubled Company Reporter on Feb. 26, 2014,
Standard & Poor's Ratings Services lowered its corporate credit
rating to 'CCC' from 'B-' on Los Angeles-based American Apparel
Inc.  The outlook is developing.

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


AMERLINK LTD: Ch.7 Trustee May Waive Attorney-Client Privilege
--------------------------------------------------------------
Bankruptcy Judge Randy D. Doub affirmed the Chapter 7 Trustee's
broad authority to waive AmerLink, Ltd.'s prepetition and
postpetition attorney-client privilege, both as debtor and as
debtor in possession, as to any subject matter and any form of
communication, written or spoken, between the Debtor and any of
its officers and directors, including, but not limited to, any
communications or information held, preserved or recorded on the
computer equipment in the possession or control of Richard B.
Spoor, CEO, Treasurer and Board Chairman of AmerLink, Ltd., or
received or delivered during in-person meetings or telephone
conversations.  The Chapter 7 Trustee, the Court said, may execute
a waiver of the attorney-client privilege of Amerlink, Ltd.

John M. Barth, Sr., filed with the Court the Motion to Authorize
Trustee to Waive Debtor and Debtor in Possession's Attorney-Client
Privilege.  Mr. Spoor and 23 customer creditors of Amerlink, Ltd.,
filed a Memorandum in Opposition to Mr. Barth's request.

The Court conducted a hearing on Feb. 26, 2014, in Greenville,
North Carolina, to consider these matters.

AmerLink, Ltd., was in the business of log home manufacturing,
e.g., processing logs into home kits and contracting for
installation of homes.  AmerLink filed for Chapter 11 bankruptcy
on Feb. 11, 2009.  Stephen L. Beaman was appointed as Chapter 11
trustee.  The case was converted to Chapter 7 (Bankr. E.D.N.C.
Case No. 09-01055) on Nov. 23, 2009, and Mr. Beaman remained as
trustee in the Chapter 7 proceeding.

The Chapter 7 Trustee filed a number of adversary proceedings,
including Adv. Proc. No. 10-00164-8-JRL, which named, among
others, Mr. Spoor; John M. Barth, Jr., President and board member
of AmerLink, Ltd.; and Barth Sr..  The Adversary Proceeding was
settled with the Court's approval on July 27, 2012.

On October 11, 2011, Mr. Spoor filed a complaint in the Superior
Court of Wake County, North Carolina naming Barth Jr. and "John
Doe, Sr." as defendants.  On February 14, 2012, he amended his
complaint and named Barth Jr., Barth Sr., John Does 1-5, and JR
International Holdings, LLC as defendants.  That suit is being
defended by Barth Sr. and Barth Jr.  The parties are presently
conducting discovery.  JR Holdings International, LLC has not
filed a responsive pleading in the Wake County Suit, nor has an
attorney filed an appearance on its behalf.

Mr. Spoor's theories of recovery in the Wake County Suit are based
on his allegations regarding a scheme by Barth Jr. and Barth Sr.
to take over the Debtor in connection with allegedly proposed
investments in or financing to the Debtor or a limited liability
company into which Mr. Spoor alleges he contributed his stock in
the Debtor.  During the discovery process in the Wake County Suit,
a dispute arose between Mr. Spoor and the Defendants as to the
scope of the waiver of the Debtor's attorney-client privilege. The
dispute initially arose with regard to Barth Sr.'s request to Mr.
Spoor for production of documents from, and inspection and copying
of, files on a server and two computers -- Computer Equipment --
that had been property of the Debtor's estate but that remain in
Mr. Spoor's possession and control.  The Trustee consented to
waive the attorney-client privilege of the Debtor and the debtor
in possession at the request of Barth Sr.  When Mr. Spoor
objected, the Trustee requested that Barth Sr. file a motion with
the Court to request affirmation of the Trustee's authority to
waive the Debtor and debtor in possession's attorney-client
privilege.

The customer creditors are: John Newton, Harry Schatmeyer, Cheryl
Schatmeyer, Juan Velazquez, Robert Thompson, Kristi Thompson, Dale
F. Camara, A. J. Rice, Violane Rice, Randall Slayton, Marie
Paladino, Marcar Enterprises, Inc., Maynard Sikes, Nancy Sikes,
Billy Bacon, Beverly Bacon, Sabina Houle, Kenneth Cournoyer,
Lawanna Cournoyer, Gary Gross, Elke Gross, Jack Donnelly, and
Joseph Kintz.

A copy of the Court's March 3, 2014 Order is available at
http://is.gd/5D3Kyofrom Leagle.com.


AT EMERALD: Gem Owner Files for Chapter 11 in Reno
--------------------------------------------------
AT Emerald LLC filed a Chapter 11 bankruptcy petition (Bankr. D.
Nev. Case No. 14-50331) on March 4, 2014, in Reno, Nevada.

The Washoe, Nevada-based company disclosed $200 million in assets
and less than $541,000 in liabilities.  The company has no real
property. Its lone major asset is one emerald valued at $200
million, which is categorized under furs and jewelry.

According to the docket, the 11 U.S.C. 341(a) meeting of creditors
is slated for March 31, 2014.  The deadline to file proofs of
claims is on June 30, 2014.

Bankruptcy Judge Bruce T. Beesley is assigned to the case.

The Debtor is represented by Alan R Smith in Reno.

Anthony Thomas, the managing member, owns 100% of the stock.


AT EMERALD: Section 341(a) Meeting Scheduled for March 31
---------------------------------------------------------
A meeting of creditors in the bankruptcy case of At Emerald, LLC,
will be held on March 31, 2014 at 2:00 p.m. at Young Bldg,Rm 3087.
The last day to file proofs of claim will be on June 30, 2014.

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

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

At Emerald, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D.
Nev. Case No. 14-50331) on March 4, 2014.  Anthony Thomas signed
the petition as managing member.  The Debtor disclosed total
assets of $200 million and total liabilities of $541,200.  Alan R
Smith, Esq., at The Law Offices of Alan R. Smith, serves as the
Debtor's counsel.  The Hon. Bruce T. Beesley oversees the case.


ATLANTIC LTD: Indonesian Billionaire, Bondholders in Rescue Talks
-----------------------------------------------------------------
Daniel Stacey, writing for The Wall Street Journal, reported that
Indonesian billionaire Anthoni Salim and a group of mainly U.S.
bondholders are in advanced talks on a rescue deal for Atlantic
Ltd. to stave off bankruptcy and maintain development of one of
the world's biggest vanadium mines, three people familiar with the
situation said.

According to the report, deal talks include Mr. Salim's Droxford
International Ltd. investment vehicle offering a 33 million
Australian dollar (US$30 million) financial lifeline to Atlantic,
whose shares have been suspended since early last month following
a plant fire at its Windimurra Vanadium Project in Western
Australia state, the people said. Any deal is contingent on an
overhaul of the company's management, they added.

A one-time darling of the Australian stock market, Atlantic's
market value has slumped from a peak of A$367 million in 2011 to
A$27 million amid a slump in prices for vanadium -- an industrial
metal used to strengthen steel in end-products ranging from
wrenches to fighter jets, the report related.

The fire followed a number of plant breakdowns last year that saw
the company consistently miss productions targets, restricting
cash flow and hurting sentiment in the stock, the report further
related.  As a result, Atlantic's management has relied more
heavily on loans to maintain a project it had forecast could meet
as much as 7% of the world's demand for vanadium.

Investors in Atlantic are collectively owed A$483.5 million, with
Mr. Salim's Droxford the largest single creditor, the report
added.  Droxford has plowed A$22.6 million in equity and a further
A$148.5 million in unsecured loans and convertible bonds into the
business since 2010.


AUTOMATED BUSINESS: Former Principal Wants PNC, Others Examined
---------------------------------------------------------------
Eyal Halevy, founder and former principal of Automated Business
Power, Inc., et al., asks the U.S. Bankruptcy Court for the
District of Maryland for authority to examine PNC Bank, National
Association, pursuant to Fed.R.Bankr.P. 2004.

Mr. Halevy is also a creditor of ABP's bankruptcy estate.

Mr. Halevy alleges that PNC and its syndicated lender group --
Sovereign Bank, Citizens Bank of Pennsylvania, National Penn Bank
and Tristate Bank -- wrongfully engaged in a "scorched earth
campaign" to destroy the Debtor.  "What is unknown, however, and
requires an appropriate investigation to uncover, is the full
extent and nature of PNC's conduct, and what potential claims,
causes of action or legal and equitable bankruptcy remedies may
exist for the Debtor, its estate and creditors, including Mr.
Halevy, against PNC, the Lender Group and their agents," Mr.
Halevy says.

Mr. Halevy requests that the Court:

   -- order the corporate designee for PNC to attend an
      examination to be conducted by counsel for Mr. Halevy at
      the law offices of Whiteford, Taylor & Preston LLP,
      7 Saint Paul Street, Baltimore, Maryland at a time mutually
      agreeable to counsel for Mr. Halevy and PNC, but, in any
      event, within 30 days following the entry of an order
      granting the motion; and

   -- direct PNC to produce documents requested by Mr. Halevy
      no later than 10 days before the examination requested
      herein.

                  About Automated Business Power

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

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

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

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

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

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


AUTOMATED BUSINESS: PNC Bank Balks at Plan Exclusivity Extension
----------------------------------------------------------------
PNC Bank, National Association, as agent and lender, asks the U.S.
Bankruptcy Court for the District of Maryland to deny Automated
Business Power, Inc., and Automated Business Power Holding Co.'s
motion to extend their exclusive periods to file and solicit
acceptances for the chapter 11 plans.

According to PNC, after bringing litigation upon themselves by
failing to make disclosures related to Eyal Halevy, founder and
former principal of Automated Business Power, Inc., the Debtors
now argue that "litigation" is "cause" to extend the exclusive
period.  During the first four months of the cases, most of the
litigation unrelated to cash collateral was the direct result of
the Debtors' failure to disclose that Mr. Halevy was the source of
their professionals' retainers and that they had attempted to
release him.

PNC asserts that permitting the exclusive period to expire would
place the parties on equal footing and encourage negotiations.  It
would also provide a needed counter balance -- the prospect of a
competing plan would make a party think twice before proposing a
plan wholly unacceptable to the other.

As reported in the Troubled Company Reporter on Feb. 17, 2014, the
Debtors asked that the Court extend their exclusive periods to:

  a) file a Chapter 11 plan until May 6, 2014, and

  b) solicit acceptances of that plan through and until July 6,
     2014.

The Debtors' current plan proposal period was scheduled to expire
Feb. 5, 2014, and the solicitation period is scheduled to expire
April 6, 2014, absent an extension.

The Debtors tell the Court that there has not been sufficient time
to formulate a plan of reorganization.  The Debtors say they have
been compelled to engage in time-consuming litigation with their
secured creditor, PNC Bank, concerning cash collateral, post-
petition financing and other less controversial subjects,
including employment of the Debtors' professionals.  Now that a
number of the controversies have been resolved, the Debtors will
be able to devote the necessary time to formulate and negotiate
plans of reorganization, the Debtor noted.

                  About Automated Business Power

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

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

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

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

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

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


AUTOMATED BUSINESS: PNC Objects to Bid to Review Cash Use Order
---------------------------------------------------------------
PNC Bank, National Association, as agent and lender, supplemented
its objection to the motion to reconsider the final order
approving Automated Business Power, Inc., et al.'s use of cash
collateral.  The Bank asks the Court to schedule a hearing soon as
possible on the motion and all responses thereto.

The Debtors, in a separate filing, responded to their founder and
former principal Eyal Halevy's motion to reconsider the final cash
collateral order.

On Jan. 8, 2014, the Court entered a final order approving the
Debtor's use of cash collateral.  Among other provisions, the
final cash collateral order contained a release of any and
all claims that the Debtor may have against the secured lenders,
including PNC Bank.

On Jan. 21, 2014, Eyal Halevy filed his motion for
reconsideration, asserting that contrary to Federal Rule of
Bankruptcy Procedure 4001(d), no motion attaching the cash
collateral agreement was filed and served on parties-in-interest.
Mr. Halevy asserted that the absence of a motion that described
the release of the Debtor's claims against the secured lenders
requires reconsideration of the final cash collateral order.

The Debtors said that they exercised its business judgment and
concluded that an agreement with the secured lenders, including
the release, was the appropriate decision and in the best interest
of the Debtor and its creditors.

                  About Automated Business Power

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

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

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

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

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

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


BERNARD L. MADOFF: Lawyers Call Gov't Witness a 'Con Man'
---------------------------------------------------------
James Sterngold, writing for The Wall Street Journal, reported
that the defense lawyers for five former employees of Bernard L.
Madoff's securities firm began their closing arguments by
aggressively attacking the credibility of the government's star
witness in the fraud trial.

According to the report, the lawyers suggested that the employees
were victims of the scheme's masterminds, not perpetrators.

The focus of the denunciations was Frank DiPascali, a top
executive at the firm who earlier pleaded guilty to aiding in the
largest Ponzi scheme in history and who testified for several
weeks in the five-month-long trial in federal district court in
Manhattan, the report said.

He was "the con man's con man," and he "used, abused and
manipulated" one of the computer programmers at the Madoff firm
who had devised software that generated bogus financial records,
the Journal said, citing Larry Krantz, the attorney for George
Perez, the computer expert.

Neither he nor another defense lawyer disputed that the work of
their clients helped perpetuate the scheme, the report related.
But they said their clients didn't know the firm was a front for
the fraud because they trusted in Mr. Madoff's honesty and the
stories they were told by him and Mr. DiPascali.

                     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.


BIRMINGHAM-SOUTHERN COLLEGE: Moody's Ups Rev. Bonds Rating to B3
----------------------------------------------------------------
Moody's Investors Service has upgraded its rating on Birmingham-
Southern College's revenue bonds to B3 from Caa1. The outlook is
stable.

Summary Rating Rationale

The upgrade to B3 reflects ongoing traction in Birmingham-Southern
College's recovery plan. Operating performance in FY2013 was
strong with a 17.7% operating cash flow margin, in part supported
by $8.7 million in unrestricted gifts. This enabled the college
to begin to rebuild some flexible reserves, although liquidity
remains low. During fiscal 2013 the college was also taken off
warning by SACS and extended its largest credit agreement with
Regions Bank.

Despite this momentum, serious challenges remain including
stagnant net tuition revenue expected to continue through fiscal
2014, high operating leverage, thin flexible reserves and reliance
on donor support. As the college strives to stabilize, it has also
reduced capital investment that, if continued, will create lasting
challenges as deferred maintenance builds and the campus become
less attractive and competitive.

The B3 rating and stable outlook incorporate ongoing enhancement
of governance and management at the college. With a recently
streamlined board and under new leadership, the college has
demonstrated improved financial discipline and enhanced student
marketing. Management reports increased student demand for the
fall 2014 entering class. Over the medium term the college seeks
to rebuild to 1,600 students from under 1,200 in fall 2013 and is
putting systems and processes in place to maintain operating
equilibrium, reduce debt and build endowment as it grows.

Challenges

-- Birmingham-Southern remains small with operating revenue of
    $47 million, providing limited economies of scale and
    contributing to a relatively high cost model.

-- With enrollment declines and weak pricing power (net tuition
    per student of under $13,000) due to fierce competition, BSC
    has not been able to increase tuition revenue.

-- The college's $38 million loan with Regions Bank exposes the
    college to acceleration and renewal risk. Monthly liquidity
    covers just 25% of this demand debt. The college granted
    Regions Bank a secured interest in its physical property and
    other assets, effectively subordinating the tuition revenue
    bonds.

-- High reliance on gift revenue (28% of operating revenue in
    fiscal 2013) points to ongoing need to generate donor support
    to achieve operating stability.

-- The college has twice the operating leverage of its typical
    peers. Fiscal 2013 debt to operating revenue of 1.39 times
    compares to the median of 0.72 times for private colleges.

-- The current recovery plan leaves little room for capital
    investment. As the age of plant approaches 27 years, ongoing
    underinvestment could yield competitive challenges.

Strengths

-- Birmingham-Southern benefits from a history of substantial
    donor support with average gifts per student of $9,835 in
    fiscal years 2011 through 2013. Its future credit quality
    remains dependent on guarding against donor fatigue and
    maintaining the perception of positive momentum through a
    recovery plan.

-- The streamlined board and management team remain committed to
    control expenses and generate healthy cash flow performance
    in support debt service. The team also aims to reduce
    financial leverage over time as it executes a plan to rebuild
    enrollment.

-- The college's student market identity as small liberal arts
    college within United Methodist tradition benefits from
    recent expansion of internship program that leverages network
    of alumni and other supporters.

-- With total cash and investments of $64.1 million, the
    college's endowment contributes to some revenue diversity via
    planned endowment spending. The college aims to increase this
   endowment and over time this could reduce the reliance on
   current use gifts.

Outlook

The stable outlook reflects expectation that the college's
recovery plan will continue to grain traction. It incorporates
expectations that enrollment will gradually recover and support
growth of net tuition revenue. The stable outlook is also
predicated on continued healthy cash flow in support of debt
service, maintenance or improvement in flexible reserves, ongoing
reduction of debt and continued donor support.

What Could Make The Rating Go UP

The rating could be upgraded through multiple years of
demonstrated student revenue growth, maintenance of healthy
operating performance, and reduced operating reliance on current
use gift revenue. Other supporting factors could be permanent
reduction in financial leverage and a demonstrated to ability to
fund capital reinvestment through a combination of gifts and
operating cash flow.

What Could Make The Rating Go DOWN

Downward pressure could result from the inability to increase net
tuition revenue, decline in donor support, bank agreement covenant
violations or reduction in flexible reserves.

Methodology

The principal methodology used in this rating was U.S. Not-for-
Profit Private and Public Higher Education published in August
2011.


CAESARS ENTERTAINMENT: S&P Puts 'CCC+' Rating on CreditWatch Neg.
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed all ratings on the
Caesars Entertainment Corp. (CEC) family of companies, including
the 'CCC+' corporate credit ratings, on CreditWatch with negative
implications.

The CreditWatch listing follows Caesars' announcement that it has
reached a definitive agreement to sell three Las Vegas-based
casino assets (Bally's Las Vegas, The Cromwell, and the Quad) and
one regional casino asset (Harrah's New Orleans) to Caesars Growth
Partners (CGP; of which CEC owns a 58% economic interest) for a
total purchase price of $2.2 billion.  The sale of assets will
result in an estimated $1.8 billion cash inflow (net of $185
million in assumed debt and $223 million in committed capital
expenditures on the properties) to Caesars Entertainment Operating
Co. (CEOC), bolstering CEOC's near-term liquidity position and its
ability to fund interest expense and capital expenditures.
Caesars has also indicated it will likely use a portion of the
estimated $1.8 billion of net proceeds to reduce bank debt.
However, S&P believes the transaction is a leveraging event for
CEOC because it is selling these assets at a lower aggregate
multiple than its current total debt leverage.  Furthermore, S&P
believes this sale is one of a series of steps Caesars is likely
to undertake in 2014 to address CEOC's unsustainable capital
structure.  S&P also believes it is increasingly likely that
Caesars may move forward with a restructuring plan that would
result in CEOC debtholders being offered an exchange in some form
that would be less than what S&P deems as a full and timely
payment under its ratings criteria.

S&P's ratings on the Caesars family of companies currently reflect
a consolidated view of the Caesars portfolio of properties,
including CEOC, Caesars Entertainment Resort Properties (CERP),
Chester Downs and Marina, and Corner Investment, despite the fact
that different assets secure different pieces of the capital
structure.  The CreditWatch listing on these entities reflects
significant uncertainties in future periods regarding the Caesars
structure in the event CEOC moves forward with a restructuring
plan, given common ownership and other linkages across these
companies.  S&P believes that CEC views all the properties at
these various entities as integral to its current identity and
strategy, and manages the properties as a single portfolio.
Additionally, CEC's properties all benefit from being included in
its Total Rewards player loyalty program.  S&P's consolidated view
also factors in lease payments that CEOC makes to Corner
Investment and CERP, management agreements, and shared services
agreements between various Caesars entities.  Given S&P's
perception of the strategic relationships that exist between these
entities and common management, it expects management to make
decisions regarding operating and financial strategies with a view
toward the collective group of companies.

Additionally, the asset sales will result in the transfer of
almost all of the remaining Las Vegas-based assets in the CEOC
portfolio to CGP.  S&P expects the Las Vegas market to be a better
performing market for Caesars in 2014, particularly given ongoing
investments in its portfolio of properties in the market.  The
CreditWatch listing also reflects S&P's view that the debt paydown
(the amount of which is undetermined) might not be enough to
offset the reduction in enterprise value available to CEOC
debtholders following the sale of the assets.  Recovery prospects
for CEOC's first-lien creditors are currently at the low end of
the 70% to 90% range for a '2' recovery rating.  The transaction
may result in a revision of S&P's recovery rating on the first-
lien debt to '3' (50% to 70% recovery expectation) from '2', and a
downgrade of S&P's issue-level ratings in accordance with out
notching criteria.

In resolving the CreditWatch listing, S&P will meet with
management to discuss the company's use of proceeds and plans for
addressing CEOC's unsustainable capital structure.  S&P will also
update its performance expectations for Caesars with particular
emphasis on the company's liquidity profile.  Lastly, S&P will
update its recovery analysis incorporating the planned use of
proceeds once determined and expected reduction of enterprise
value available to CEOC debtholders.


CB3 ACQUISITIONS: Motion to Transfer Venue to Connecticut Filed
---------------------------------------------------------------
Richard M. Coan, Chapter 7 trustee of First Connecticut Consulting
Group, Inc., asks the U.S. Bankruptcy Court for the District of
Delaware to transfer venue of the Chapter 11 case of CB3
Acquisitions, LLC, to the U.S. Bankruptcy Court for the District
of Connecticut.

Kevin J. Mangan, Esq., at Womble Carlyle Sandridge & Rice, LLP, in
Wilmington, Delaware, on behalf of the Chapter 7 Trustee, alleges
that CB3's bankruptcy filing is a blatant attempt at forum
shopping and an effort to "game" the judicial system.  Mr. Mangan
argues that the CB3 bankruptcy case is inextricably intertwined
with two bankruptcy cases in the Connecticut Bankruptcy Court --
In re First Connecticut Consulting Group, Inc., Bankruptcy Case
No. 02-50852, and In re James J. Licata, Bankruptcy Case No. 02-
51167.  He points out that CB3's sole assets and claims are claims
to assets owned by the Connecticut bankruptcy estates.

Mr. Mangan adds that there is a pending trial in the Superior
Court of New Jersy in the Mocco, et al., v. Licata, et al., Case
No. ESX-C-397-99, and a motion to compromise, which is tentatively
scheduled for March 11, 2014.  The New Jersey litigation is an
ownership dispute that has been pending for 15 years.

Bruce J. Duke, Esq., in Mount Laurel, New Jersey, on behalf of
CB3, asks the Delaware Bankruptcy Court to deny the Chapter 7
Trustee's Motion to Transfer Venue, arguing that the judge
presiding over the state court litigation has advised that the
trial in the Mocco case will not be moving forward on the March 11
date, and that the motion to compromise before the Connecticut
Bankruptcy Court violates the automatic stay as to CB3, and it too
will have to be adjourned as well.

The Chapter 7 Trustee is also represented by Timothy D.
Miltenberger, Esq., Coan, Lewendon, Gulliver & Miltenberger, LLC,
in New Haven, Connecticut.

CB3 Acquisition, LLC, sought protection under Chapter 11 of the
Bankruptcy Code on Feb. 27, 2014 (Case No. 14-10416, Bankr.
D.Del.).  The Debtor is represented by Bruce Duke, Esq., in Mount
Laurel, New Jersey.  The Debtor has estimated assets ranging from
$10 million to $50 million and estimated debts ranging from $1
million to $10 million.  The petition was signed by Michael
Staisil, member.


CHATHAM PARKWAY: Debtor, Bank Directed to Execute Loan Documents
----------------------------------------------------------------
Chatham Parkway Self Storage, LLC's Second Amended Plan of
Reorganization, which was confirmed by the Court on July 22, 2013,
provides that no later than the effective date of the Plan, the
Debtor agrees to execute new loan documents in favor of Ameris
Bank, successor in interest to Darby Bank & Trust Co., which
govern the terms of its repayment of Ameris' secured claim as set
forth in the Plan, as well as the security for the debt.

Pursuant to the terms of the Plan, the effective date of the Plan,
and therefore the deadline for executing the Secured Loan
Documents, was Sept. 6, 2013.  The Court extended the deadline for
Debtor to execute the Loan Documents from the effective date to
Sept. 13, 2013, due to Ameris providing the Loan Documents for
review.

Sometime after reviewing the Loan Documents provided by Ameris,
the Debtor submitted its own version of the Loan Documents to the
Bank for execution.  Because the parties could not agree on all
the specific terms included in the Loan Documents, the Debtor on
Nov. 1, 2013, asked the Court to compel Ameris to execute the Loan
Documents as drafted by Debtor, or in the alternative, direct
further mediation with Judge John S. Dalis, or in the alternative,
hold a hearing and determine the appropriate terms to be included
in the Loan Documents.

In a March 3, 2014 Opinion and Order available at
http://is.gd/c91qN1from Leagle.com, Bankruptcy Judge Lamar W.
Davis, Jr., directed Ameris to amend a commercial promissory note
to incorporate the changes as set forth.  Once the Note is
amended, the Debtor and Ameris must execute the Note within a
reasonable period of time, not to exceed 14 days from the date the
amended Note is presented to the Debtor.

According to Judge Davis, "the Plan is silent on the disputed
terms and conditions that are the subject of this Motion.  A court
order supplying these missing terms and conditions would in no way
alter a material term or provision of the confirmed Plan. . . .
What is clear from this contract between Debtor and Ameris is that
the parties desired and expected to execute Loan Documents, which
at a minimum, contain the specific material terms outlined in the
Plan. Moreover, because the extended deadline for executing the
Loan Documents has passed, the parties are arguably in default of
the Plan/contract.  Therefore, I find that in order to protect the
confirmation order and aid in the Plan's execution, the Court has
the authority to supply commercially reasonable terms and
conditions to the Loan Documents where the Plan is silent and
which do not alter any provision of the Plan."

Chatham Parkway Self Storage, LLC, filed for Chapter 11 (Bankr.
S.D. Ga. Case No. 12-42153) on Nov. 2, 2012.  The Debtor is a
Georgia limited liability company owned by Ben and Julie Farmer.
A consent order confirming the Debtor's status as a single asset
real estate debtor was entered on Jan. 24, 2013.  The Debtor owns
a 4.92 acre tract of land in Chatham County, Georgia, upon which
the Debtor operates a self-storage facility.  The Debtor's
principal source of revenue consists of receipts from the rental
of self-storage units.

In its petition, the Debtor estimated $1 million to $10 million in
both assets and debts.  A list of the Company's eight largest
unsecured creditors filed with the petition is available for free
at http://bankrupt.com/misc/gasb12-42153.pdf The petition was
signed by Ben G. Farmer, manager.

The Debtor is represented in the case by:

         Jesse C. Stone, Esq.
         MERRILL & STONE, LLC
         P.O. Box 129
         Swainsboro, GA 30401
         Tel: (478) 237-7029
         Fax: (478) 237-9211
         E-mail: bkymail@merrillstonehamilton.com

               - and -

         Jon A. Levis, Esq.
         MERRILL & STONE, LLC
         P.O. Box 129
         Swainsboro, GA 30401
         Tel: (478) 237-7029
         Fax: (478) 237-9211
         E-mail: bkymail@merrillstonehamilton.com


CHICAGO H&S: Oaktree Wins Favorable Judgment in Pension Fund Rift
-----------------------------------------------------------------
HOTEL 71 MEZZ LENDER LLC and OAKTREE CAPITAL MANAGEMENT, L.P.,
Plaintiffs, v. THE NATIONAL RETIREMENT FUND, Defendant; THE
NATIONAL RETIREMENT FUND and THE TRUSTEES OF THE NATIONAL
RETIREMENT FUND, Counter Plaintiffs, v. HOTEL 71 MEZZ LENDER LLC,
OAKTREE CAPITAL MANAGEMENT, L.P, and JOHN DOES 1-10, Counter
Defendants, No. 13 C 03306 (N.D. Ill.), arises from a dispute over
whether an Order entered by the U.S. Bankruptcy Court for the
Northern District of Illinois releases Oaktree Capital Management,
L.P. and Hotel 71 Mezz Lender LLC from withdrawal liability
incurred under the Employee Retirement Income Security Act of
1974, 29 U.S.C. Sec. 1001 et seq. and owed to The National
Retirement Fund and its Board of Trustees.  The Plaintiffs seek a
declaration pursuant to the Declaratory Judgment Act, 28 U.S.C.
Sec. 2201, that the Order, which enforced the Second Amended
Liquidating Plan of Reorganization resolving the dissolution of
Chicago H&S Hotel Property, L.L.C., releases Plaintiffs from any
withdrawal liability and enjoins the NRF from asserting any claim
against Plaintiffs.  The NRF and Trustees bring a counterclaim
against Plaintiffs and all other trades and businesses under
common control with Chicago H&S seeking to collect withdrawal
liability, interest, liquidated damages, and attorneys' fees and
costs pursuant to ERISA.

In a March 3, 2014 Memorandum Opinion and Order available at
http://is.gd/hqJpJXfrom Leagle.com, District Judge Ruben Castillo
denied the NRF's and Trustees' motion for summary judgment, and
granted the Plaintiffs' motion for summary judgment with respect
to the withdrawal liability issue.  The Clerk of the Court is
directed to enter a declaratory judgment in favor of Plaintiffs
only to the extent stated in the opinion.

Chicago H&S in 2005 purchased Hotel 71, a 40-story, 437-guestroom,
full service hotel located at 71 East Wacker Drive in Chicago,
Illinois.  Chicago H&S borrowed heavily to finance this
acquisition, including $100 million as a senior mortgage loan as
well as a $27.3 million mezzanine loan.  Oaktree, through Hotel 71
Lender, provided financing for the Mezz loan.

Based in Chicago, Illinois, Chicago H&S Hotel Property, LLC, dba
Hotel 71, owns and operates a 40-story, 437 guestroom full service
hotel.  The Company filed for Chapter 11 protection on Oct. 29,
2007 (Bankr. N.D. Ill. Case No. 07-20088).  Charles R. Gibbs, Esq.
at Akin Gump Strauus Hauer & Feld LLP, and Daniel A. Zazove, Esq.,
and Jason D. Horwitz, Esq., at Perkins Coie LLP, represented the
Debtor in its restructuring efforts.  The Official Committee of
Unsecured Creditors in the Debtor's case chose Polsinelli Shalton
Flanigan Suelthaus P.C. as its counsel.  The Debtor's schedules
reflect total assets of $133,553,529, and total liabilities of
$106,862,713.


COLFAX CORP: S&P Revises Outlook to Positive & Affirms 'BB' CCR
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its rating
outlook on Fulton, Md.-based gas- and fluid-handling and
fabrication technology products manufacturer Colfax Corp. to
positive from stable.  At the same time, S&P affirmed its 'BB'
corporate credit rating on the company.

S&P also raised its issue-level rating on Colfax's senior secured
bank facilities to 'BBB-' from 'BB+' and revised the recovery
rating on the debt to '1' from '2' due to S&P's expectation that
the company's proposed acquisition of Victor Technologies Group
Inc. would result in an increase in emergence enterprise value
under a simulated default scenario.  The '1' recovery rating
reflects S&P's expectation for very high (90%-100%) recovery
prospects in the event of a payment default.

"The outlook revision reflects Colfax's improved credit measures,
which have resulted in our reassessment of the company's financial
risk profile to 'significant' from 'aggressive'," said Standard &
Poor's credit analyst Svetlana Olsha.  "We expect Colfax's credit
metrics to improve further partly due to the conversion of
preferred equity to common equity."  The 'BB' corporate credit
rating on Colfax reflects S&P's assessment of the company's
"satisfactory" business risk profile and "significant" financial
risk profile.

The positive outlook reflects S&P's expectation that Colfax's
operating performance and credit measures will modestly improve
during the next 12 months.

S&P could raise the rating on Colfax if it expects that funds from
operations to debt will exceed 20% and debt leverage will remain
below 3.5x over the next 12 months and if S&P believes the
company's financial policy remains consistent with maintaining
these levels.  S&P would also need to believe that the company
could sustain an improvement in its competitive position as a
result of the recent acquisition, which would allow S&P to assess
the company's credit characteristics as consistent with a 'BB+'
corporate credit rating.

S&P could revise the outlook to stable if the company fails to
close the acquisition as proposed, experiences greater-than-
expected integration challenges, or margin erosion, or if the
competitive conditions become significantly more challenging.
These issues would make it difficult for Colfax to sustain credit
measures commensurate with a higher rating, in S&P's view.  S&P
could also revise the outlook to stable if management pursues
debt-funded acquisitions or shareholder initiatives that increase
leverage.


CONSECO LIFE: A.M. Best Places FSR of 'B-' Under Review
-------------------------------------------------------
A.M. Best Places Ratings of Conseco Life Insurance Company Under
Review With Positive Implications

MARCH 3, 2014

A.M. Best has placed under review with positive implications the
financial strength rating (FSR) of B- (Fair) and issuer credit
rating (ICR) of "bb-" of Conseco Life Insurance Company (CLIC).
CLIC is a life/health subsidiary of CNO Financial Group, Inc. (CNO
Financial)[NYSE: CNO].  Both companies are headquartered in
Carmel, IN.

The rating actions follow the recently announced definitive
agreement by CNO Financial to sell all of CLIC's common shares to
Wilton Reassurance Company (Wilton Re) (Minneapolis, MN) for
approximately $237 million in cash.  The transaction, which
includes CLIC's run-off blocks of traditional life, interest
sensitive life and annuity lines of business, is expected to close
by mid-year 2014.

CNO Financial has been actively de-risking its legacy blocks of
business within its other CNO business segment in recent months.
With this transaction, CNO Financial will significantly reduce its
exposure to life and annuity closed blocks of business within
other CNO business so that the organization can concentrate more
on its core lines of business.

The under review status reflects A.M. Best's view that CLIC will
benefit from being a part of the Wilton Re organization that
focuses on the life and annuity market segments.  The ratings will
remain under review pending the completion of the transaction,
during which time A.M. Best will discuss with Wilton Re's
management CLIC's strategic fit within the organization.

The FSR, ICRs and debt ratings of CNO Financial and its
subsidiaries are unchanged.  However, A.M. Best views the recent
long-term care reinsurance agreement with Beechwood Re and this
current transaction, pending its closing, as a credit positive for
CNO Financial.


COSO GEOTHERMAL: Fitch Affirms 'CC' Rating on $629MM Certificates
-----------------------------------------------------------------
Fitch Ratings has affirmed the rating on Coso Geothermal Power
Holdings LLC's (CGP) $629 million ($462 million outstanding) pass
through certificates due 2026 at 'CC'.  The ratings affirmation
reflects the continued expectation that default is probable, as
Fitch expects that operating cash flows and reserve funds will be
insufficient to meet long-term financial obligations.

Key Rating Drivers

Geothermal Resource Depletion: Underperformance of the geothermal
resource has lowered net operating capacity at the Coso geothermal
project's (Coso) three interlinked geothermal power plants. With
the decline in the geothermal resource, energy revenues have
fallen to levels that are not sufficient to meet debt obligations.
(Supply Risk: Weaker)

Expected Payment Shortfalls: Fitch's projections indicate that
cash available for debt service will result in shortfalls for
future payment obligations on the fully amortizing certificates.
These obligations are supported by the letter of credit (LC)-
funded senior rent reserve. (Debt Structure: Midrange)

Finite Financial Support: Approximately $27.6 million in liquidity
remains under the LC-funded senior debt service reserve, which
Fitch expects to be exhausted between 2015 and 2017.  Absent
further dedicated liquidity to meet Coso's debt obligations, the
certificates are likely to default.

Limited Price Risk: Variable pricing on energy sales is limited to
one-fifth of total revenues between July 2014 and March 2019.
Coso executed an amendment with off-taker Southern California
Edison (SCE, rated 'A-' with a Stable Outlook by Fitch) to fix the
energy price earned at the BLM plant through June 30, 2014.
(Revenue Risk: Midrange)

Lack of Dedicated Operating Reserves: The project has no dedicated
operations and maintenance or major maintenance reserve, leaving
little cushion to protect against increased operational costs.
(Operation Risk: Weaker)

Rating Sensitivities

   -- Accelerated resource depletion may further erode credit
      quality.

   -- Insufficient liquidity to meet upcoming payment obligations
      would result in a downgrade.

   -- Potential expiration of Coso's LC on Nov. 30, 2014 might
      lead to negative rating action.

Security

Each tranche of the certificates represents an undivided interest
in a related pass-through trust, which holds the lessor notes
(notes) issued by the owner lessors.  The notes are the sole
collateral and source of repayment of the certificates.

Credit Update

The 'CC' rating is based upon the strong likelihood that Coso will
default on its debt service obligations.  Coso has been unable to
reverse a steady decline in geothermal resource output, and
reduced cash flow was insufficient to meet the debt portion of the
lease rent payment that was due in January 2014 ($40.9 million).
Coso's LC facility includes a $40 million senior rent reserve.
Coso drew $5.7 million from the reserve to make its January 2014
payment, marking the second time the reserve has been tapped to
meet lease rent obligations.  As a result, the remaining balance
in the senior rent reserve is $27.6 million.  Absent a significant
improvement in net capacity levels, operating cash flow will
continue to fall short of required payments.  Reserve funds will
eventually be exhausted, leading to default on the certificates.

On Feb. 14, 2014, LC provider CoBank issued an event of default
letter due to insufficient repayment of drawn principal from the
rent reserve.  Coso's lease indenture contains specific provisions
that indicate that this type of default cannot cause a cross-
default of the lease or lease indenture, and has no impact on the
availability of undrawn LC funds.

Coso's LC is set to expire on Nov. 30, 2014. In the event that the
LC is not extended or replaced, it may be drawn down in the full
remaining amount.  Fitch concludes that default on the pass-
through certificates could accelerate under this scenario.

In developing a base case for long-term expected performance,
Fitch utilized recent performance as an assumption for Coso's net
capacity and applied minimal additional stress.  This scenario
indicates a financial profile in which default is probable.  Fitch
expects Coso to operate below breakeven levels for the remainder
of the debt tenor, with a DSCR average of 0.77x.  Based on this
profile, and the availability of liquidity in the reserve, Fitch
expects default to occur between 2015 and 2017.

CGP is a special-purpose company formed to lease and operate the
Coso project, which consists of three interlinked geothermal power
plants located in Inyo County, CA.  Coso provides royalty payments
to the U.S. Navy and the Bureau of Land Management for use of the
geothermal resource.  Under a series of power purchase agreements,
Coso's entire output will be sold to SCE through January 2030.
Cash flows from both Coso and Beowawe, an affiliated geothermal
project in Nevada, are available to service CGP's rent payments
under the CGP lease.  Rent payments are the sole source of cash
available to pay debt service on the pass-through trust
certificates.


COUNTRY VILLA: Calif. Nursing Home Operator Files for Bankruptcy
----------------------------------------------------------------
Patrick Fitzgerald, writing for The Wall Street Journal, reported
that California nursing home operator Country Villa Health
Services, the target of a number of pending class-action lawsuits,
has filed for Chapter 11 bankruptcy.

According to the report, the company, which operates 19 nursing
homes and assisted living centers in Southern California, sought
Chapter 11 protection along with more than a dozen of its health
care affiliates in U.S. Bankruptcy Court in Orange County, Calif.

Chief Executive Stephen Reissman said that while the business has
been facing cash flow pressures in recent months, its legal issues
were the primary cause of the Chapter 11 filing, the report
related.

"The dagger in the heart is that we have been overwhelmed by a
wave of class-action lawsuits," the report cited Mr. Reissman as
saying.

The company is facing seven class action lawsuits: four related to
wage and hour claims, two alleging improper patient care and one
related to medications, the report said, citing papers filed in
the bankruptcy case.


CUBIC ENERGY: Delays Form 10-Q for Dec. 31 Quarter
--------------------------------------------------
Due to Cubic Energy Inc. 's efforts to integrate the transactions
consummated on Oct. 2, 2013, and certain accounting issues related
thereto, the Company has been unable to complete, within the
prescribed time period, its quarterly report on Form 10-Q for its
fiscal quarter ended Dec. 31, 2013.  The Company was unable to
eliminate this reason without unreasonable effort or expense.
On Oct. 2, 2013, the Company acquired oil and gas properties in
three transactions.   The operations with respect to those
properties are included in the Company's results of operations for
the quarter ended Dec. 31, 2013.  The Company's results of
operations for the quarter ended Dec. 31, 2013, also reflect the
Company's increased level of indebtedness, as well as the other
transactions.  The significant changes in results of operations to
be reflected in the quarterly earnings statements to be included
in the Company's Quarterly Report on Form 10-Q for the quarter
ended Dec. 31, 2013, are as follows:
Revenues increased to $5,047,665 during the quarter ended Dec. 31,
2013, from $1,039,376 for the quarter ended Dec. 31, 2012.
Operating loss increased to $1,678,247 during the quarter ended
Dec. 31, 2013, from $736,541 during the quarter ended Dec. 31,
2012.
                        About Cubic Energy

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

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


DAVID MOLNER: Obtains Favorable Ruling in Bankruptcy Cases
----------------------------------------------------------
On March 6, 2014, Federal Judge Barry Russell granted David
Bergstein a pivotal motion disallowing all of remaining claims
filed by David Molner's entities (Aramid, Screen Capital, etc.) in
the R2D2 and related involuntary bankruptcy cases initiated by
Aramid former executive David Molner.  In addition to the
dismissal of claims brought against Mr. Bergstein, Judge Russell's
rulings disallow the administrative claims (legal fees) for
approximately $3 million brought by Screen Capital's attorneys --
Levene Neale and Stroock, Stroock and Lavan.  The ruling confirms
that the David Molner parties in fact never had any legitimate
claims against Mr. Bergstein and no basis to have filed the
involuntary proceedings in the first instance.  Judge Russell
further agreed that the initial claim which Screen Capital
utilized for the involuntary filings now 4 years ago, was a claim
that in fact was purchased from a third party (The Salter Group)
for the express purpose of wrongfully attempting to put certain of
Bergstein's companies into involuntary bankruptcy -- a violation
of Federal Law .  This ruling suggests allegations that the
filings were made in bad faith and that they were a fraud
perpetrated on the court, the Bergstein parties and the creditors.
David Bergstein adds, "These rulings along with the victories we
have had in the majority of the astonishing nearly 100 cases which
Molner filed against me and my affiliates expose the fraud and
other illegal conduct orchestrated by David Molner as part of his
elaborate scheme to defraud the investors in the Aramid Fund.  We
expect future proceedings in Bankruptcy and other courts to
further detail the surreptitious behavior and abuse of the system
which Molner and his associates engaged in."

The result of this ruling is that David Molner (and its
affiliates, such as Aramid) are now completely out of the
bankruptcy cases.   In a related prior case, Mr. Bergstein was
awarded a $50 Million judgment against attorney Susan Tregub for
her role in Mr. Molner's campaign against Mr. Bergstein.  The
March 4 decision by Judge Russell triggers significant liability
for costs and damages (asserted in various filings to be well over
$100 Million) for David Molner, the Aramid Entertainment Fund, and
the primary attorneys involved in the filings -- David Neale of
the Levene Neale firm and Dan Rozansky of Stroock, Stroock and
Lavan.


DENALI FAMILY: Marletto Family LP Allowed $648K in Claims
---------------------------------------------------------
Denali Family Services objects to Proof of Claim No. 20 filed by
the Marletto Family Limited Partnership as exceeding the statutory
limits imposed by 11 U.S.C. Sec. 502(b)(6).  Marletto's claim
arises from its prepetition lease of real property to the debtor.
Its amended claim, filed on DFS's rejection of the lease, was for
total damages of $1,514,744.18.  DFS would limit the claim to
$480,500, representing past due rent as of the petition date,
future monthly rent for 15 months, and the 2014 real property
taxes.  In response to DFS's objection, Marletto contends it is
entitled to recover these amounts, as well as the balance owed for
tenant improvements, a future real estate commission, costs to
remodel the premises, attorney fees, and utilities.  Mareletto now
claims total damages of $1,741,688.60.

In a March 3, 2014 Memorandum Decision available at
http://is.gd/51emsvfrom Leagle.com, Bankruptcy Judge Gary Spraker
ruled that Claim No. 20 should be allowed in the sum of
$647,758.85.  This sum does not include Marletto's claim for
attorney's fees, which is reserved pending supplementation of the
record and further Court order.

Denali Family Services, based in Anchorage, Alaska, filed for
Chapter 11 bankruptcy (Bankr. D. Alaska Case No. 13-00114) on
March 3, 2013.  David H. Bundy, P.C., serves as the Debtor's
counsel.  In its petition, the Debtor estimated $1 million to
$10 million in both assets and debts.  A list of the Company's 20
largest unsecured creditors, filed together with the petition, is
available for free at http://bankrupt.com/misc/akb13-00114.pdf
The petition was signed by Allen Blair, interim chief executive
officer.


DETROIT, MI: Defaults on Financial Obligation Payments to PFRS
--------------------------------------------------------------
The Police and Fire Retirement System of the City of Detroit on
March 6 disclosed that it has outperformed 89% of the public
pension plans with assets of more than $1 billion in the United
States for calendar year 2013, earning 18.5 percent on its
portfolio investments.

"You got everything out of 2013 that you could have expected to
get out of your investments," said Bill Bensur, Managing Director
of Wilshire Associates, in delivering its annual report to the
PFRS Board of Trustees on March 6.  "It's important to take note
of this impressive performance because we always tend to focus on
the bad years."

The PFRS, which has assets of $3.3 billion as of December 31,
2013, generated an 18.5% return on its investments for the
calendar year 2013, according to Wilshire Associates, the national
investment advisor to the Police and Fire Retirement System.
Wilshire, a nationally recognized investment advisor, reported to
the Board that the PFRS earned $564 million in investment gains
for calendar 2013, with investment gains of $181 million achieved
in the fourth quarter.

The 2013 gross rate of return of 19.4 percent ranked in the 11th
percentile in comparing the Police and Fire Retirement System with
a universe of other public pension plans with assets of $1 billion
or more.  The PFRS' annual net rate of return for 2013 was 18.5%.

"This was a good return for the year, a pretty solid absolute
return," said Nick Sefchok, a Wilshire analyst told the board.

The City of Detroit, which entered into bankruptcy in December
2013, has not made any of its financial obligation payments to the
PFRS in more than a year.

Wilshire Associates was hired by the Board in 2012 to serve as its
General Investment Consultant after a lengthy Request For Proposal
process of national financial consultant firms.

"We think the results of performance for 2013 speaks to the
management systems in place and to the quality of our own internal
investment advisors and the national experts we have hired to
advise the pension fund," said Cynthia Thomas, Executive Director
of the Retirement Systems.  "We continue to work on best practices
and performance improvement of the system at all levels to
maximize long term performance for our members and beneficiaries,"
she added.

Wilshire Associates was founded in 1972 and employs some 300
people world wide.  The Pittsburgh-based firm has more than 120
clients and assets under advisement in excess of $700 billion.
Approximately 45 of the firm's clients have single assets over $1
billion and they service numerous public pension plans.

The Police and Fire Retirement System of the City of Detroit --
http://www.PFRSDetroit.org-- was founded under City Charter and
is the fiduciary for the pensions of all police and fire
personnel.  As of 2012 there are some 4,000 active members and
more than 8,000 retirees in the system.  The PFRS has assets of
approximately $3.3 billion and is 96.1% funded for pension
benefits.  The PFRS is a separate entity from the city's General
Retirement System.

                 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 LOCAL DEVELOPMENT: S&P Revises Rating Outlook to Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised the
outlook to negative from stable on the Detroit City Local
Development Finance Authority, Mich.'s series 1997A and 1997B tax-
increment bonds and series 1997C and 1998A bonds.  Standard &
Poor's also affirmed its 'B' rating on the series 1997A and 1997B
bonds and its 'B-' rating on the 1997C and 1998A bonds.

"The negative outlook reflects our uncertainty on the level of
revenue decline from the repeal of personal property taxes in the
state," said Standard & Poor's credit analyst Oladunni Ososami,
"which we believe is likely to put additional pressure on the
vulnerable revenue."

"The speculative-grade ratings reflect our assessment of recent
continued assessed value declines in the project area, which have
further depressed coverage," she added.  The ratings also reflect:

   -- The concentration of the property tax base in one taxpayer,
      with more than 95% of the taxable value of the project area
      in one auto assembly plant, now owned by Fiat;

   -- Inadequate debt service coverage (DSC) in fiscal 2013 for
      all debt at 0.60x; and

   -- The original projected low all-in coverage of just 1.2x over
      the life of the bonds.

Offsetting factors include S&P's view of:

   -- The demonstrated importance of the facility given it is the
      only North American assembly plant building the Jeep Grand
      Cherokee sport utility vehicle; and

   -- Adequate DSC of senior debt in fiscal 2013, which was 1.4x.

The series 1997A and 1997B bonds have a senior pledge of revenues
in the tax-increment area.  The series 1997C and 1998A bonds are
junior to the series 1997A and 1997B bonds.  Additional senior
bonds may be issued if available revenues provide at least 1.5x
coverage of annual senior bond debt service.  Additional junior-
lien bonds may be issued with at least 1.2x coverage of combined
annual debt service.

"The negative outlook reflects our views of the vulnerability of
DSC due to potential further revenue declines," said Ms. Ososami,
"either from falling valuations or from the effects of the repeal
of the personal property tax."  Should revenues fall to levels
that would likely not be sufficient to provide close to 1x
coverage of annual debt service on the senior bonds, S&P could
lower the rating further.

If future legislation exempts the bonds from declines in revenue
associated with the repeal of the personal property tax, S&P could
revise the outlook to stable.  S&P do not expect to raise the
rating over the two-year horizon of the outlook.


DETROIT DOWNTOWN: S&P Lowers Revenue Bonds Rating to 'BB'
---------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
underlying rating (SPUR) on the Detroit Downtown Development
Authority, Mich.'s senior-lien tax-increment revenue bonds to 'BB'
from 'A-'.

"The downgrade reflects the recent declines in the project area's
tax base and the recent repeal of personal property tax in the
state," said Standard & Poor's credit analyst Oladunni Ososami,
"which, we believe, absent any further legislation exempting
revenue declines for existing tax-increment bonds, will
significantly reduce the district's tax base and put significant
additional pressure on the vulnerable revenue."

Standard & Poor's also lowered its SPUR on the authority's junior-
lien bonds to 'BB-' from 'BBB'.  S&P rates the subordinate bonds
one notch below the senior-lien bonds, reflecting the subordinated
pledge of tax-increment revenue.  The outlook on all bonds is
negative, reflecting Standard & Poor's view of likely further
declines in the project area's tax base and uncertainty on the
level of revenue decline from the repeal of personal property in
the state.

"The 'BB' rating also reflects our assessment of the vulnerability
of the authority's future revenues to the final outcome of the
state's repeal of certain personal property taxes," said
Ms. Ososami, "and the high volatility ratio and recent declines in
the tax base which have affected tax-increment revenue,
significantly reducing coverage."  Other factors include:

   -- A highly concentrated tax base with the 10 leading tax
      payers accounting for 92.8% of incremental assessed values;
      and

   -- The senior-lien pledge of tax-increment revenue generated in
      Development Area No. 1.

Offsetting factors include:

   -- The size and depth of the project area, which includes the
      downtown commercial core of the city; and

   -- Bond provisions S&P considers adequate with an additional
      bonds test requiring 1.25x coverage on senior bonds and
      1.15x coverage on combined junior and senior bonds.

Development Area No. 1 encompasses 615 acres and includes much of
Detroit's most valuable real estate and significant developments.
The leading taxpayers include a number of mixed-use commercial and
office complexes, including the Renaissance Center (GM
headquarters), One Detroit Center, several other large office
buildings, and the Greektown Casino. As a result, the tax base is
concentrated, with the 10 leading taxpayers representing 92.8% of
total taxable value within the project area.  Much of the
concentration is due to the combination of the Renaissance Center
and other GM property, which together make up 41.5% of incremental
value.

"The negative outlook reflects our views of the vulnerability of
DSC due to potential further revenue declines," said Ms. Ososami,
"either from falling valuations or from the effects of the repeal
of the personal property tax."  Should revenues fall to levels
that would likely not be sufficient to provide close to 1x
coverage of annual debt service, S&P could lower the rating
further.

If future legislation exempts the bonds from declines in revenue
associated with the repeal of the personal property tax, S&P could
revise the outlook to stable.  S&P do not expect to raise the
rating over the two-year horizon of the outlook.


DEWEY & LEBOEUF: Top Former Executives Said to Face Charges
-----------------------------------------------------------
Matthew Goldstein and Ben Protess, writing for The New York Times'
DealBook, reported that three former top executives of Dewey &
LeBoeuf, the giant law firm that filed for bankruptcy protection
in 2012, are expected to be charged with misleading other lawyers
and lenders about the financial health of the firm.

According to the report, the Manhattan district attorney, Cyrus
Vance Jr., is expected to announce the filing of criminal charges
against the three, Steven H. Davis, the firm's former chairman;
Stephen DiCarmine, the former chief executive; and Joel Sanders,
the former chief financial officer, two people briefed on the
matter said.

The details of the charges are still unclear, the report said.
However, one of those people, who spoke on the condition of
anonymity because the charges have not been made public yet, said
that Mr. Vance would possibly accuse the lawyers of grand larceny.

The filing of charges against the three lawyers would be the most
significant event yet in the collapse of a once mighty firm that
was created by the 2007 merger of Dewey Ballantine and LeBoeuf,
Lamb, Greene & MacRae, two of New York City's most prestigious law
firms, the report related.  The collapse of the firm, which once
had 26 offices around the globe and employed 1,300 people, was
closely followed in the New York legal community as large groups
of lawyers at the firm left to join other practices.

New York prosecutors have been investigating accusations that
Dewey's leadership committee misled other lawyers about the firm's
financial health, along with investors in a private sale of debt
to raise financing for the firm, the report further related.  A
grand jury has been reviewing evidence in the investigation since
the fall.

                       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.


DOTS LLC: Argued with Committee Over Fast Sale Schedule
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Dots LLC argued in court with the official creditors'
committee on the question of how quickly the 400-store women's-
wear retailer should be sold.

Saying that's insufficient time to market a retailer with $339
million in annual revenue, the newly formed creditors' committee
argues that such a quick sale will amount to a "fire sale,"
according to the report.

Pre-bankruptcy lender Salus Capital Partners LLC, the provider of
$36 million in bankruptcy financing, characterized the committee's
objection as a "classic out-of-the-money creditor strategy," the
report said.  Salus wants the bankruptcy judge to give final
financing approval and sanction bid procedures as within Dots's
permissible business judgment.

                         About DOTS LLC

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

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

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

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

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

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


DUMA ENERGY: Now Trading Under New Symbol 'HECC'
------------------------------------------------
Duma Energy 's new stock trading symbol will be HECC effective
Feb. 18, 2014.  This coincides with its new corporate name
HYDROCARB ENERGY CORPORATION also effective Feb. 18, 2014.
The Company was advised of the new stock trading symbol on Feb.
14, 2014, by FINRA.  The Company 's name change is pursuant to a
previously filed amendment to its articles if incorporation with
an effective date of Feb. 18, 2014.

                         About Duma Energy

Corpus Christi, Tex.-based Duma Energy Corp. --
http://www.duma.com/-- formerly Strategic American Oil
Corporation, is a growth stage oil and natural gas exploration and
production company with operations in Texas, Louisiana, and
Illinois.  The Company's team of geologists, engineers, and
executives leverage 3D seismic data and other proven exploration
and production technologies to locate and produce oil and natural
gas in new and underexplored areas.

Duma Energy incurred a net loss of $40.47 million for the year
ended July 31, 2013, a net loss of $4.57 million for the year
ended July 31, 2012, and a net loss of  $10.28 million for the
year ended July 31, 2011.  As of July 31, 2013, the Company had
$26.27 million in total assets, $16.91 million in total
liabilities and $9.36 million in total stockholders' equity.


E.H. MITCHELL: Court Okays Hiring of Richard Martinez as Counsel
----------------------------------------------------------------
E.H. Mitchell & Company, LLC sought and obtained permission from
the Hon. Jerry A. Brown of the U.S. Bankruptcy Court for the
Eastern District of Louisiana to employ Richard W. Martinez as
special counsel.

As reported in the Troubled Company Reporter, Mr. Martinez will
represent the Debtor in Adversary Proceeding No. 13-01106, either
in the bankruptcy court or the state court venue, and in the
formulation of the Debtor's plan and its confirmation as well as
other matters which might arise out of or be related to the areas
of his retention.

The Debtor will pay Mr. Martinez $350 per hour, plus reimbursement
of expenses, for legal services, subject to application and
approval of the Court prior to payment.

Mr. Martinez 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.

Mr. Martinez can be reached at:

       Richard W. Martinez, Esq.
       650 Poydras Street, Suite 1430
       New Orleans, LA 70130
       Tel: (504) 586-1996

E. H. Mitchell & Company LLC sought protection under Chapter 11 of
the Bankruptcy Code on Oct. 8, 2013, (Case No. 13-12786, Bankr.
E.D. La.).  The case is assigned to Judge Jerry A. Brown.

The Debtor is represented by Robert L. Marrero, Esq., at Robert
Marrero, LLC, in New Orleans, Louisiana.

The petition was signed by Michael Furr, secretary/member.


EASTCOAL INC: Period to Make BIA Proposal to Creditors Extended
---------------------------------------------------------------
EastCoal Inc. disclosed that on March 3, 2014 the Supreme Court of
British Columbia granted it a 45-day extension to make a proposal
to its creditors under the Bankruptcy and Insolvency Act (Canada).

The extension has the effect of allowing the Company until
April 17, 2014 in which to make a proposal to creditors.

EastCoal Inc. -- http://www.eastcoal.ca/-- is focused on coal in
Ukraine. The Company is engaged in the acquisition and development
of mineral properties.  The Company is focused on the Verticalnaya
Mine, which is an advanced coal project in the construction phase
located in the Donbass Region of Ukraine.  The Company's mineral
properties include the Verticalnaya Coal Mine, Ukraine.  The
surface mine site in the Verticalnaya Coal Mine covers
approximately 10.4 hectares, including three hectares of approach
roads.  The Company's operations also include the dewatering of
the Main Mine at Verticalnaya.


ELBIT IMAGING: Tel Aviv Stock Exchange OKs Restructuring
--------------------------------------------------------
The Tel Aviv Stock Exchange approved the restructuring plan
between Elbit Imaging Ltd. and the Company's unsecured financial
creditors and the listing of 509,713,459 ordinary shares of the
Company with no par value and the Company's NIS 448,000,000 par
value Series H Notes as well as the Company's NIS 218,000,000 par
value Series I Notes, that approval representing fulfilment of the
conditions precedent as set in Section 7 to the Restructuring
plan.

The Restructuring was previously approved by the District Court of
Tel Aviv-Jaffa.

The timetable for performance of the Restructuring is as follows:

1. The Closing of the Restructuring will be Feb. 20, 2014.

2. The record date for the Restructuring will be Feb. 20, 2014.

3. The last trade date for the Company's Series A to G and 1 Notes
   will be Feb. 17, 2014.

Certain material terms of the Restructuring follow:

Cancellation of the existing notes

In the framework of the Restructuring, all of the Company's Series
A to G and 1 Notes as well as the notes representing the unpaid
portion of the principal in the Series A and Series B Notes
(numbered "Elbthad A HS 2/13" and "Elbthad B HS 2/13",
respectively), will be cancelled and delisted including the
interest payments in respect of A Notes and B Notes which had not
been paid as of Feb. 20, 2013, interest payment in respect of C
Notes which had not been paid as of March 1, 2013, and including
interest payment in respect of F Notes which had not been paid on
April 1, 2013.

Allotment of the issued shares and the new notes

On the Closing Date, the Company will allot and deposit with the
TASE Clearing House the Issued Shares and the New Notes to the
Company's unsecured financial creditors (whomever will be holding
the Existing Notes on the Restructuring Record Date as well as
Bank Leumi Le-Israel Ltd.).  The Issued Shares and New Notes are
expected to be distributed to those unsecured financial creditors
on Feb. 21, 2014.

It is clarified that the notes held by the Company's subsidiary
will be cancelled with no consideration given.

First payment of interest in respect of the Series H Notes

The record date for the first payment of interest in respect of
the Series H Notes will be Feb. 23, 2014.  The date of the
aforesaid first payment of interest will be March 9, 2014.

Share issuance to Bank Hapoalim Ltd.

In accordance with the Court Ruling, on the Closing Date the
Company will allot Bank Hapoalim Ltd. and deposit with the TASE
Clearing House 16,594,036 ordinary shares of the Company with no
par value, pursuant to an agreement between the Company and Bank
Hapoalim as detailed in the Company's announcement on Nov. 14,
2013.

                       About Elbit Imaging Ltd.

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

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

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

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

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

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

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

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


ELMS DUPLEXES: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: The Elms Duplexes, LLC
        109-A Shady Lane
        Belton, MO 64012

Case No.: 14-40653

Chapter 11 Petition Date: March 5, 2014

Court: United States Bankruptcy Court
       Western District of Missouri (Kansas City)

Judge: Hon. Arthur B. Federman

Debtor's Counsel: Michelle M. Masoner, Esq.
                  BRYAN CAVE LLP
                  1200 Main St., Suite 3500
                  Kansas City, MO 64105
                  Tel: 816-374-3200
                  Fax: 816-374-3300
                  Email: michelle.masoner@bryancave.com

                    - and -

                  Purvi M. Shah, Esq.
                  BRYAN CAVE LLP
                  1200 Main St., Ste. 3500
                  Kansas City, MO 64105
                  Tel: 816-374-3348
                  Fax: 816-374-3300
                  Email: purvi.shah@bryancave.com

                    - and -
                  Mark G. Stingley, Esq.
                  BRYAN CAVE LLP
                  1200 Main St., Ste. 3500
                  Kansas City, MO 64105-2152
                  Tel: 816-374-3200
                  Fax: 816-374-3300
                  Email: mgstingley@bryancave.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Matthew B. Runte, managing member.

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


ELEPHANT TALK: Amends 2012 Form 10-K to Correct Auditor's Report
---------------------------------------------------------------
Elephant Talk Communications Corp. amended its annual report on
Form 10-K for the fiscal year ended Dec. 31, 2012, which was
originally filed on April 2, 2013, to include the corrected
reports of its registered public accounting firm, BDO USA, LLP.
This Amendment No. 3 does not affect any other parts of, or
exhibits to, the Original Filing.

In their report on the consolidated financial statements for the
year ended Dec. 31, 2012, BDO USA, LLP, in Los Angeles, CA, issued
a going concern qualification stating that the Company has
suffered recurring losses from operations, has an accumulated
deficit of $203.3 million and continues to generate negative cash
flows. These factors, among others things, raise substantial doubt
about its ability to continue as a going concern

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

                       http://is.gd/pQIAsR

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

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

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


EMPRESAS INTEREX: United Surety Files Objection to Settlement
-------------------------------------------------------------
United Surety Company filed an objection to the settlement
agreement between Empresas Interex Inc. and creditor Municipal
Revenue Collection Center, known in Spanish as Centro de
Recaudacion de Ingresos Municipales (CRIM).  The creditor earlier
filed a settlement agreement relative to CRIM's proof of claim
no. 13.

According to the settlement, the Parties agreed to settle the
proof of claim in full through a payment of $44,654.63.  The
amount is to be satisfied from the $62,238.99 deposited in an
account and the remaining $17,584.36 would be transferred to the
Debtor.

The Debtor and Ryam Construction Corp. had entered into an
agreement for the construction of a residential project known as
Ubanizacion Ciudad Atlantis.  In relation to the Project, at
Ryam's request, USIC issued the payment and performance bond
number 06107429.

As a result of Ryam's default to pay for labor and materials, and
in compliance with its obligation under the bond, USIC made
payments totaling $79,234.40.  Ryam still owes USIC the entire
$79,234.40, plus accrued interests.

USIC, as surety of the Project, claims that it has a preferential
treatment interest in such funds.  In addition, USIC is entitled
to subrogate to Ryam's rights in contract retainages and progress
payments against Debtor in the Project.  USIC argues that the
Debtor intends to distribute funds that do not belong to the
estate.

                   Debtor Replies to Objection

The Debtor had filed an objection to Ryam's POC, which was granted
by the Bankruptcy Court, to the effect that Ryam had failed to
complete its work at the Project, as agreed to with Debtor.  Thus,
Debtor was forced to assume the remaining tasks to be performed by
Ryam at the Project and incurred in $1,215,677.91, surpassing the
agreed and approved budget with Ryam by $334,491.41, which amount
is owed to the Debtor by Ryam.

As of the date of the signing of the Settlement, the Debtor said
it is clear that Ryam has no enforceable claim as to the Debtor's
estate, since its claim has been decided.  The Debtor argues that
any right of the workmen or suppliers to collect from the owner of
the project is limited to the amount owed by the owner to the
contractor.

Considering that Ryam's POC was denied and Ryam did not make a
claim in relation to funds in the Account, the Debtor contends
that Ryam has no existing rights in contract retainages and
progress payments against Debtor under which USIC could subrogate
itself and be entitled to payment.

                    About Empresas Interex Inc.

San Juan, Puerto Rico-based Empresas Interex Inc. is engaged in
the development, construction, and lease of real estate.  One of
the Debtor's construction project is known as Ciudad Atlantis at
Hato Bajo Ward, Arecibo, Puerto Rico.

Empresas Interex filed for Chapter 11 bankruptcy (Bankr. D.P.R.
Case No. 11-10475) on Dec. 7, 2011.  Bankruptcy Judge Mildred
Caban Flores presides over the case.  The company disclosed
$11,412,500 in assets and $9,335,561 in liabilities.  The Debtor
is represented by Charles A. Cuprill P.S.C. Law Offices.


EMPRESAS INTEREX: Minor Correction in Reorganization Plan Approved
------------------------------------------------------------------
Judge Mildred Caban Flores has approved an "urgent" motion filed
by Empresas Interex Inc. to correct the Debtor's First Amended
Plan of Reorganization.  The Plan is corrected to reflect the
correct property number to be transferred to DF Services, LLC.

The Plan lists the real property to be transferred to DF Services
as property number 30,300, when its correct number is 30,400.
Interex is in the process of transferring the property to DF
pursuant to the Plan, through a public deed.  For its recording
with the Registry of the Property of Puerto Rico needs for its
number to be corrected.  Interex needs for the number of the
property to be corrected to be able to transfer the same and
consummate the Plan.

                    About Empresas Interex Inc.

San Juan, Puerto Rico-based Empresas Interex Inc. is engaged in
the development, construction, and lease of real estate.  One of
the Debtor's construction project is known as Ciudad Atlantis at
Hato Bajo Ward, Arecibo, Puerto Rico.

Empresas Interex filed for Chapter 11 bankruptcy (Bankr. D.P.R.
Case No. 11-10475) on Dec. 7, 2011.  Bankruptcy Judge Mildred
Caban Flores presides over the case.  The company disclosed
$11,412,500 in assets and $9,335,561 in liabilities.  The Debtor
is represented by Charles A. Cuprill P.S.C. Law Offices.


ESSENTIAL POWER: Moody's Lowers 1st Lien Debt Rating to B1
----------------------------------------------------------
Moody's Investors Service downgraded Essential Power LLC's 1st
Lien Senior Secured Facilities to B1 from Ba3 while also
downgrading the 2nd Lien Secured Notes to B2 from B1. This rating
action concludes the review for possible downgrade that had been
initiated on December 17, 2013. Essential's rating outlook is
stable.

Ratings Rationale

The rating action reflects Moody's expectation that Essential
Power's credit agreement will be amended in a manner consistent
with our understanding of the amendment terms, including the
substantial financial support contemplated from Essential's
sponsor IFM Investors ("IFM" or "the Sponsor") at amendment close.
These positive attributes are balanced against Essential's
primarily merchant exposure over the next several years, which
creates cash flow volatility particularly given the weakened
financial metrics anticipated over the time frame. While the
elimination of Newington's Heat Rate Call Option (HRCO) risk, the
Sponsor's contribution towards Newington Energy gross margin floor
support, and the redemption of the 2nd lien secured facility are
all positive credit considerations, the expiration of the Lakewood
PPA, the most reliable source of cash flow in the portfolio,
coupled with the weakened and potentially volatile energy margins
across the portfolio are characteristics reflective of the B
rating category. The B1 1st Lien rating benefits from good
visibility into the PJM and NE ISO Capacity markets, a capable
operating performance and especially, the meaningful commitment
from the Sponsor. In that vein, our rating action incorporates a
view that the Sponsor will continue to support the Borrower in
subsequent periods if covenant pressure were to surface under
Essential's credit facilities owing to even weaker than expected
financial results.

The B1 rating acknowledges Newington plant's dual-fuel capability
which allows Essential to benefit from NE ISO's Winter Reliability
Program (WRP) capacity revenues and economic dispatch under fuel
oil during periods of gas price spikes. However, the volatility in
realized gas prices for assets in PJM and NE ISO introduces a fair
degree of uncertainty in Essential's merchant energy revenues.
That said, known capacity revenues contribute to 37% of
Essential's total revenues in the Moody's case over the next few
years, and Moody's expect that the Essential plants will continue
to be recipients of capacity revenues over the foreseeable future
in subsequent auctions.

From a financial metrics perspective, based on various sensitivity
cases examined, Moody's expect Essential to produce financial
metrics in line with the lower end of the B rating category. For
example, Moody's calculate that under the management case, the 3
year average ratio of Funds from Operations to Debt (FFO/Debt) is
expected to approximate around 4.5% and the 3 year average ratio
for debt service coverage is about 1.4x. While these financial
metrics could merit consideration of a lower rating within the B
rating category, the B1 rating primarily factors in the meaningful
financial support provided by the Sponsor along with a relatively
strong capital structure at Essential.

Moody's also lowered the rating on the 2nd lien debt by one notch
to B2 from B1. Moody's understand, however, that as part of the
amendment, the 2nd lien debt is expected to be redeemed by the end
of Q2 2014. Moody's  view the redemption of the very high coupon
2nd lien debt as a credit positive to 1st lien creditors. Should
that redemption occur in its entirety, Moody's will withdraw
rating for the 2nd lien notes. The current one notch rating
differential between the two tranches of debt considers the terms
of the credit documents that provide for 2nd lien interest to be
paid after the 1st lien interest and 1st lien mandatory principal
amortization, but before the 1st lien cash flow sweep as well as
the existence of cross default provision between the 1st and 2nd
lien debt facilities.

The stable outlook incorporates Moody's view that the credit
agreement will be amended as anticipated which should stabilize
credit quality over the intermediate term. The stable outlook
recognizes the meaningful degree of financial support coming from
the Sponsor including plans to implement gross margin floor
support at Newington. The stable outlook acknowledges the good
visibility that exists for capacity revenues into the 2017/18 time
frame, and factors in the expectation that the Essential assets
will continue to be beneficiaries of these capacity revenues in
subsequent auctions. The outlook further expects the assets to
continue to operate consistent with their design capability, and
that the project meets financial projections over the next several
years.

In light of the rating action and Moody's expectation that
financial metrics will remain within the B-rating category, the
rating is unlikely to be upgraded in the intermediate-term. The
rating could face upward momentum should the project repay the
term loan faster than expected, secure more robust and more
predictable cash flows from subsequent capacity auctions or from
the execution of reliable hedges, which together help to achieve
sustained financial metrics commensurate with Ba rating category.

The rating could face downward pressure if the anticipated energy
margins are not realized, or if there are any events such as
extended outages or fuel supply disruptions that might prevent
Essential Power from producing anticipated energy margins.
Additionally, Essential's inability to execute the amendment to
the credit agreement, as well as the failure to redeem the 2nd
lien notes could also negatively affect the rating.

The current ratings are based upon Moody's understanding of the
proposed terms and conditions of the Second Amendment and are
subject to Moody's receipt and review of final documentation being
consistent with the proposed terms.

The principal methodology used in this rating was Power Generation
Projects published in December 2012.

The last rating action was on December 17, 2013, when Essential's
1st lien facilities' rating was downgraded to Ba3 from Ba2 and the
ratings were placed under review for possible further downgrade.

Essential Power, LLC is a wholesale power generation and marketing
company. It is a special purpose entity formed by a fund managed
by IFM to acquire and hold a portfolio of five power generation
assets totaling 1,721 MW located in the ISO-New England and PJM
power markets. The portfolio was acquired from Consolidated Edison
Development, Inc in 2008.

IFM is an investment management company based in Australia
specializing in the management of private investment products
across infrastructure, listed equities, private equity and debt.
It is ultimately owned by 30 major Australian pension funds. IFM
has approximately US$45 billion under management across a range of
investment products, including US$17 billion of global
infrastructure investments under management.


EVENT RENTALS: March 14 Hearing on Kurtzman Carson as Admin Agent
-----------------------------------------------------------------
The Bankruptcy Court will convene a hearing on March 14, 2014, at
10:00 a.m., to consider Event Rentals Inc., et al.'s request to
employ Kurtzman Carson Consultants LLC as administrative agent.
Objections, if any, are due March 7, at 4:00 p.m.

The Debtors related they have also filed an application to employ
KCC as claims and noticing agent.

KCC as administrative agent will, among other things:

   -- assist with the preparation of the Debtors' schedules of
      assets and liabilities and statements of financial
      affairs; and

   -- tabulate votes and perform subscription services as may be
      requested or required in connection with any and all plans
      of reorganization filed by the Debtors and provide ballot
      reports and related balloting and tabulation services.

Evan Gershbein, senior vice president of corporate restructuring
services for KCC, assured the Court that KCC is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                         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.

A seven-member official committee of unsecured creditors has been
appointed in the case.

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: Taps Andrew Hinkleman of FTI Consulting as CRO
-------------------------------------------------------------
Event Rentals Inc., et al., ask the U.S. Bankruptcy Court for the
District of Delaware for permission to employ FTI Consulting,
Inc., and approve the designation of Andrew Hinkleman, senior
managing director of FTI, as chief restructuring officer.

FTI will provide financial related services, including, among
other things:

   1. certain liquidity forecasting services, including evaluating
the Debtors' current liquidity position and expected future cash
flows, assisting the management and control of cash disbursements,
advising the Debtors on cash conservation measures and assisting
with implementation of cash forecasting and reporting tool as
requested, assisting with the preparation and negotiation of the
Debtors' postpetition financing budgets and related documents, and
managing liquidity during the Chapter 11 cases; and

   2. certain restructuring and other advisory services, including
assessing potential earning based on location and product line,
analyzing long term capital needs, assisting with working capital
management, participating in the development in developing
strategies related to merchandise and other vendors, and assisting
the Debtors and other advisors in developing strategy relating to
existing and prospective capital provider.

The Debtors add that FTI has been providing and will continue to
provide strategic communication services.

The Debtors will compensate FTI a monthly, non-refundable advisory
fee of $185,000.  The Debtors agreed to pay Mr. Hinkelman and
other FTI employees their standard hourly rates.  The Debtors also
agreed to pay FTI an additional monthly fee of $15,000 in exchange
for FTI's work on the strategic communication objectives,
beginning Feb. 14, 2014, and continuing on the 14th day of each
calendar month thereafter.

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

                         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.

A seven-member official committee of unsecured creditors has been
appointed in the case.

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: Wants to Employ White & Case as Bankruptcy Counsel
-----------------------------------------------------------------
Event Rentals Inc., et al., ask the Bankruptcy Court for
permission to employ White & Case LLP as counsel.

The Court will convene a hearing on March 14, 2014, at 10:00 a.m.,
to consider approval of the application.  Objections, if any, are
due March 7, at 4:00 p.m.

W&C will represent the Debtors in coordination with Fox
Rothschild.  The Debtors relate that W&C and Fox Rothschild have
discussed a division of responsibilities in connection with the
representation and will make every effort to avoid or minimize
duplication of services.

John K. Cunningham, a partner at W&C, tells the Court he will lead
the engagement, and his rate is $985.  The hourly rate of other
personnel working on the case:

         Partners               $750 - $1,100
         Counsel                $530 -   $850
         Associates             $405 -   $765
         Paraprofessionals      $215 -   $315

Mr. Cunningham adds that the firm received payments from the
Debtors in the aggregate amount of $1,000,000 for professional
services.  As of the Petition Date, the Debtors owed W&C $643,111.

Mr. Cunningham assures the Court that W&C is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                         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.

A seven-member official committee of unsecured creditors has been
appointed in the case.

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.


FLETCHER INT'L: United Community Banks Enters Into Settlement
-------------------------------------------------------------
United Community Banks, Inc. and its subsidiary United Community
Bank on March 5 reported a settlement agreement with the
Chapter 11 Trustee for Fletcher International, Ltd., pursuant to
which United will purchase the outstanding warrant to purchase
United's common stock previously issued to Fletcher and settle any
and all claims that could be asserted by Fletcher.  The settlement
agreement is subject to bankruptcy court approval.

As a result of the Trustee's efforts to liquidate the Fletcher
bankruptcy estate's assets, United and Fletcher entered into the
settlement agreement pursuant to which United has agreed to
deliver 640,000 shares of its common stock and cash that, together
with the common stock, will have a combined fair value of $12
million for the purchase of the Fletcher warrant and release of
all claims by Fletcher.  The value of United's common stock to be
issued approximates the current fair value of the Fletcher warrant
and therefore the transaction will be accounted for as an exchange
of equity instruments with no impact on United's current earnings.
United expects to fund the settlement 15 days following the
court's approval, and the final cash payment due to Fletcher will
be an amount equal to the difference between the value of United's
common stock on such date and $12 million, which was previously
reserved for at the time of the 2013 settlement with FILB
Co-Investments LLC for potential claims that Fletcher might make
against United, which are the subject of this settlement.
Therefore, no current earnings impact is expected as a result of
the settlement.

"With this settlement, we have resolved all claims from the
transactions between United and Fletcher for a small amount in
excess of the current fair value of the Fletcher warrant," stated
Jimmy Tallent, president and chief executive officer of United.
"By purchasing the Fletcher warrant now, which has significant
value due to the five years remaining before expiration, we
minimize future dilution to shareholders that could result if the
warrant remained outstanding.  The additional cash to be
transferred has been reserved for by United, and the impact of
issuing additional shares will be minimal to United's future
earnings and tangible book value per share."

                  About United Community Banks

United Community Banks, Inc. -- http://www.ucbi.com-- is the
third-largest Georgia-based bank holding company.  Based in
Blairsville, the company has assets of $7.4 billion and operates
102 banking offices throughout north Georgia, the Atlanta region,
coastal Georgia, western North Carolina, east Tennessee and
western South Carolina.  United specializes in personalized
community banking services for individuals and small- to mid-size
businesses, and also offers the convenience of 24-hour access
through a network of ATMs, telephone and on-line banking.
United's common stock is listed on the Nasdaq Global Select Market
under the symbol UCBI.

                   About Fletcher International

Fletcher International, Ltd., filed a bare-bones Chapter 11
petition (Bankr. S.D.N.Y. Case No. 12-12796) on June 29, 2012, in
Manhattan.  The Bermuda exempted company estimated assets and
debts of $10 million to $50 million.  The bankruptcy documents
were signed by its president and director, Floyd Saunders.

David R. Hurst, Esq., at Young Conaway Stargatt & Taylor, LLP, in
New York, serves as counsel and Appleby (Bermuda) Limited serves
as special Bermuda counsel.  The Debtor disclosed $52,163,709 in
assets and $22,997,848 in liabilities as of the Chapter 11 filing.

Fletcher International Ltd. is managed by the investment firm of
Alphonse "Buddy" Fletcher Jr.

Fletcher Asset Management was founded in 1991.  During its initial
four years, FAM operated as a broker dealer trading various debt
and equity securities and making long-term equity investments.
Then, in 1995, FAM began creating and managing a family of private
investment funds.

The Debtor is a master fund in the Fletcher Fund structure.  As a
master fund, it engages in proprietary trading of various
financial instruments, including complex, long-term, illiquid
investments.

The Debtor is directly owned by Fletcher Income Arbitrage Fund and
Fletcher International Inc., which own roughly 83% and 17% of the
Debtor's common shares, respectively.  Arbitrage's direct parent
entities are Fletcher Fixed Income Alpha Fund and FIA Leveraged
Fund, both of which are incorporated in the Cayman Islands and are
subject to liquidation proceedings in that jurisdiction, and which
own roughly 76% and 22% of Arbitrage's common stock, respectively.
The Debtor currently has a single subsidiary, The Aesop Fund Ltd.

After filing for Chapter 11 protection, Fletcher immediately
started a lawsuit in bankruptcy court to stop the involuntary
bankruptcy in Bermuda.  Judge Gerber at least temporarily halted
liquidators appointed in the Cayman Islands from moving ahead with
proceedings in Bermuda.  The lawsuit to halt the Bermuda
liquidation is Fletcher International Ltd. v. Fletcher Income
Arbitrage Fund, 12-01740, in the same court.

Richard J. Davis, Chapter 11 trustee appointed in the case, has
hired Michael Luskin, Esq., Lucia T. Chapman, Esq., and Stephanie
E. Hornung, Esq., at Luskin, Stern & Eisler LLP as his
counsel.

The Chapter 11 trustee filed a proposed liquidating Plan in
November 2013.  The disclosure statement was approved on Jan. 17,
2014.


FLEXCOIN INC: Bitcoin Bank Closes After Being Robbed by "Hackers"
-----------------------------------------------------------------
Another online holder of the virtual currency known as bitcoins is
shutting down, after hackers made off with the equivalent of about
$670,000 from the Alberta company, Canada's Globe and Mail
reported.

According to Globe and Mail, Flexcoin Inc., which bills itself as
the "first bitcoin bank," told users on its website on March 4
that it was winding up operations after the theft on Monday of 896
bitcoins, which, according to the Associated Press, translates
into a loss of about $600,000, based on bitcoin's current trading
value.

The Associated Press said unlike banks dealing in government-
backed currencies, Flexcoin's losses aren't covered by deposit
insurance. The Alberta, Canada, bank says it can't recover from
the setback.  Flexcoin says bitcoins stored offline remain secure.

The twin failures of Mt. Gox and Flexcoin will likely raise more
doubts about bitcoin's ability to establish itself as an
alternative currency, the Associated Press added.


FRIENDSHIP DAIRIES: Judge Denies AgStar's Bid to Dismiss Case
-------------------------------------------------------------
U.S. Bankruptcy Judge Robert Jones issued an order denying the
request of AgStar Financial Services, FLCA to dismiss the Chapter
11 case of Friendship Dairies.

In the same court order, Judge Jones also denied the request of
the U.S. trustee to appoint a bankruptcy trustee for Friendship
Dairies.

AgStar had asked for dismissal of Friendship Dairies' case, saying
its operation "has resulted in substantial and continuing loss to
or diminution of the estate" and that there is "no reasonable
likelihood of rehabilitation."  Friendship Dairies' largest
secured creditor also accused the company of mismanagement.

                     About Friendship Dairies

Friendship Dairies, a general partnership, filed a Chapter 11
petition (Bankr. N.D. Tex. Case No. 12-20405) in Amarillo, Texas,
on Aug. 6, 2012.  The Debtor operates a dairy near Hereford, Deaf
Smith County, Texas.  The dairy consists of 11,000 head of cattle,
fixtures and equipment.  The Debtor also farms 5,000 acres of land
for production of various crops used in feeding for the cattle.

The Debtor owes McFinney Agri-Finance, LLC, $16 million secured
by the Debtor's property, which is appraised at more than
$24 million.  The Debtor disclosed $44,421,851 in assets and
$45,554,951 in liabilities as of the Chapter 11 filing.

Bankruptcy Judge Robert L. Jones oversees the case.  J. Bennett
White, P.C., serves as the Debtor's counsel.  The petition was
signed by Patrick Van Adrichem, partner.

The U.S. Trustee appointed a six-member creditors committee in the
Debtor's case.  The Committee tapped Levenfeld Pearlstein
as lead counsel, and Mullin, Hoard & Brown as local counsel.


FRIENDSHIP DAIRIES: AgStar Asks Court to Reconsider Stay Order
--------------------------------------------------------------
AgStar Financial Services, FLCA, asked a bankruptcy judge to
reconsider his decision that put on hold temporarily his earlier
ruling that allowed the company to foreclose on its collateral.

U.S. Bankruptcy Judge Robert Jones on Feb. 10 temporarily
suspended his Jan. 7 ruling until a higher court hears the appeal
of Friendship Dairies to review his ruling that allowed AgStar to
foreclose on a real property where the company's dairies and
farmland are located.

In his Feb. 10 decision, the bankruptcy judge said that the
temporary suspension "best serves the interests of all parties."
Judge Jones, however, required the company to make monthly payment
of $85,000 to AgStar and provide proof of insurance on the
collateral.

In court papers filed last week, John O'Brien, Esq., at Snell &
Wilmer LLP, in Denver, Colorado, urged the bankruptcy judge to
take into consideration the "significant harm" that the temporary
suspension would cause AgStar.

Mr. O'Brien cited, among other things, the rapid decline in the
equity in AgStar's collateral in light of recent downward trends
on farm land values, and the fees the company will incur in
defending the appeal.

Mr. O'Brien asked the bankruptcy judge to require Friendship
Dairies to provide the company with "adequate security" should he
refuse to vacate his Feb. 10 order.

The lawyer said the monthly payment should be increased to
$144,000, and that Friendship Dairies should confirm that the
collateral is insured.

Friendship Diaries previously received hail insurance checks
totaling $755,000 for damage to a portion of AgStar's collateral.
That portion is uninsured because the insurer won't pay twice for
the same loss, according to court papers.

Judge Jones will hold a hearing on April 10 to consider approval
of the request.

AgStar's lawyers can be reached at:

         John O'Brien, Esq.
         Scott C. Sandberg, Esq.
         Brian P. Gaffney, Esq.
         LAW OFFICES OF SNELL & WILMER
         1200 Seventeenth Street, Suite 1900
         Denver, Colorado 80202-5854
         Tel: (303) 634-2000
         Fax: (303) 634-2020
         E-mail: jobrien@swlaw.com
                 ssandberg@swlaw.com
                 bgaffney@swlaw.com

                     About Friendship Dairies

Friendship Dairies, a general partnership, filed a Chapter 11
petition (Bankr. N.D. Tex. Case No. 12-20405) in Amarillo, Texas,
on Aug. 6, 2012.  The Debtor operates a dairy near Hereford, Deaf
Smith County, Texas.  The dairy consists of 11,000 head of cattle,
fixtures and equipment.  The Debtor also farms 5,000 acres of land
for production of various crops used in feeding for the cattle.

The Debtor owes McFinney Agri-Finance, LLC, $16 million secured
by the Debtor's property, which is appraised at more than
$24 million.  The Debtor disclosed $44,421,851 in assets and
$45,554,951 in liabilities as of the Chapter 11 filing.

Bankruptcy Judge Robert L. Jones oversees the case.  J. Bennett
White, P.C., serves as the Debtor's counsel.  The petition was
signed by Patrick Van Adrichem, partner.

The U.S. Trustee appointed a six-member creditors committee in the
Debtor's case.  The Committee tapped Levenfeld Pearlstein
as lead counsel, and Mullin, Hoard & Brown as local counsel.


GELT PROPERTIES: Eckert Withdraws as Committee's Counsel
--------------------------------------------------------
Eckert Seamans Cherin & Mellot LLC in January filed papers with
the U.S. Bankruptcy Court for the Eastern District of Pennsylvania
seeking authority to withdraw as counsel to the Official of
Unsecured Creditors of Gelt Financial Corporation and Gelt
Properties LLC.

Paul J. Schoff, Esq., attorney at the firm, tells the Court he
believes that given the present posture of the case, and in
particular, the approval of a settlement agreement with the
Committee which has been incorporated into the plan or
reorganization that is scheduled for confirmation, the Committee
will not need legal representation going forward.

Mr. Schoof says withdrawal of the firm will not adversely impact
the interests of the Committee at this time.

A hearing to consider the firm's withdrawal request was set for
March 5, 2014, at 11:00 a.m., at nix5 - Courtroom #5.

                     About Gelt Properties

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

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

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

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

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

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


GENERAL MOTORS: U.S. Increases Pressure Over Delay in Auto Recall
-----------------------------------------------------------------
Jeff Bennett, writing for The Wall Street Journal, reported that a
federal probe into why General Motors Co. took nearly 10 years to
recall cars with a potentially deadly defect heated up on
Wednesday as safety regulators demanded the auto maker answer 107
questions on its handling of a faulty ignition switch.

Separately, an outside law firm retained by GM has begun
questioning employees as part of its internal investigation,
according to the report, Chief Executive Mary Barra pledged in a
letter to employees to get an "unvarnished report on what
happened." The company didn't identify the law firm.

The National Highway Traffic Safety Administration directed GM to
answer a list of questions regarding its February recall of 1.6
million vehicles for faulty ignition switches, the report related.
The safety agency told GM to respond by April 3 or face as much as
$7,000 a day in penalties.

"We are a data-driven organization, and we will take whatever
action is appropriate based on where our findings lead us," NHTSA
said in a statement, the report cited.  The auto maker faces an up
to $35 million fine if the agency determines it took too long to
commence the recall after a defect was identified.

Thirteen deaths have been linked to the problem switch, which was
used in some Chevrolet Cobalt and HHR, Pontiac G5 and Solstice,
Saturn Ion and Sky models, the report added.  GM has said a
jarring of the ignition key or too much weight on a key ring
attached to the ignition key can cause the switch to turn off,
disabling power to the air bags.

                     About Motors Liquidation

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

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

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

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


GOLDKING HOLDINGS: Panel Hires Brinkman Portillo as Counsel
-----------------------------------------------------------
The Official Committee of Unsecured Creditors of Goldking
Holdings, LLC and its debtor-affiliates seeks authorization from
the U.S. Bankruptcy Court for the Southern District of Texas to
retain Brinkman Portillo Ronk, APC as counsel to the Committee,
nunc pro tunc to Feb. 7, 2014.

The Committee requires Brinkman Portillo to:

   (a) provide legal advice as necessary with respect to the
       Committee's powers and duties as an official committee
       appointed under 11 U.S.C. Section 1102;

   (b) assist the Committee in investigating the acts, conduct,
       assets, liabilities, and financial condition of the Debtor,
       the operation of the Debtor's business, potential claims,
       and any other matters relevant to the case, to the sale of
       assets or the formulation of a plan of reorganization (a
       "Plan");

   (c) participate in the formulation of a Plan;

   (d) provide legal advice as necessary with respect to any
       disclosure statement and Plan filed in this case and with
       respect to the process for approving or disapproving
       disclosure statements and confirming or denying
       confirmation of a Plan;

   (e) prepare on behalf of the Committee, as necessary,
       applications, motions, complaints, answers, orders,
       agreements and other legal papers;

   (f) appear in Court to present necessary motions, applications,
       and pleadings, and otherwise protecting the interests of
       those represented by the Committee;

   (g) assist the Committee in requesting the appointment of a
       trustee or examiner, should such action be necessary; and

   (h) perform such other legal services as may be required and
       that are in the best interests of the Committee and
       creditors.

Brinkman Portillo will be paid at these hourly rates:

       Daren R. Brinkman, Partner         $575
       Laura J. Portillo, Partner         $495
       David H. Oken, Of Counsel          $485
       Kevin C. Ronk, Partner             $390
       Associate Attorneys                $330
       Paralegals and Law Clerks          $175

Brinkman Portillo will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Daren R. Brinkman, shareholder of Brinkman Portillo, 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.

Brinkman Portillo can be reached at:

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

                      About Goldking Holdings

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

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

The Debtors are represented by Scott W. Everett, Esq., and
Christopher L. Castillo, Esq., at Haynes And Boone, LLP.  Robert
S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, LLP, in
Wilmington, Delaware, serves as the Debtors' co-counsel.  The
Debtors' notice, claims, solicitation and balloting agent is Epiq
Bankruptcy Solutions, LLC.

Lantana Oil & Gas Partners was initially hired as the Debtors'
financial advisors.  In December 2013, the Debtors won Court
approval to employ E-Spectrum Advisors LLC, led by its CEO Coy
Gallatin, as asset sale advisor.

Alvarez & Marsal Global Forensic and Dispute Services, LLC, has
been engaged to provide computer forensics and related services.

Goldking Holdings disclosed $16,170 in assets and $11,484,881 in
liabilities as of the Chapter 11 filing.

Judy A. Robbins, United States Trustee for the Southern District
of Texas, appointed a three-member official committee of unsecured
creditors.


GOODYEAR TIRE: S&P Revises Outlook to Positive & Affirms 'BB-' CCR
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its rating
outlook on The Goodyear Tire & Rubber Co. (Goodyear) to positive
from stable and affirmed its 'BB-' corporate credit rating on the
company.

At the same time, S&P affirmed its 'BB+' issue-level rating and
'1' recovery rating on the company's EUR400 million European
revolving credit facility due 2016.  The '1' recovery rating
indicates S&P's expectation that lenders will receive a very high
recovery (90%-100%) in the event of a default.  In addition S&P
affirmed its 'BB' issue-level rating and '2' recovery rating (70%-
90% recovery expectation) on Goodyear's $1.2 billion term loan and
Goodyear Dunlop Tires Europe B.V.'s (GDTE's) EUR250 million senior
unsecured notes due 2019.  S&P also affirmed its 'B+' issue-level
rating and '5' recovery rating (10%-30% recovery expectation) on
Goodyear's other senior unsecured debt.

"The revised outlook reflects our expectation for an at least a
one-in-three chance of an upgrade of Goodyear during the next 12
months," said Standard & Poor's credit analyst Lawrence Orlowski.
Goodyear has fully funded its U.S. pension plans, and they will be
frozen on April 30, 2014.  The immediate effect is an improved
number of debt-based financial metrics, including debt to EBITDA
of 2.9x and free operating cash flow (FOCF) to debt of 7% for
2014.  S&P still assess Goodyear's financial risk profile as
"aggressive," given the potential volatility in the company's
credit metrics and its still relatively weak free cash flow.
However, S&P believes the company's credit measures could continue
to improve and support a higher rating over the next 12 months.
Specifically, S&P believes its level of free cash flow generation
could improve above its base-case estimate and support a
"significant" financial risk profile over the next year.

The outlook is positive.  S&P believes there is an at least a one-
in-three chance of an upgrade of Goodyear during the next 12
months.

An upgrade would most likely occur if S&P's assessment of the
company's financial risk profile improves to "significant" from
"aggressive."  This could occur if S&P believes leverage will stay
below 4.0x and free operating cash flow to debt will reach or
exceed 10%.  The company's strategy of supplying high-value-added
tires to the premium and branded mid-tier segments of the market
and its ongoing initiatives to improve its operational efficiency
could improve free operating cash flow and result in a higher
rating.

S&P could revise the outlook to stable if global tire demand
declines significantly or if raw material prices spike, thereby
making it unlikely that the company could generate free operating
cash flow to debt of more than 10% or if it pushes leverage to
more than 4x.  This could occur if Goodyear's revenue falls 5% or
more in 2014 from 2013 and if its gross margins (excluding
depreciation and research and development) drop below 24% and
remain at that level.


GREAT HEARTS: Fitch Affirms 'BB' Rating on $16.4MM Revenue Bonds
----------------------------------------------------------------
Fitch Ratings has affirmed its 'BB' rating on approximately $16.4
million of educational revenue bonds, series 2012 issued by the
Industrial Development Authority of the City of Phoenix on behalf
of Great Hearts Academies (Veritas Project).

The Rating Outlook is Stable.

Security

The bonds are a joint and several obligation of two charter
schools, Veritas Preparatory Academy (VPA) and Archway Classical
Veritas (ACV) (together, the schools) and are payable from all
legally available revenues.  The bonds are further secured by a
first mortgage lien over the facility in which the schools are co-
located, and a cash-funded debt service reserve.

Key Rating Drivers

Stable Operations: The rating is supported by VPA's successful 11-
year operating history; favorable demand trends evidenced by a
track record of enrollment growth and robust waiting lists at both
schools; and recent trend of positive operating results on a
combined basis.

Limited History Of Acv: ACV's limited two-year operating history
currently hampers the rating.  Per Fitch's charter school rating
criteria, the calculation of debt service coverage therefore only
includes VPA.  Transaction maximum annual debt service (TMADS)
coverage on the series 2012 bonds from VPA operations alone was
just 0.4x in fiscal 2013.  TMADS coverage rises to 1.2x on a
combined basis.

High Debt Burden: The schools' financial leverage remains high as
measured by a TMADS burden of at or just under 15% on a combined
basis over the two prior fiscal years (2012-2013) and high debt to
net income available for debt service.

Strong Management Oversight: The schools benefit from the strong
programmatic leadership of Great Hearts Academies (GHA), whose
reputation for academic excellence drives consistently strong
student demand among its network of 19 charter schools located
throughout the Phoenix metropolitan area.

Rating Sensitivities

Achievment Of Financial Metrics: VPA's achievement of certain
financial metrics based on its own operations, principally TMADS
coverage; or once ACV reaches five years of audited operating
history in fiscal 2016, could yield upward rating momentum.

Charter Related Concerns: A limited financial cushion; substantial
reliance on enrollment-driven, per pupil funding; and charter
renewal risk are credit concerns common among all charter school
transactions that, if pressured, could negatively impact the
rating.

Credit Profile

Demand Supported By Strong Academics

The schools continue to benefit from favorable student demand
trends, resulting from the strong academic performance among GHA's
network of schools.  VPA's 11-year operating history continues to
be viewed as a credit positive, with growing enrollment and strong
academic achievement.  While only in its third academic year, ACV
has also demonstrated enrollment growth and solid academic
performance, underscoring the demand for GHA's program offerings
and brand recognition throughout the Phoenix metropolitan area.
The schools' academic quality is also evidenced by their high
Arizona Department of Education rankings of A (or excelling); ACV
was upgraded from B (or above-average) in 2013.  All schools in
the GHA network, including VPA and ACV, continue to outperform
state averages on Arizona's standardized testing.

The schools maintain a positive working relationship with their
authorizer, the Arizona State Board of Charter Schools (ASBCS).
While both schools are still operating under their initial
charters, they are for terms of 15-years.  ASBCS performs five-
year reviews for charter schools with 15-year contracts, which VPA
has successfully completed twice to date.  Fitch views the
schools' charter terms and their positive working relationship
with ASBCS as a credit positive and partially mitigating charter
renewal risk.

VPA enrolled a total of 679 students in grades 6-12 as of October
2013, up from 629 as of October 2012 and about 2% over budget.
Fitch views management's near-term goal to reach 700 students as
achievable due to current demand and wait lists.  Enrollment is
capped at 750 students per its charter.  Demand continues to be
strong for ACV as well, with 527 students enrolled in grades K-5
as of October 2013, up from 510. ACV's charter caps enrollment at
600.  Combined enrollment of 1,206 is up from 1,139 students as of
October 2012 and remains just ahead of the initial projection
provided to Fitch of 1,131 for fall 2013.  The schools maintain
robust and actively managed wait lists (171 for VPA and 1,219 for
ACV).  Fitch views the schools' nearly full enrollments and
sizeable wait lists as reflective of the solid demand for GHA's
programs, which center on a rigorous classical liberal arts
curriculum.

Adequate Margins

Typical of most charter schools, revenue diversity is very
limited.  The schools are highly reliant on state per pupil
funding (PPF), which represented 82% and 72% of VPA and ACV's
fiscal 2013 operating revenues, respectively.  Following
relatively flat funding during fiscal years 2010-2012, PPF
increased 1% in fiscal 2013, with a further, modest increase of
about 1.8% for fiscal 2014.

The schools' fiscal 2013 combined operating margin was 1%, down
from 3.8% the prior fiscal year.  VPA's margin has fluctuated,
averaging 0.7%, or roughly breakeven over past five fiscal years
(2009-2013); negative 1.8% in fiscal 2013.  Despite only two years
of audited operating history, ACV generated a solid 4.5% and 7.8%
operating margin in fiscal years 2013 and 2012, respectively,
boosting aggregated performance.  For the six months ended Dec.
31, 2013 (unaudited), the schools were slightly ahead of budget
with combined net operating income of $229,000 based on operating
revenues of $4.56 million.  For fiscal 2014, the schools' budgeted
for a combined operating surplus of about $160,000, although
management anticipates exceeding this based on enrollment growth
during the 2013-2014 (fiscal 2014) academic year and improved PPF.

Fitch views continued enrollment stability and breakeven to
positive operations critical as the schools' balance sheet
resources provide little financial flexibility.  On a combined
basis, available funds (cash and investments not restricted)
totaled $925,000 as of June 30, 2013, up from $708,000 as of June
30, 2012.  Available funds covered fiscal 2013 combined operating
expenses ($9.09 million) and debt ($16.43 million) by a very low
10.2% and 5.6%, respectively.

High Debt Burden

The schools' financial leverage remains high as measured by pro
forma TMADS coverage and burden.  Debt service coverage, as
calculated by Fitch, remains weak.  Despite VPA's track record of
enrollment growth, strong academic performance and generally
breakeven to positive operating results, it cannot cover the
carrying charges on the series 2012 bonds from current operations
without the benefit of revenues derived from ACV.  VPA's fiscal
2013 net income available for debt service totaled just $423,000,
covering TMADS ($1.18 million) by only 0.4x.

Under Fitch's charter school rating criteria, a school having less
than five years of audited operating history is excluded from this
calculation in pooled transactions.  While ACV has experienced
strong demand to date and benefits from its affiliation with VPA
and the GHA network, it has only completed two full academic years
(2011/2012-2012/2013).  When incorporating ACV into the debt
service calculation, TMADS coverage improved to an adequate 1.2x
for fiscal 2013; up from 0.8x in fiscal 2012.

The schools' debt burden remains high, although leverage metrics
improved slightly from fiscal 2012 to fiscal 2013.  TMADS consumed
a high 12.9% of the schools' combined fiscal 2013 operating
revenues of $9.18 million.  Total debt outstanding of about $16.43
million also represented a high 13.8x of combined net income
available for debt service of $1.19 million.  High leverage ratios
are characteristic of the charter school sector and Fitch views
TMADS coverage of at or under 1x as a speculative grade credit
attributes.

While the broader GHA network will likely continue to grow and
expand, VPA and ACV have no more material capital or borrowing
needs following the acquisition and construction of their new
campus in 2012.  Moreover, based on the improved state funding
environment, modest enrollment growth; and lack of capital plans,
Fitch believes the school's debt burden should moderate over time.


GREEN FIELD ENERGY: Examiner Hires Hogan Firm as Counsel
--------------------------------------------------------
Steven A. Felsenthal, the court-appointed examiner of Green Field
Energy Services, Inc. and its debtor-affiliates, seeks
authorization from the U.S. Bankruptcy Court for the District of
Delaware to employ The Hogan Firm as his counsel, nunc pro tunc to
Jan. 17, 2014.

The Examiner requires Hogan Firm to:

   (a) assist and advise the Examiner in investigating whether the
       Debtors' estates hold valuable claims or causes of action
       against any of the parties that would receive a release if
       the Chapter 11 Plan described in the RSA is confirmed and
       whether the value being contributed by the parties to the
       RSA justifies granting such releases;

   (b) represent the Examiner at any proceeding or hearing before
       the court; and

   (c) render such other necessary assistance or advice as the
       Examiner may require in preforming his duties under the
       Examiner Order.

Hogan Firm will be paid at these hourly rates:

       Daniel K. Hogan, Shareholder         $450
       Karen E. Harvey, Paralegal           $190
       Gabrielle E. Durstein, Paralegal     $190

Hogan Firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Daniel K. Hogan, shareholder of Hogan Firm, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

The Court for the District of Delaware will hold a hearing on the
application on Mar. 25, 2014, at 10:00 a.m.  Objections, if any,
were due Mar. 6, 2014, at 4:00 p.m.

Hogan Firm can be reached at:

       Daniel K. Hogan, Esq.
       THE HOGAN FIRM
       1311 Delaware Avenue
       Wilmington, DE 19806
       Tel: (302) 656-7540
       Fax: (302) 656-7599
       E-mail: dkhogan@dkhogan.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.

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

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

The Bankruptcy Court authorized the United States Trustee for
Region 3 to appoint Steven A. Felsenthal, Esq., as examiner.


GREEN FIELD ENERGY: Wants to Access Shell's Cash Collateral
-----------------------------------------------------------
Green Field Energy Services Inc. and its debtor-affiliates ask the
Hon. Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware for authority to use cash collateral of Shell Western
Exploration and Production Inc. until April 26, 2014, pursuant to
a proposed budget.

A hearing is set for March 11, 2014 at 2:00 p.m. (ET), to consider
approval of the Debtors' request.  Objections were due March 4,
2014.

According to the Debtors, Shell Western asserts that (a) the
Debtors' obligation under a deal called contract high pressure
fracturing services dated Sept. 2, 2011, are secured by liens on
certain of their equipment and motor vehicles, (b) such liens are
valid and perfected, and (c) the proceeds of those assets
constitutes Shell's "cash collateral".

The Debtors tell the Court the cash collateral will be used to pay
expenses, which are related to their operations, administering
their Chapter 11 case, successfully consummating the contemplated
sale of certain of their assets, pursuing sale of their remaining
assets, and seeking confirmation of their joint plan of
liquidation.

The Debtors say, without access to liquidity, their estates will
suffer irreparable harm and they will not be able to maximize the
value of their assets.

The Debtors tells the Court that they have agreed to grant
adequate protection to the indenture trustee, for the benefit of
the noteholders, and ad hoc noteholder group, as applicable, to
secure an amount equal to the aggregate postpetition diminution in
value, if any.

A full-text copy of the Debtors' proposed cash collateral budget
is available for free at http://is.gd/r9lhxq

                    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. 13-12783).

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

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 official committee of unsecured creditors appointed in the
case has retained Robert J. Stark, Esq., Howard L. Siegel, Esq.,
and Sunni P. Beville, Esq., at Brown Rudnick LLP as co-counsel;
Steven K. Kortanek, Esq., Kevin J. Mangan, Esq., and Morgan
Seward, Esq., at Womble Carlyle Sandridge & Rice, LLP as Delaware
co-counsel; and Conway MacKenzie, Inc. as financial advisor.

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

Steven A. Felsenthal, the court-appointed examiner tapped to
employ Stutzman, Bromberg, Esserman & Plifka as his counsel.


GULF COLORADO: Court Declares Asset Sold to HOTTR Free of Liens
---------------------------------------------------------------
U.S. Bankruptcy Judge H. Christopher Mott granted Heart of Texas
Railroad LP's motion in aid of execution of the order, which
approved the sale of Gulf, Colorado & San Saba Railway Corp.'s
property.

HOTTR filed the motion to seek court determination that the
property was conveyed to it free and clear of any interests or
claim of Texas North Orient Corp., with any such interest or claim
attaching to the proceeds of the sale.

On Jan. 17, 2013, Judge Mott authorized Ronald Hornberger, the
Chapter 11 trustee, to sell the company's assets to HOTRR for
$1.55 million.

An issue arose regarding the record title to the real property in
connection with obtaining insurance for the property transferred
under the sale order.  According to title records, on May 7, 1993,
the Atchison, Topeka and Santa Fe Railway Company conveyed its
real property to San Saba Railway Partners.  The joint venture
partners in San Saba Railway were GCSR and Texas North Orient.

                            About GCSR

Gulf, Colorado & San Saba Railway Corporation operates the Gulf,
Colorado and San Saba Railway, a former Atchison, Topeka and Santa
Fe Railway "San Saba branch line."  The Railway is a short-line
freight railroad headquartered in Brady, Texas and operates from
an interchange with the BNSF Railway at Lometa, Texas 67.5 miles
west to Brady, Texas.  The Railway is located within the counties
of Lampasas, Mills, San Saba and McCulloch, Texas.

The Company filed for Chapter 11 relief (Bankr. W.D. Tex. Case No.
12-11531) on July 3, 2012.  Judge H. Christopher Mott presides
over the case.  Frances A. Smith, Esq., and Subvet D. West, Esq.,
at Shackelford Melton & McKinley, in Dallas, Texas, represented
the Debtor as counsel.  In its schedules, the Debtor disclosed
$24,534,864 in total assets and $3,710,371 in total liabilities.
The petition was signed by Richard C. McClure, president and CEO.

Ronald Hornberger was named as Chapter 11 trustee to oversee the
Debtor's operations through its employees.  Cox Smith Matthews
Incorporated represents the trustee.


HARI RAM: Barred From Using Magnolia Portfolio's Cash Collateral
----------------------------------------------------------------
Chief Bankruptcy Judge Mary D. France denied the request of Hari
Ram, Inc., to use cash collateral.

The Debtor concedes that Magnolia Portfolio, LLC holds a mortgage
and is perfected by an assignment of rents and a UCC financing
statement.  The Debtor asserts, however, that the hotel room
revenues are property of the estate and that it has offered to
provide adequate protection for Magnolia's interest in the
Debtor's assets.

Magnolia objects to the Debtor's use of its cash collateral
because, either (1) the Debtor's interest in the hotel room
revenues was terminated before the petition was filed or,
alternatively, (2) the Debtor is unable to adequately protect
Magnolia's security interest.

In a March 5, 2014 Opinion available at http://is.gd/FwLZkffrom
Leagle.com, Judge France held that even if the Debtor retains an
interest in the cash collateral, it is unable to provide adequate
protection to Magnolia's interests. Thus the motion to use cash
collateral is denied.

Hari Ram, Inc., is the owner and operator of a hotel located at
350 Bent Creek Boulevard, Mechanicsburg, Pennsylvania.

Magnolia was not the original lender, but acquired its position
through an assignment by Orrstown Bank.  In 2001, the Debtor
executed a promissory note in the principal amount of $2,669,000
secured by a mortgage and an assignment of rents to finance the
construction of the Mechanicsburg Hotel.  The Debtor also executed
a Commercial Security Agreement granting Orrstown a security
interest in various personal property including furniture,
fixtures, equipment, accounts receivable, inventory, general
intangibles, rents, and "payments."

Hari Ram, Inc. filed for Chapter 11 bankruptcy (Bankr. M.D. Pa.
Case No. 13-06524) on Dec. 24, 2013.  Judge Mary D. France
oversees the case.  Henry W. Van Eck, Esq., at Mette, Evans, &
Woodside, serves as the Debtor's counsel.  In its petition, Hari
Ram estimated $1 million to $10 million in both assets and debts.
The petition was signed by Kanjibhai R. Patel, president.


HIGHWAY TECHNOLOGIES: Court OKs McCarter & English as Counsel
-------------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware authorized Charles A. Stanziale, Jr., the
Chapter 7 trustee of Highway Technologies, Inc. and HTS
Acquisition, Inc. to employ McCarter & English, LLP as counsel to
the Trustee, nunc pro tunc to Dec. 20, 2013.

As reported in the Troubled Company Reporter, the professional
services McCarter & English will provide include, but are not
limited to:

   (a) providing legal advice with respect to the Chapter 7
       Trustee's powers and duties under the Bankruptcy Code;

   (b) preparing on behalf of the Chapter 7 Trustee all motions,
       applications, orders, reports and papers in connection with
       the administration of the Debtors' estate;

   (c) assisting the Chapter 7 Trustee in investigating the
       financial affairs of the Debtors;

   (d) objecting to the allowance of any claim that the Chapter 7
       Trustee deems improper;

   (e) appearing in Court and representing the interests of the
       Debtors' estate;

   (f) assisting the Chapter 7 Trustee in the liquidation of the
       Debtors' assets in accordance with the Bankruptcy Code, the
       Bankruptcy Rules and the Local Rules;

   (g) taking action to protect and preserve the Debtors' estate,
       including the prosecution of actions on the Chapter 7
       Trustee's behalf, the commencement of actions commenced
       against the Debtors, the negotiation of disputes in which
       the Debtors and the Chapter 7 Trustee are involved; and

   (h) providing any other legal services and litigation services
       to the Chapter 7 Trustee that are appropriate, necessary
       and proper in these chapter 7 cases.

McCarter & English will be paid at these hourly rates:

        Charles A. Stanziale, Jr.        $625
        William F. Taylor, Jr.           $525
        Jeffrey T. Testa                 $495
        Scott H. Bernstein               $395
        Kate Roggio Buck                 $350
        Paralegals                    $195-$205

McCarter & English will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Charles A. Stanziale, Jr., partner of McCarter & English, 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.

McCarter & English can be reached at:

       Charles A. Stanziale, Jr., Esq.
       MCCARTER & ENGLISH, LLP
       Renaissance Centre
       405 N. King Street, 8th Floor
       Wilmington, DE 19801
       Tel: (973) 639-7908
       Fax: (973) 297-6231
       E-mail: cstanziale@mccarter.com

                      About Highway Technologies

Highway Technologies Inc. and affiliate HTS Acquisition Inc.
sought Chapter 11 protection (Bankr. D. Del. Case Nos. 13-11325 to
13-11326) on May 22, 2013, to conduct an orderly liquidation.

Richard M. Pachuiski, Esq., Debra I. Grassgreen, Esq., Bruce
Grohsgal, Esq., Maria A. Bove, Esq., and John W. Lucas, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as counsel to the
Debtors.  Kurtzman Carson Consultants LLC is the claims and notice
agent.

The prepetition lenders are represented by David M. Hilllman,
Esq., at Schulte Roth & Zabel, in New York.

The Company's balance sheet as of March 31, 2013, showed
$55 million in total assets and $102 million in liabilities.  In
its amended schedules, Highway Technologies disclosed $41,350,616
in assets and $91,780,181 in liabilities.

Mark D. Collins, Esq., at Richards, Layton & Finger, P.A.
represents the Official Unsecured Creditors' Committee as counsel.
Gavin/Solmonese LLC serves as the Committee's financial advisor.

At the behest of the Debtors, the Court converted the Chapter 11
cases to liquidation under Chapter 7 of the Bankruptcy Code on
Dec. 20, 2013.


HOSPITALITY STAFFING: Can Change Case Caption After Sale
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
HSS Holding, LLC, et al., to revise the caption for their
bankruptcy cases to reflect their new legal names.

As reported in the Troubled Company Reporter on Feb. 11, 2014, the
Debtors relate that the change is pursuant to the terms of the
asset purchase agreement for the sale of substantially all of the
Debtors' assets which closed on Jan. 24, 2014.

The name changes are:

   Former Debtor Names        New Debtor Names
   -------------------        ----------------
HSS Holdings, LLC             Hospitality Liquidation I, LLC
Hospitality Staffing
Solutions Group, LLC          Hospitality Liquidation II, LLC
Hospitality Staffing
Solutions, LLC                Hospitality Liquidation III, LLC
IHS Staffing Services, LLC    Hospitality IV, LLC
IHS Hospitality Services, LLC Hospitality Liquidation V, LLC
Hospitality Staffing
Solutions of Louisiana,
L.L.C.                        Hospitality Liquidation VI, LLC
Hospitality Staffing
Solutions of Iowa, LLC        Hospitality Liquidation VII, LLC
Hospitality Staffing
Solutions of Connecticut,
LLC                           Hospitality Liquidation VIII, LLC
Hospitality Staffing
Solutions of Indiana, LLC     Hospitality Liquidation IX, LLC
Hospitality Staffing
Solutions of Illinois, LLC    Hospitality Liquidation X, LLC

In addition, the Debtors intended to file a notice of legal name
change in the cases to ensure that all creditors and parties-in-
interest are aware of the Debtors' new names.

               About Hospitality Staffing Solutions

Hospitality Staffing Solutions, LLC (HSS) --
http://www.hssstaffing.com-- is a hospitality staffing company.
Established in 1990, the company's team of hotel industry experts
works with 4 and 5 star properties in 35 states and 62 markets
across the country.

Hospitality Staffing Solutions and various affiliates filed
voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No.
13-12740) on Oct. 24, 2013, before Judge Brendan Linehan Shannon.
The Debtors are represented by Mark Minuti, Esq., at Saul Ewing
LLP, in Wilmington, Delaware; and Jeffrey C. Hampton, Esq.,
Monique Bair DiSabatino, Esq., and Ryan B. White, Esq., at Saul
Ewing LLP, in Philadelphia, Pennsylvania.  The Debtors' financial
advisor is Conway Mackenzie, Inc., and their investment banker is
Duff & Phelps Corp.  Epiq Systems, Inc., is the Debtors' claims
and noticing agent.  HSS Holding disclosed assets of undetermined
amount and liabilities of $22,910,994.

The investor group is providing DIP financing.  They are
represented by Scott K. Charles, Esq., and Neil M. Snyder, Esq.,
at Wachtell, Lipton, Rosen & Katz, in New York; and Derek C.
Abbott, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in
Wilmington, Delaware.

Roberta A. DeAngelis, U.S. Trustee for Region 3, has notified the
Bankruptcy Court that she was unable to appoint a committee of
unsecured creditors in the Debtors' cases as there was
insufficient response to the U.S. Trustee communication/contact
for service on the committee.

The Debtors filed for bankruptcy to facilitate a sale of the
business to HS Solutions Corporation, an entity formed by LJC
Investments I, LLC and a group of investors including Littlejohn
Opportunities Master Fund, L.P., Caymus Equity Partners and
Management, and SG Distressed Debt Fund LP.  The investor group
acquired $22.9 million of the secured bank debt on Oct. 11, 2013.
That debt is in default.

The asset purchase agreement with HS Solutions was approved by the
Court on Dec. 13, 2014.  The sale closed on Jan. 24, 2014.


HOSPITALITY STAFFING: Wants to File Chapter 11 Plan Until April 28
------------------------------------------------------------------
HSS Holding LLC and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to extend their exclusive
periods to:

  a) file a Chapter 11 plan until April 28, 2014; and

  b) solicit acceptances of that plan through and until June 23,
     2014.

A hearing is set for March 26, 2014, at 11:30 a.m. (EST) to
consider approval of the Debtors' extension request. Objections,
if any, must be file no later than 4:00 p.m. (EST) on March 4,
2014.

The Debtors tell the Court that their exclusive plan filing
deadline expired on Feb. 21, 2014.  To ensure that their Chapter
11 Cases continue to progress in an effective and efficient
manner, they seek the requested extensions of the exclusive
periods so that they can determine a course of action for these
cases that best maximizes value for all parties in interest while
also continuing to transition the Debtors' operations and address
other pressing issues, the Debtors say.

The Debtors say they need additional time to address various post-
closing and asset disposition issues to develop a course of action
that best serves their estates, creditors and parties in interest.
Having sufficient time to develop a course of action that reflects
the circumstances of these cases will in turn enable these cases
to continue to progress in an efficient manner, the Debtor notes.

               About Hospitality Staffing Solutions

Hospitality Staffing Solutions, LLC (HSS) --
http://www.hssstaffing.com-- is a hospitality staffing company.
Established in 1990, the company's team of hotel industry experts
works with 4 and 5 star properties in 35 states and 62 markets
across the country.

Hospitality Staffing Solutions and various affiliates filed
voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No.
13-12740) on Oct. 24, 2013, before Judge Brendan Linehan Shannon.
The Debtors are represented by Mark Minuti, Esq., at Saul Ewing
LLP, in Wilmington, Delaware; and Jeffrey C. Hampton, Esq.,
Monique Bair DiSabatino, Esq., and Ryan B. White, Esq., at Saul
Ewing LLP, in Philadelphia, Pennsylvania.  The Debtors' financial
advisor is Conway Mackenzie, Inc., and their investment banker is
Duff & Phelps Corp.  Epiq Systems, Inc., is the Debtors' claims
and noticing agent.  HSS Holding disclosed assets of undetermined
amount and liabilities of $22,910,994.

The investor group is providing DIP financing.  They are
represented by Scott K. Charles, Esq., and Neil M. Snyder, Esq.,
at Wachtell, Lipton, Rosen & Katz, in New York; and Derek C.
Abbott, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in
Wilmington, Delaware.

Roberta A. DeAngelis, U.S. Trustee for Region 3, has notified the
Bankruptcy Court that she was unable to appoint a committee of
unsecured creditors in the Debtors' cases as there was
insufficient response to the U.S. Trustee communication/contact
for service on the committee.

The Debtors filed for bankruptcy to facilitate a sale of the
business to HS Solutions Corporation, an entity formed by LJC
Investments I, LLC and a group of investors including Littlejohn
Opportunities Master Fund, L.P., Caymus Equity Partners and
Management, and SG Distressed Debt Fund LP.  The investor group
acquired $22.9 million of the secured bank debt on Oct. 11, 2013.
That debt is in default.

The asset purchase agreement with HS Solutions was approved by the
Court on Dec. 13, 2014.  The sale closed on Jan. 24, 2014.


IN PLAY: Plan & Disclosure Statement Amendments Due Today
---------------------------------------------------------
The Bankruptcy Court, in a minute order, directed In Play
Membership Golf, Inc., to file an amended Disclosure Statement
and, if necessary, an amended plan, by March 7, 2014.

The Court also said that upon filing of the amended documents, the
Court will enter an order approving the Disclosure Statement and
set a confirmation hearing for April 28, 2014 at 10:00 a.m., along
with all attendant deadlines.

                        The Chapter 11 Plan

As reported by the Troubled Company Reporter, the Debtor's
reorganization plan calls for the purchase of the Debtor's golf
courses, and the golf course of Eagle Mountain Golf Course, LLC,
located in Fort Worth, Texas, which are owned by Stacey Hart, the
Debtor's principal, by Oread Capital & Development, LLC, for $14
million for the purpose of developing residential housing and the
continued operation of Deer Creek Golf Course as a nine hole
course by the Debtor after confirmation.  The purchase is subject
to court approval through a confirmed Plan which must pay all
creditors in full.  A full-text copy of the Second Amended
Disclosure Statement, dated Sept. 18, 2013, is available for free
at http://bankrupt.com/misc/INPLAYds0918.pdf

The TCR reported on Dec. 26, 2013, that the Court extended, at
the behest of the Debtor, the deadline to file the Debtor's Third
Amended Plan of Reorganization and Third Amended Disclosure
Statement to Jan. 7, 2014.

                  About In Play Membership Golf

In Play Membership Golf, Inc., doing business as Deer Creek Golf
Club and Plum Creek Golf and Country Club, filed a Chapter 11
petition (Bankr. D. Col. Case No. 13-14422) in Denver on March 22,
2013.  Jeffrey A. Weinman, Esq., at Weinman & Associates,
P.C., and Patrick D. Vellone at Allen & Vellone, P.C., represent
the Debtor in its restructuring effort.  Allen & Vellone, P.C.
serves as the Debtor's co-counsel.  The Debtor estimated assets
and liabilities of at least $10 million.


INFINIA CORP: Court Approves Liquidating Plan Disclosures
---------------------------------------------------------
Infinia Corp. is now a step closer to emerging from bankruptcy
protection after a judge approved the outline of its Chapter 11
plan.

Judge William Thurman of U.S. Bankruptcy Court for the District of
Utah approved on Feb. 25 the so-called disclosure statement, which
outlines the plan of liquidation proposed by Infinia and its
subsidiary Powerplay Solar I LLC.

Judge Thurman's decision means that creditors will soon begin
voting on the proposed plan.  Creditors will use the outline to
inform their decision on whether to support the plan itself.

The bankruptcy judge also approved the procedures for soliciting
votes from creditors.  Infinia needs to get a majority of votes
accepting the plan and a court order confirming the plan to exit
bankruptcy.

In order for ballots to be counted, they must be received by the
company on or before March 31, which is also the deadline for
filing objections to confirmation of the plan.  A court hearing to
consider confirmation of the plan is scheduled for April 14.

                         Liquidating Plan

The proposed plan calls for the liquidation of the remaining
assets of the bankruptcy estates of Infinia and its subsidiary,
evaluation of claims, and distribution of the net funds of the
estates to creditors.

In November last year, the bankruptcy court approved the sale of
substantially all of the assets of the companies to Ricor
Generation Inc.  The sale closed in early December.

Infinia received and is holding the net proceeds from the sale in
a bank account.  As of January 10, the net funds held by the
companies total approximately $4,371,292, according to the
disclosure statement.

In addition to the net proceeds from the sale and other cash of
the companies, their remaining assets are primarily potential
avoidance actions.  Under the Plan, the estates and all of their
remaining assets would be substantively consolidated into and
become property of one liquidating trust, and a trustee would be
appointed.

The plan proposes that Gil Miller, a founding member and principal
of Rocky Mountain Advisory LLC, a Salt Lake City based firm, would
serve as the liquidating trustee.

The claims of creditors are divided into six classes.  Classes 1
and 2 consist of priority claims against Infinia and PowerPlay,
respectively.

Class 3 consists of secured claims against Infinia.  Secured
creditors will retain their liens on the collateral until, by no
later than Sept. 30, the liquidating trustee sells the collateral
and distributes the net proceeds to them in accordance with the
priority of their liens; transfers the collateral to them; or pays
such claims in full.

Class 4 consists of general unsecured claims against Infinia.  The
trustee will pay unsecured creditors their pro rata share of at
least 10% of the funds in a distribution account on the initial
distribution date.  Meanwhile, general unsecured claims against
PowerPlay in Class 5 are treated the same as Class 4 claims under
the plan.

Class 6 consists of equity interests in the companies, including
common and preferred shares of Infinia and the membership interest
held by the company in PowerPlay.  Equity interests will be
cancelled under the plan.

A full-text copy of the Disclosure Statement is available for free
at http://is.gd/d6BgQx

                         About Infinia Corp.

Infinia Corp. and subsidiary Powerplay Solar I LLC, the owners of
a solar generation project in Yuma, Arizona, filed Chapter 11
cases (Bankr. D. Utah Case No. 13-30688) on Sept. 17, 2013, to
sell the facility to their lender.  The Debtors estimated assets
and debts of at least $10 million.

Infinia Corp. is represented by George Hoffman, Esq., Steven C.
Strong, Esq. and Victor P. Copeland, Esq. -- gbh@pkhlaywers.com
and scs@pkhlawyers.com -- of Parsons Kinghorn Harris.  PowerPlay
Solar I is represented by Troy J. Aramburu, Esq. and Jeff D.
Tuttle, Esq. -- taramburu@swlaw.com and jtuttle@swlaw.com -- of
Snell & Wilmer L.L.P.

A four-member panel has been appointed in the case as the official
unsecured creditors committee, composed of Petersen Incorporated,
Intertek Testing Services, NA, Inc., ATL Technology, LLC, and
LeanWerks.


INFINIA CORP: Gets Court Approval to Purchase Run-Off Coverage
--------------------------------------------------------------
Infinia Corp. received the green light from U.S. Bankruptcy Judge
William Thurman to purchase run-off coverage for the D&O policy.

The company was authorized to purchase run-off coverage for the
policy for an extended reporting period of one year, at a cost of
approximately $154,393, less any amount credited against the
return premium for the policy.

Prior to the Dec. 11, 2013 closing of the sale of substantially
all of its assets to Ricor Generation, Inc., Infinia had
maintained various insurance policies through the Marsh insurance
brokerage firm.

The policy period for Infinia's current D&O policy is May 15,
2013, through May 15, 2014.  The limit of liability on the D&O
policy is $5 million, and the retention/deductible is $25,000.
The continuity/retroactive date on the D&O policy is May 15, 2012.
The annual premium for the D&O policy was $154,393, which Infinia
paid using premium financing from AFCO.

After the closing, RGI elected to purchase new lines of insurance
coverage that generally paralleled Infinia's existing insurance
policies.

In this relation, AIG has offered a substantial financial
incentive for Infinia to give a buying decision to AIG within 30
days of Jan. 2, 2014.  Infinia concluded that the one year run-off
extension will provide the company a sufficient amount of time to
report any claims under its D&O policy.

                         About Infinia Corp.

Infinia Corp. and subsidiary Powerplay Solar I LLC, the owners of
a solar generation project in Yuma, Arizona, filed Chapter 11
cases (Bankr. D. Utah Case No. 13-30688) on Sept. 17, 2013, to
sell the facility to their lender.  The Debtors estimated assets
and debts of at least $10 million.

Infinia Corp. is represented by George Hoffman, Esq., Steven C.
Strong, Esq. and Victor P. Copeland, Esq. -- gbh@pkhlaywers.com
and scs@pkhlawyers.com -- of Parsons Kinghorn Harris.  PowerPlay
Solar I is represented by Troy J. Aramburu, Esq. and Jeff D.
Tuttle, Esq. -- taramburu@swlaw.com and jtuttle@swlaw.com -- of
Snell & Wilmer L.L.P.

A four-member panel has been appointed in the case as the official
unsecured creditors committee, composed of Petersen Incorporated,
Intertek Testing Services, NA, Inc., ATL Technology, LLC, and
LeanWerks.


INFINIA CORP: Seeks to Employ Deloitte as Special Counsel
---------------------------------------------------------
Infinia Corp. has filed an application to hire Deloitte Abogados
and Deloitte Asesores Tributarios as its special counsel.

Infinia tapped the firms to get legal advice on general corporate
matters involving the laws of Spain, including management duties
related to Infinia Solar's insolvency administration and Spanish
liquidation liabilities.  Deloitte will also advise the company
with respect to labor law issues, tax compliance and tax form
preparation.

The firms will be paid on an hourly basis at these rates:

     Partner     576 Euro/hour (approx. $783)
     Manager     324 Euro/hour (approx. $440)
     Staff       165 Euro/hour (approx. $224)

The firms do not represent or hold interest adverse to Infinia or
its bankruptcy estate, according to a declaration by Santiago
Hurtado, Esq., a partner at Deloitte Abogados.

U.S. Bankruptcy Judge William Thurman will hold a hearing on March
31 to consider approval of the application.

                         About Infinia Corp.

Infinia Corp. and subsidiary Powerplay Solar I LLC, the owners of
a solar generation project in Yuma, Arizona, filed Chapter 11
cases (Bankr. D. Utah Case No. 13-30688) on Sept. 17, 2013, to
sell the facility to their lender.  The Debtors estimated assets
and debts of at least $10 million.

Infinia Corp. is represented by George Hoffman, Esq., Steven C.
Strong, Esq. and Victor P. Copeland, Esq. -- gbh@pkhlaywers.com
and scs@pkhlawyers.com -- of Parsons Kinghorn Harris.  PowerPlay
Solar I is represented by Troy J. Aramburu, Esq. and Jeff D.
Tuttle, Esq. -- taramburu@swlaw.com and jtuttle@swlaw.com -- of
Snell & Wilmer L.L.P.

A four-member panel has been appointed in the case as the official
unsecured creditors committee, composed of Petersen Incorporated,
Intertek Testing Services, NA, Inc., ATL Technology, LLC, and
LeanWerks.


INTELLIPHARMACEUTICS INT 'L: Incurs US$11.5MM Net Loss in 2013
-------------------------------------------------------------
Intellipharmaceutics International Inc. filed with the U.S.
Securities and Exchange Commission its annual report on Form 20-F
disclosing a net loss of US$11.49 million on US$1.52 million of
revenues for the year ended Nov. 30, 2013, as compared with a net
loss of US$6.13 million on US$107,091 of revenues for the year
ended Nov. 30, 2012.  The Company said the increased loss can be
attributed to the loss in the fair value adjustment of derivative
liabilities compared to a gain in the fair value adjustment of
derivative liabilities in the prior year.

For the year ended Nov. 30, 2011, the Company incurred a net loss
of US$4.88 million.

As of Nov. 30, 2013, the Company had US$4.37 million in total
assets, US$10.33 million in total liabilities and a US$5.95
million shareholders ' deficiency.

At Nov. 30, 2013, Intellipharmaceutics' cash and cash equivalents
totaled $0.8 million, compared with $0.5 million at Nov. 30, 2012.
The increase in cash and cash equivalents during the year ended
Nov. 30, 2013, is mainly a result of the increase in financing
activities, partially offset by a decrease in cash flows used in
operating activities related to R&D activities, and the decrease
in purchases of production, laboratory and computer equipment.

Deloitte LLP, in Toronto, Canada, issued a ''going concern ''
qualification on the consolidated financial statements for the
year ended Nov. 30, 2013.  The independent auditors noted that
Company's recurring losses from operations and the accumulated
deficit raise substantial doubt about its ability to continue as a
going concern.

A copy of the Form 20-F is available for free at:

                      http://is.gd/IDHiXZ

                     About Intellipharmaceutics

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


ISC8 INC: Incurs $513,000 Net Loss in Dec. 31 Quarter
-----------------------------------------------------
ISC8 Inc. filed with the U.S. Securities and Exchange Commission
its quarterly report on Form 10-Q disclosing a net loss of
$513,000 on $93,000 of revenues for the quarter ended Dec. 31,
2013, as compared with a net loss of $2.16 million on $93,000 of
revenues for the same quarter in 2012.

As of Dec. 31, 2013, the Company had $3.81 million in total
assets, $10.22 million in total liabilities and a $6.41 million
total stockholders' deficit.

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

                           http://is.gd/lHJ3mm

On Feb. 7, 2014, ISC8 modified its Loan and Security Agreement
with Partners for Growth to provide for, among other things, a
revised repayment structure.  In the event the Company consummates
a Capital Transaction, as that term is defined in the Second Loan
Modification, the Company will immediately pay to PFG 10 percent
of the proceeds from the Capital Transaction in cash or cash
equivalents, and an additional 15 percent of those proceeds will
be added to the balance of the loan.  The Unit Offering
constitutes a Capital Transaction under the terms of the Second
Loan Modification.
On Feb. 13, 2014, the Company entered into Note Purchase
Agreements with certain accredited investors, resulting in the
issuance of units which consist of, among other securities, senior
subordinated secured convertible promissory notes in the aggregate
principal amount of $525,000.
Each Note issued in connection with the Unit Offering currently
accrues simple interest at a rate of 12 percent per annum, which
interest rate increases to 20 percent in the event of default.
Interest is payable through the addition of the amount of that
interest to the then outstanding principal amount of the Notes.
The Notes mature on July 31, 2014.  Each Note is convertible, at
the option of the holder thereof, into that number of shares of
the Company's Series D Convertible Preferred Stock, and Common
Stock purchase warrants as follows: the number of Series D
Preferred issuable upon conversion of each Note will be equal to
the product obtained by dividing (i) the total principal amount of
the Note, together with accrued interest thereon (the "Conversion
Amount"), by (ii) $10,000 ("Conversion Shares").  The number of
shares of Common Stock issuable upon exercise of the Conversion
Warrants shall be equal to the product obtained by diving (y) the
Conversion Amount by (z) $0.168 ("Warrant Shares").  The Series D
Preferred and Conversion Warrants are hereinafter referred to as
the "Conversion Securities".  The Notes shall automatically
convert into Conversion Securities upon consummation of a
qualified financing pursuant to which the Company sells equity
securities (including without limitation shares of Series D
Preferred) with an aggregate sales price of not less than $4.0
million, or upon the affirmative vote of a simple majority of
holders of the Notes.
To secure the Company's obligations to repay all amounts due under
the terms of the Notes, the Company and Fundamental Master LP, the
Holder Representative under the terms of the Notes, executed a
Security Agreement, which Security Agreement grants a senior
security interest in all assets of the Company, which security
interest is only subordinated to the security interest granted to
holders of senior debt issued by the Company prior to the date of
the Security Agreement.
The Company may in the future issue additional Notes, up to $3.5
million in the aggregate, of which $2.0 million will represent
direct investment from new Investors, and up to $1.5 million will
represent the exchange of certain currently issued promissory
notes for new Notes ("Old Notes"), which Old Notes are currently
due and payable.
As additional consideration for the issuance of the Notes, the
Company issued to each Investor (i) shares of the Company's Common
Stock in an amount equal to the total principal amount of the Note
purchased by such Investor divided by $0.168; and (ii) a Unit
Warrant in an amount equal to the Purchase Price divided by
$0.168, resulting in the issuance of an aggregate total of 59,524
shares of the Company's Common Stock and Unit Warrants exercisable
for 59,524 Warrant Shares.  The Unit Warrants are exercisable for
$0.042 per share of Common Stock, and expire, if not otherwise
exercised, two years from the date of issuance.
On Jan. 30, 2014, the Company and a majority of the holders of the
Company's Series D Preferred executed a consent, pursuant to which
the Holders consented to the issuance of the Notes.  Execution of
the Consent by a majority of the Holders was required as a
condition to the issuance of the Notes.

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

                           http://is.gd/hOJ9n4

                             About ISC8 Inc.
Costa Mesa, California-based ISC8 Inc. is engaged in the design,
development, manufacture and sale of a family of security
products, consisting of cyber security solutions for commercial
and U.S. government applications, secure memory products, some of
which utilize technologies that the Company has pioneered for
three-dimensional ("3-D") stacking of semiconductors, systems in a
package ("Systems in a Package" or "SIP"), and anti-tamper
systems.
The Company reported a net loss of $28.02 million on $501,000 of
revenues in fiscal year ended Sept. 30, 2013, compared with a net
loss of $19.7 million in fiscal year ended Sept 30, 2012.
Squar, Milner, Peterson, Miranda & Williamson, LLP, in their audit
report on the consolidated financial statements for the year ended
Sept. 30, 2013, expressed substantial doubt about the Company's
ability to continue as a going concern, citing that the Company
has negative working capital of $29.7 million and a stockholders'
deficit of $55.5 million.


JAMESPORT DEVELOPMENT: Court Okays LaMonica Herbst as Counsel
-------------------------------------------------------------
Jamesport Development LLC sought and obtained permission from the
Hon. Robert E. Grossman of the U.S. Bankruptcy Court for the
Eastern District of New York to employ LaMonica Herbst &
Maniscalco, LLP as counsel, effective Jan. 17, 2014.

The Debtor requires LaMonica Herbst to:

   (a) provide legal advice with respect to the Debtor's powers
       and duties as a debtor-in-possession in accordance with the
       provisions of the Bankruptcy Code in the continued
       operation of the Debtor's business;

   (b) prepare, on behalf of the Debtor, all necessary schedules,
       applications, motions, answers, orders, reports, adversary
       proceedings and other legal documents required by the
       Bankruptcy Code and Federal Rules of Bankruptcy Procedure;

   (c) perform all other legal services for the Debtor that may be
       necessary in connection with the Debtor's attempt to
       reorganize the Debtor's affairs under the Bankruptcy Code;
       and

   (d) assist the Debtor in the development and implementation of
       a plan of reorganization and a marketing and sale process.

LaMonica Herbst will be paid at these hourly rates:

       Para-professionals               $125-$150
       Associates                       $300-$400
       Of-Counsel and Partners          $425-$550

LaMonica Herbst will also be reimbursed for reasonable out-of-
pocket expenses incurred.

LaMonica Herbst was paid $7,000, plus the filing fee required by
the Court, as a retainer to act as counsel to the Debtor and to
represent it as a debtor and debtor-in-possession in this case.

Adam P. Wofse, partner of LaMonica Herbst, 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.

LaMonica Herbst can be reached at:

       Adam P. Wofse, Esq.
       LA MONICA HERBST & MANISCALCO, LLP
       3305 Jerusalem Avenue
       Wantagh, NY 11793
       Tel: (516) 826-6500
       Fax: (516) 826-0222
       E-mail: awofse@lhmlawfirm.com

                 About Jamesport Development

Calverton, New York-based Jamesport Development LLC filed a
Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 14-70202)
on Jan. 21, 2014, in Central Islip, New York.  The Debtor
estimated $10 million to $50 million in assets and $1 million to
$10 million in liabilities.  The Debtor's Chapter 11 plan and
disclosure statement are due May 21, 2014.

The Debtor is represented by Salvatore LaMonica, Esq., at LaMonica
Herbst and Maniscalco, in Wantagh, New York.  The Hon. Robert E.
Grossman oversees the case.


JAMES E. COFIELD: Cadles of Grassy Meadows' Suit Goes to Trial
--------------------------------------------------------------
Bankruptcy Judge Stephani W. Humrickhouse denied the motion of
Cadles of Grassy Meadows II, LLC, for summary judgment on its
claims brought in the adversary proceeding, CADLES OF GRASSY
MEADOWS II, LLC Plaintiff v. JAMES E. COFIELD, JR. Defendant, Adv.
Proc. No. H-12-00227-8-AP (Bankr. E.D.N.C.).  A copy of the
Court's March 5, 2014 Order is available at http://is.gd/tYMG1B
from Leagle.com.

"The motion for summary judgment on the claims pursuant Sec.
523(a)(4) is denied, in light of the factual determination
necessary with regard to the existence of the requisite trust
relationship.  Further, the motion is denied on the claims
pursuant to Sec. 523(a)(6), as the findings contained within the
Judgment are not sufficient for this court to rule that the issue
of willful and malicious injury was resolved in state court. The
Judgment therefore does not support the application of collateral
estoppel to Cadles' nondischargeability claim under Sec.
523(a)(6)," the Court held.

Cadles seeks a declaration of nondischargeability pursuant to
Sections 523(a)(4) and (a)(6) as to a debt evidenced by a state
court judgment.

The dispute stems from a mid-1980's business arrangement between
Coolidge Bank and Trust Company and Malmart Mortgage Company, an
entity of which the debtor was president. Under the arrangement,
Coolidge advanced funds to Malmart, which Malmart used to make
consumer construction loans.  The mortgages securing such loans
were pledged to Coolidge as security. In 1987, Coolidge brought
suit against the debtor, in his individual capacity, among others,
alleging conversion and unfair or deceptive trade conduct in
connection with the satisfaction of three mortgages without
Coolidge's consent and without repayment to Coolidge. After a
trial in the Massachusetts Superior Court, a jury found that the
debtor converted funds and engaged in unfair or deceptive trade
conduct, and awarded Coolidge compensatory damages of $324,000.
The Massachusetts court entered an order to this effect on June 2,
1993, and additionally found that treble damages were not
warranted, instead awarding double compensatory damages pursuant
to the relevant statute, in the amount of $648,000.  The Judgment
was subsequently assigned to Cadles.

James E. Cofield, Jr. filed a Chapter 11 bankruptcy petition
Bankr. E.D.N.C. Case No. 11-02034) on March 17, 2011.  On April 6,
2012, the case was converted to one under chapter 7 of the
Bankruptcy Code.


JEH COMPANY: May Sell Equipment Pledged to Wells Fargo
------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized JEH Company, et al., to sell assets pledged to Wells
Fargo Equipment Finance (2004 Case 586G Wide Lift VIN No. ending
in 292454 and two ramps) for $25,500.

The Debtors are also authorized to pay Wells Fargo Equipment
Finance the proceeds of the sale together with per diem interest
accruing after the payoff amounts.

Additionally, the Court ordered that Dallas County, City of
McAllen, South Texas College, South Texas ISD, Tarrant County,
Upshur County, Wood County and other ad valorem tax lien holders,
will be and are granted a replacement lien, to the extent of any
security interest held against any property sold pursuant to the
Court's order, with the replacement lien attaching to the cash of
JEH Company up to the full purchase price of any property sold.

                        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.


JEH COMPANY: Frost Bank Balks at Adequacy of Plan Outline
---------------------------------------------------------
Michael J. Quilling, Esq., at Quilling Selander Lownds Winslett &
Moser, P.C., on behalf of secured creditor Frost Bank, asks the
U.S. Bankruptcy Court for the Northern District of Texas to deny
approval of the Disclosure Statement explaining JEH Company, et
al.'s Chapter 11 Plan.

Frost Bank relates that pursuant to the Court's order dated
Nov. 6, 2013, Frost was paid $3,632,675 plus per diem interest in
full satisfaction of the JEHCO obligation to Frost under its
claim.

Frost said the Disclosure Statement fails to provide adequate
information under the standard of Section 1125(a) of the
Bankruptcy Code such that Frost can determine how much Debtors
intend to pay Frost under its Stallion Claims.

Frost said that pursuant to the reconciliation provided to the
Debtors, Section 10.32 of the Plan documents must be amended to
read: the remaining secured claims of Frost against JEH Stallion
Station will be paid in full in the following amounts:

   a. Lease 001: $19,114 subject to a reduction by the amount of
      any additional adequate protection payments prior to the
      Effective Date;

   b. Loan 9002: $1,326,033 as of Feb. 18, 2014, plus a per diem
      thereafter of $209;

   c. All amounts due and owing above are subject to additional
      fees, expenses, and costs pursuant to the Frost loan
      documents; and

   d. In the event JEH Stallion Station fails to pay any amounts
      due and owing to Frost, JEHCO will pay any remaining
      obligations to Frost pursuant to its unconditional
      guaranties of the JEH Stallion Station obligations.

                        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.


KAHN FAMILY: Hearing on Access to Cash Continued to March 28
------------------------------------------------------------
The Hon. Helen E. Burris of the U.S. Bankruptcy Court for the
District of South Carolina continued until March 28, 2014, at
10:00 a.m., the hearing to consider Wells Fargo Bank, N.A.'s
motion to prohibit Kahn Family LLC's use of cash collateral.

As reported in the Troubled Company Reporter on Jan. 27, 2014,
Wells Fargo asked the Court to (i) prohibit Kahn Family, LLC's use
of cash collateral; and (ii) require the Debtor to account for and
segregate any of Wells Fargo's cash collateral which was generated
by non-debtor property and collected by the Debtor and preserve
all of Wells Fargo's rights with respect to such non-debtor cash
collateral.

Wells Fargo is the holder of six loans to Kahn-related entities,
which are generated by Mr. Kahn and secured by various collateral
pledged by non-debtor and debtor entities.  Collectively, the
loans have a balance due of $61,802,838 as of Jan. 3, 2014.

According to Wells Fargo, the Debtor has not met its burden to
show Wells Fargo is adequately protected or otherwise obtained
approval by the Court to use cash collateral.

                         About Kahn Family

Kahn Family, LLC, and Kahn Properties South, LLC, filed bare-bones
Chapter 11 petitions (Bankr. D. S.C. Case Nos. 13-02354 and
13-02355) on April 22, 2013.  Kahn Family disclosed $50 million to
$100 million in assets and liabilities.  R. Geoffrey Levy, Esq.,
at Levy Law Firm, LLC, serves as the Debtors' counsel.  David G.
Wolff, Esq., at Barnes, Alford, Stork & Johnson, LLP, is the
Debtor's special counsel.  Bill Quattlebaum, CPA of Elliott Davis,
LLC, serves as its accountant.

The Debtor's Plan of Reorganization dated Dec. 20, 2013, provides
that payments and distributions under the Plan will be funded by
(1) the sale of certain of the Debtor's real property at fair
market value; (2) the transfer of certain real property of the
Debtor to Gibraltar BB4, LLC; (3) conversion of certain unsecured
claims against the Debtor to equity in the Reorganized Debtor; (4)
cash on hand on the Effective Date; and (5) cash flow from
continuing operations.


KAHN FAMILY: Plan Outline Hearing Continued Until March 28
----------------------------------------------------------
The Hon. Helen E. Burris of the U.S. Bankruptcy Court for the
District of South Carolina continued until March 28, 2014, at
10:00 a.m., the hearing to consider the adequacy of information in
the Disclosure Statement explaining Kahn Family, LLC's Chapter 11
Plan.

Judy A. Robbins, U.S. Trustee for Region 4, objected to the
Disclosure Statement filed on Dec. 20, 2013, stating that the
Disclosure Statement is silent regarding a release by the Debtor
against third parties in Article X of the Plan.  The Disclosure
Statement must be amended to discuss the legal basis for the
releases of the non-debtor third parties by the debtor and what
claims or causes of action the debtor may have against such
parties.

Additionally, the Disclosure Statement must be amended to provide
additional information explaining the classification of unsecured
creditors in separate classes and how the classification is fair
and equitable between the creditors.  There should also be a
discussion of the debts owed to insiders and whether there are any
disputes or defenses to the debts.

Payments and distributions under the Plan will be funded by (1)
the sale of certain of the Debtor's real property at fair market
value; (2) the transfer of certain real property of the Debtor to
Gibraltar BB4, LLC; (3) conversion of certain unsecured claims
against the Debtor to equity in the Reorganized Debtor; (4) cash
on hand on the Effective Date; and (5) cash flow from continuing
operations.

The Plan, dated Dec. 20, 2013, provides for the designation and
treatment of nine classes of claims and interests in the Debtor:

  * Class 1 Claim is the secured claim of Wells Fargo Bank, N.A.,
    with treatment to be determined before plan confirmation.
    Class 2 Claims are priority unsecured claims pursuant to Sec.
    507 of the Bankruptcy Code, they will be paid in full in cash
    to the extent allowed.

  * Classes 3 to 7 are general unsecured claims against the
    Debtor:

    -- Class 3 Claim of Gibraltar will be addressed by the
       transfer of Hunt Club Forest property.

    -- Class 4 General Unsecured Trade and Vendor Claims will be
       paid 20% of allowed claims in cash.

    -- For Class 5 ABK Children's Trust Claim, Class 6 The DKR
       Children's Trust Claim, and Class 7 CMSC, LLC, Claim, debt
       will be converted to equity in the Reorganized Debtor.

  * No treatment has been specified for Class 8 M.B. Kahn
    Construction Company Claim in the plan documents.

  * Class 9 Equity Interests in the Debtor will be extinguished.

Parties-in-interest had until Feb. 21 to file formal written
objections, if any, to the Disclosure Statement.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/KAHNFAMILYds_Dec20.PDF

                         About Kahn Family

Kahn Family, LLC, and Kahn Properties South, LLC, filed bare-bones
Chapter 11 petitions (Bankr. D. S.C. Case Nos. 13-02354 and
13-02355) on April 22, 2013.  Kahn Family disclosed $50 million to
$100 million in assets and liabilities.  R. Geoffrey Levy, Esq.,
at Levy Law Firm, LLC, serves as the Debtors' counsel.  David G.
Wolff, Esq., at Barnes, Alford, Stork & Johnson, LLP, is the
Debtor's special counsel.  Bill Quattlebaum, CPA of Elliott Davis,
LLC, serves as its accountant.

The Debtor's Plan of Reorganization dated Dec. 20, 2013, provides
that payments and distributions under the Plan will be funded by
(1) the sale of certain of the Debtor's real property at fair
market value; (2) the transfer of certain real property of the
Debtor to Gibraltar BB4, LLC; (3) conversion of certain unsecured
claims against the Debtor to equity in the Reorganized Debtor; (4)
cash on hand on the Effective Date; and (5) cash flow from
continuing operations.


KASPER LAND: Proposes Kinkead as Bankruptcy Counsel
---------------------------------------------------
Kasper Land and Cattle Texas, LLC, asks the bankruptcy court for
approval to hire Bill Kinkead, attorney at law, and the law firm
of Kinkead Law Offices to represent it in carrying out its duties
under the Bankruptcy Code.

Mr. Kinkead attests that he and his firm are "disinterested
persons", as that term is defined in the Bankruptcy Code, and do
not hold or represent an interest adverse to the estate with
respect to the matter on which we are to be employed.

The parties have entered into a written agreement regarding the
services to be performed for the Debtor in connection with its
case and the compensation to be paid for such services.

                   About Kasper Land and Cattle

Kasper Land and Cattle Texas, LLC, sought Chapter 11 protection
(Bankr. N.D. Tex. Case No. 14-20074) in Amarillo, Texas, on
March 3, 2014.  Bill Kinkead, Esq., at Kinkead Law Offices, serves
as counsel to the Debtor.  The Debtor estimated $10 million to $50
million in assets and liabilities.


KEMPER CORP: A.M. Best Assigns 'bb+' Rating on $150MM Debentures
----------------------------------------------------------------
A.M. Best Co. has assigned a debt rating of "bb+" to the recently
issued $150.0 million 7.375% subordinated debentures due 2054 of
Kemper Corporation (Chicago, IL) [NYSE: KMPR].

Concurrently, A.M. Best has assigned indicative ratings of "bbb-"
to senior debt, "bb+" to subordinated debt and "bb" to preferred
stock of Kemper's recently filed shelf registration.  The outlook
assigned to all ratings is stable.

Kemper intends to use the net proceeds for general corporate
purposes, which may include the partial repayment of outstanding
debt.  The company's financial leverage and coverage measures
remain within A.M. Best's guidelines for the assigned ratings.


KEYWELL LLC: Court Approves Rust Omni as Claims & Noticing Agent
----------------------------------------------------------------
The Hon. Eugene R. Wedoff of the U.S. Bankruptcy Court for the
Northern District of Illinois authorized Keywell L.L.C. to employ
Rust Consulting Omni Bankruptcy as claims and noticing agent.

As reported in the Troubled Company Reporter on Feb. 12, 2014, the
Debtor requires Rust Omni to:

   (a) serve as the Court's notice agent to mail certain notices
       to the Debtor's creditors and other parties-in-interest;

   (b) provide computerized claims, objection and balloting
       database services;

   (c) provide expertise, consultation, and assistance in claim
       and ballot processing, if appropriate; and

   (d) provide expertise and assistance with disseminating
       information about this Chapter 11 case to creditors and
       other parties-in-interest.

Rust Omni will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Brian Osborne, president of Rust Omni, 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.

Rust Omni can be reached at:

       Brian Osborne
       RUST CONSULTING OMNI BANKRUPTCY
       5955 De Soto Ave Ste 100
       Woodland Hills, CA 91367-5100
       Tel: (818) 906-8300
       Fax: (818) 704-0415
       E-mail: bosborne@omnimgt.com

                     About Keywell L.L.C.

Keywell L.L.C., nka SGK Ventures, LLC, a supplier of scrap
titanium and stainless steel, filed a Chapter 11 petition (Bankr.
N.D. Ill. Case No. 13-37603) on Sept. 24, 2013.  Mark Lozier
signed the petition as president and CEO.

Keywell LLC first filed schedules disclosing $22,515,017 in total
assets, and $35,025,633 in total liabilities.  In its amended
schedules, Keywell disclosed $22,546,386 in total assets and
$39,361,793 in total liabilities.

Judge Eugene R. Wedoff presides over the case.

Howard L. Adelman, Esq., Chad H. Gettleman, Esq., Henry B. Merens,
Esq., Brad A. Berish, Esq., Mark A. Carter, Esq., Adam P.
Silverman, Esq., and Nathan Q. Rugg, Esq., at Adelman & Gettleman
Ltd. serve as the Debtor's counsel.  Alan B. Patzik, Esq., Steven
M. Prebish, Esq., and David J. Schwartz, Esq., at Patzik, Frank &
Samotny Ltd. serve as the Debtor's special counsel.  Eureka
Capital Markets, LLC, serves as the Debtor's investment banker,
while Conway MacKenzie, Inc., serves as its financial advisors.

The Debtor's lenders are represented by Steven B. Towbin, Esq.,
and Gordon E. Gouveia, Esq., at Shaw Fishman Glantz & Towbin LLC,
in Chicago, Illinois.

The United States Trustee for Region 11 appointed an Official
Committee of Unsecured Creditors.  The panel has hired David A.
Agay, Esq., Sean D. Malloy, Esq., Scott N. Opincar, Esq., Joshua
A. Gadharf, Esq., and T. Daniel Reynolds, Esq., at McDonald
Hopkins LLC as counsel.  Alvarez & Marsal North America, LLC,
serves as financial advisors to the Committee.

In December 2013, the Bankruptcy Court formally approved the sale
of the Debtor's assets to KW Metals Acquisition LLC for $15.8
million.  The original offer was from Cronimet Holdings Inc. for
$12.5 million cash.


KEYWELL LLC: Gets Court Approval to Name to "SGK Ventures"
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
approved Keywell LLC to change its corporate name to "SGK Ventures
LLC" and authorized the Debtor to modify the name on the caption
of its Chapter 11 case in all future pleadings and motions.

                     About Keywell L.L.C.

Keywell L.L.C., a supplier of scrap titanium and stainless steel,
filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 13-37603)
on Sept. 24, 2013.  Mark Lozier signed the petition as president
and CEO.

Keywell LLC first filed schedules disclosing $22,515,017 in total
assets, and $35,025,633 in total liabilities.  In its amended
schedules, Keywell disclosed $22,546,386 in total assets and
$39,361,793 in total liabilities.

Judge Eugene R. Wedoff presides over the case.

Howard L. Adelman, Esq., Chad H. Gettleman, Esq., Henry B. Merens,
Esq., Brad A. Berish, Esq., Mark A. Carter, Esq., Adam P.
Silverman, Esq., and Nathan Q. Rugg, Esq., at Adelman & Gettleman
Ltd. serve as the Debtor's counsel.  Alan B. Patzik, Esq., Steven
M. Prebish, Esq., and David J. Schwartz, Esq., at Patzik, Frank &
Samotny Ltd. serve as the Debtor's special counsel.  Eureka
Capital Markets, LLC, serves as the Debtor's investment banker,
while Conway MacKenzie, Inc., serves as its financial advisors.

The Debtor's lenders are represented by Steven B. Towbin, Esq.,
and Gordon E. Gouveia, Esq., at Shaw Fishman Glantz & Towbin LLC,
in Chicago, Illinois.

The United States Trustee for Region 11 appointed an Official
Committee of Unsecured Creditors.  The panel has hired David A.
Agay, Esq., Sean D. Malloy, Esq., Scott N. Opincar, Esq., Joshua
A. Gadharf, Esq., and T. Daniel Reynolds, Esq., at McDonald
Hopkins LLC as counsel.  Alvarez & Marsal North America, LLC,
serves as financial advisors to the Committee.

In December 2013, the Bankruptcy Court formally approved the sale
of the Debtor's assets to KW Metals Acquisition LLC for $15.8
million.  The original offer was from Cronimet Holdings Inc. for
$12.5 million cash.


LAKESIDE CASINO: Manager Liable for Improper Wage Withholding
-------------------------------------------------------------
Ruby Jumamil appeals a Washington state trial court's summary
dismissal of Noel Coon from her wage withholding and wage rebating
claims and dismissal of Doug West from her wage rebating claim
under RCW 49.52.050 and RCW 49.52.070.  Ms. Jumamil initially
filed various wage claims against Lakeside Casino, LLC, d/b/a
Freddie's Club Casino of Fife, her former place of employment; Mr.
Coon, the Casino's sole LLC manager; and Mr. West, one of the
Casino's poker room floor supervisors.  After the summary
dismissal of Messrs. Coon and West, a jury found the Casino liable
for willful wage withholding and rebating.  Shortly after the
trial court entered judgment against the Casino, the Casino filed
for bankruptcy (In re Lakeside Casino, LLC, No. 12-44552-BDL
(Bankr. W.D. Wash. June 28, 2012)).  The Casino's bankruptcy case
is still pending.

Ms. Jumamil argues that the trial court improperly dismissed Mr.
Coon from her wage withholding claim because he willfully withheld
her wages after learning about the Casino's dealer support policy,
which required that poker dealers gamble an average of six hours a
week to retain their seniority and which policy ultimately led to
the withholding of Ms. Jumamil's wages.

Ms. Jumamil also argues the trial court improperly dismissed
Messrs. Coon and West from her wage rebating claim because Coon
received and West collected a rebate of her wages by requiring her
to gamble back her wages to the Casino under the dealer support
policy.

In a March 4, 2014 Opinion available at http://is.gd/X8dyQjfrom
Leagle.com, the Court of Appeals of Washington, Division Two, held
that a manager of an LLC is liable for improper wage withholding
only where he knowingly participated in the wrongful withholding.

"Because Coon failed to release Jumamil's withheld wages after
learning about the dealer support policy, he knowingly and
willfully withheld her wages in violation of RCW 49.52.070.
Accordingly, we reverse summary judgment as to Coon, hold Coon
liable for willful wage withholding, and remand for an entry of
costs and reasonable attorney fees against Coon under RCW
49.52.070." the Court said.

"We also reverse the summary dismissal of Coon and West from
Jumamil's wage rebating claim and remand for further proceedings
because there are genuine issues of material fact regarding
whether Coon and West collected or received a rebate of Jumamil's
wages.

"We reverse and remand for further proceedings consistent with
this opinion."

The appellate case is, RUBY JUMAMIL, Appellant, v. LAKESIDE
CASINO, LLC, a Washington limited liability company d/b/a
FREDDIE'S CLUB CASINO OF FIFE; NOEL COON and JANE DOE I, husband
and wife; SUSAN MUDARRI and JOHN DOE, husband and wife; and
DOUG WEST and JANE DOE II, husband and wife, Respondents, No.
43620-5-II (Wash. App.).

Counsel for Appellants are:

         Stephanie Bloomfield, Esq.
         GORDON THOMAS HONEYWELL
         PO Box 1157
         Tacoma, WA, 98401-1157

              - and -

         Eric Daniel Gilman, Esq.
         GORDON THOMAS HONEYWELL LLP
         1201 Pacific Ave Ste 2100
         Tacoma, WA, 98402-4314

Counsel for Respondents is:

         Thomas F. Gallagher, Esq.
         LAW OFFICES OF WATSON & GALLAGHER PS
         3623 S. 12th St.
         Tacoma, WA, 98405-2133

              - and -

         Michael E. Mcaleenan Jr., Esq.
         SMITH ALLING P.S.
         1102 Broadway Ste 403
         Tacoma, WA, 98402-3526


LANDS' END: Moody's Assigns B1 CFR & B1 Rating on $515MM Debt
-------------------------------------------------------------
Moody's Investors Service assigned a B1 Corporate Family Rating to
Lands' End Inc. as well as a B1 rating to the company's proposed
$515 million term loan B due 2021. The rating outlook is stable.
Moody's also assigned a Speculative Grade Liquidity rating of SGL-
2. The ratings assigned are subject to receipt and review of final
loan documentation.

Proceeds from the transaction will be used to fund a $500 million
dividend to its parent company Sears Holdings ("Sears" Caa1,
Stable) prior to being spun-off as a public company to Sears'
shareholders. Sears intends to distribute all of the outstanding
shares of Lands' End to Sears shareholders in this transaction and
it will not retain any ownership interest following the spin-off.
Sears and Lands' End will enter into certain arms-length
contracts, including contracts related to the ongoing Lands' End
Shops at Sears, Lands' End's participation in Sears' Shop Your Way
program, and certain transition agreements customary for a
transaction of this type.

The following ratings were assigned:

Lands' End Inc

  Corporate Family Rating at B1

  Probability of Default Rating at B1-PD

  $515 Million Term Loan B due 2021 at B1 (LGD 4, 55%)

  Speculative Grade Liquidity rating at SGL-2

Ratings Rationale

Lands' End B1 Corporate Family Rating reflects its high leverage
following the spin-off with rent-adjusted debt/EBITDA in the mid
four times range following the debt financed dividend. The B1
rating acknowledges that Lands' End has experienced erratic
historical operating performance, however, initiatives under its
new management team are showing signs of improvement with margins
improving in the second half of 2013. The Lands' End brand remains
relevant with consumers as evidenced by sales in excess of $1.5
billion, and Moody's believe the company is well positioned as
consumers shift apparel spending toward online purchases. The
company's international and Lands' End Outfitter business -- which
provides corporate and school uniforms -- also provide additional
diversification. Lands' End presence in Sears stores is a risk,
noting Sears' continued contraction in its store base and its
long-term track record of negative comparable store sales over the
past few years, however, with only 15% of sales generated in these
shops, Moody's believe this risk is modest for Lands' End as a
whole. The rating is also supported by its good liquidity profile
with the company expected to have access to a $175 million asset
based revolver which is expected to be substantially unused except
for seasonal working capital needs, and the covenant-lite nature
of the proposed term loan.

The B1 rating assigned to the secured Term Loan B reflects its
second lien on the company's accounts receivable and inventory
(the $175 million asset-based revolver will have a first lien on
these assets) and a first lien on substantially all other assets
of the company.

The stable rating outlook reflects our expectations the company
can sustain the margin recovery seen in fiscal 2013 and that the
company will be able to execute the transition to a stand-alone
public company without any disruption to operations. The rating
outlook also considers our expectations the company is not likely
to meaningfully reduce debt beyond the required payments in its
debt agreements.

Ratings could be upgraded if the company successfully navigates
the transition to a stand-alone public company while sustaining
operating performance. Quantitatively ratings could be upgraded if
reporting operating margins are sustained near 10% and debt/EBITDA
was sustained below 4 times while maintaining a good liquidity
profile.

Ratings could be downgraded if the company's recent positive
trends in operating performance were to reverse or it were to
encounter challenges as it transitions to a stand-alone public
company. Quantitatively ratings could be downgraded if debt/EBITDA
was sustained above 5 times or if liquidity were to become more
constrained.

Headquartered in Dodgeville, Wisconsin, Lands' End Inc. is a
multi-channel retailer of casual clothing, footwear and
accessories for men, women and children with products sold through
catalogs, online through websites in the US and overseas as well
as through 274 Lands' End Shops at Sears and standalone Lands' End
Inlet Stores. Fiscal 2013 revenues exceeded $1.5 billion.

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.


LG-TR-CI: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: LG-TR-CI, Inc.
        777 Main Street
        Daytona Beach, FL 32118

Case No.: 14-02454

Chapter 11 Petition Date: March 5, 2014

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

Debtor's Counsel: Walter J Snell, Esq.
                  SNELL & SNELL, P.A.
                  436 N Peninsula Drive
                  Daytona Beach, FL 32118
                  Tel: 386-255-5334
                  Email: snellandsnell@mindspring.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Ergun T. Recel, president.

The Debtor listed Wells Fargo Bank, c/o Harry M Wilson, III, Esq
225 Water Street, Suite 1800, Jacksonville, FL 32202, as its
largest unsecured creditor holding a claim of $2.60 million.


LL MURPHREY: Dispute Over Guaranty Remanded to State Court
----------------------------------------------------------
The Court of Appeals of North Carolina reversed a superior court's
orders denying D.A.N. Joint Venture Properties' motion for summary
judgment and granting Larry Barrow's, Lois Barrow's, Doris
Murphrey's, and Donald Stocks's motions for summary judgment in a
dispute over Barrow et al.'s guaranty of the notes issued by
Wachovia Bank, N.A. to L.L. Murphrey Company.  The Appeals Court
remanded the matter to the superior court for a determination of
the amount of the guarantors' liability.

At the time L.L. Murphrey filed for Chapter 11 bankruptcy in 2000,
it was in default on several Wachovia notes that were guaranteed
by Barrow et al.  On May 4, 2001, L.L. Murphrey filed its Fourth
Amended Plan of Reorganization with the bankruptcy court, which
was later confirmed by the bankruptcy court in part because the
"guarantors contributed $550,000 to [L.L. Murphrey] to make
confirmation of its plan feasible."

The Plan of Reorganization divided L.L. Murphrey's Wachovia debts
into two notes: Note A and Note B. Wachovia sold Note A and Note B
to Cadlerock Joint Venture, L.P., which later sold the notes to
D.A.N. Joint Venture.  In addition to creating two notes, the Plan
provided that the "guaranties will remain in full force and effect
for the Notes except as adjusted to reflect the amount of
Recapitalized Debt, defined herein."

Because L.L. Murphrey and D.A.N. Joint Venture could not agree on
the amount of the recapitalized debt, the Debtor on April 1, 2011,
asked the bankruptcy court to reopen the Chapter 11 case.  L.L.
Murphrey, Larry Barrow, Lois Barrow, and Doris Murphrey then filed
an adversary proceeding, before the bankruptcy court, against
D.A.N. Joint Venture.  In the adversary proceeding, Larry Barrow,
Lois Barrow, and Doris Murphrey sought a declaration that the
guarantors were contingently liable for only the amount of the
recapitalized debt.  They also requested an injunction requiring
D.A.N. Joint Venture to stop demanding payment from L.L. Murphrey
and the guarantors in excess of the amount of the recapitalized
debt.

In an order entered on Dec. 16, 2011, the bankruptcy court found
that the amount of the recapitalized debt was $6,186,362.
(Troubled Company Reporter, Dec. 22, 2011).

D.A.N. Joint Venture filed a motion with the bankruptcy court
seeking reconsideration of the December 2011 order, which was not
a final order because it did not resolve all of the claims between
the parties.  The bankruptcy court granted D.A.N. Joint Venture's
motion.

On May 10, 2012, the bankruptcy court issued a second order
denying the claim for injunctive relief, because there was no
showing of irreparable harm, and declaring that the liability of
guarantors was capped at the amount of the recapitalized debt.
(Troubled Company Reporter, May 15, 2012).

Larry Barrow, Lois Barrow, and Doris Murphrey then filed a lawsuit
against D.A.N. Joint Venture, Connie Murphrey, and Donald Stocks
in superior court after the May 10, 2012 bankruptcy court order
was entered.  Larry Barrow, Lois Barrow, and Doris Murphrey assert
that they are entitled to a declaration that the expiration of the
statute of limitations prevents D.A.N. Joint Venture from
asserting any claims against the guarantors based on the
guaranties.

D.A.N. Joint Venture counterclaimed and crossclaimed that the
guarantors were in breach of the guaranty agreements as modified
by the Plan of Reorganization.

The parties then filed cross-motions for summary judgment.

On appeal, D.A.N. Joint Venture argues that the May 10, 2012
bankruptcy court order, which addressed the guarantors' liability
under the Plan, precluded the trial court from granting summary
judgment on the grounds that the statute of limitations bars all
claims asserted by D.A.N. Joint Venture against the guarantors
based on the guaranties.

The Appeals Court agrees in its March 4, 2014 decision available
at http://is.gd/b3x4ROfrom Leagle.com.

The appellate case is, LARRY BARROW, LOIS BARROW, AND DORIS
MURPHREY, Plaintiffs, v. D.A.N. JOINT VENTURE PROPERTIES OF NORTH
CAROLINA, LLC, CONNIE MURPHREY AND DONALD STOCKS, Defendants, No.
COA13-975 (N.C. App.).

White & Allen, P.A.'s John P. Marshall, Esq., and Ashley C.
Fillippeli, Esq., represent the plaintiffs-appellees.

Driscoll Sheedy, P.A.'s Susan E. Driscoll, argues for D.A.N. Joint
Venture Properties of North Carolina, LLC.

Miller & Audino, LLP's Jeffrey L. Miller, Esq., argue for
defendant-appellee Donald Stocks.

                        About L.L. Murphrey

L.L. Murphrey Company was North Carolina corporation engaged in
the swine business, with its principal place of business in Greene
County, North Carolina.  LLM filed for chapter 11 bankruptcy
(Bankr. E.D.N.C. Case No. 00-03213) on June 8, 2000.  On July 13,
2001, the Court entered an order confirming the Debtor's fourth
amended plan of reorganization.  On May 21, 2012, it filed a
voluntary Chapter 7 petition (Bankr. E.D.N.C. Case No. 12-03837).


LOFINO PROPERTIES: U.S. Trustee, Creditor Balk at Counsel Hiring
----------------------------------------------------------------
Daniel M. McDermott, U.S. Trustee for Region 9, objected to Lofino
Properties, LLC, et al.'s motion for authorization to employ (i)
Paul H. Shaneyfelt, Esq., at Shaneyfelt & Associates LLC, as
counsel for debtor Lofino Properties, LLC; and (ii) Joshua M. Kin,
Esq., as case attorney for debtor Southland 75, LLC.

At the first day hearing, the U.S. Trustee reiterated his concerns
on the record regarding Mr. Kin's representation of both Debtors
as a result of retention issues generated by conflicts of interest
between the Debtors.  In response, the Court noted that no
retention applications were pending.  During further discussion,
the U.S. Trustee and the Court agreed on the record that the
Debtors' retention issues under 11 U.S.C. Sec. 327(a) must be
resolved before a hearing on the pending dispositive motions
because both Debtors would need unconflicted counsel to present
their evidence to the Court.

The U.S. Trustee, in his objection, stated that, among other
things, no estate funds are available for payment to Messrs. Kin
and Shaneyfelt.

In separate filings, GLICNY Real Estate Holding LLC also objected
to the Debtors' applications.  GLICNY Real Estate said the Chapter
11 trustee has previously retained the firm of Wood & Lamping,
LLP, as counsel and approval of the Debtors' application would be
unnecessary in addition to being contrary to law.  GLICNY Real
Estate added that allowing the use of GLICNY's cash collateral to
pay attorney fees is unnecessary, contrary to law and would
severely prejudice GLICNY.

The Troubled Company Reporter on Feb. 21, 2014, reported on Lofino
Properties' bid to hire counsel.  The Debtor stated the employment
of Mr. Shaneyfelt as counsel is necessary to perform the legal
services normally associated with the reorganization process,
including, but not limited to, providing legal representation at
all hearings, negotiating with creditors or claimants, and
formulating a plan of reorganization and disclosure statement in
conformity with the requirements of the Bankruptcy Code.

The Debtor told the Court that Mr. Shaneyfelt charges $250 per
hour, and paralegals charge between $110 and $145 per hour.

The Debtor said Mr. Shaneyfelt is a "disinterested person" within
the meaning of the Bankruptcy Code.

              About Lofino Properties & Southland 75

Dayton, Ohio-based Lofino Properties, LLC, which owns retail
stores, sought bankruptcy protection (Bankr. S.D. Ohio Case No.
13-34099) on Oct. 4, 2013.  Lofino Properties listed assets of
$19.91 million and liabilities of about $13.15 million.

A sister company, Southland 75 LLC, which owns a strip shopping
center, sought bankruptcy protection (Bankr. S.D. Ohio Case No.
13-34100) on the same day.  Southland 75 listed assets of $8.09
million and liabilities of $5.62 million.

The Hon. Judge Lawrence S. Walter presides over the cases.
According to the petitions, attorneys at Pickrel, Schaeffer, and
Ebeling, in Dayton, Ohio, represent the Debtors as counsel.  The
petitions were signed by Michael D. Lofino, managing member.

The Debtors have been operating under state court receiverships
since May 2013.  On Oct. 17, 2013, the Bankruptcy Court entered an
order denying the Debtors' motion for joint administration of
their cases.


LONG BEACH MEDICAL: Proposes Garfunkel Wild as Counsel
------------------------------------------------------
Long Beach Medical Center and Long Beach Memorial Nursing Home
Inc. seek approval from the bankruptcy court to employ Garfunkel
Wild, PC, as general bankruptcy counsel.

GW has for 30 years represented LBMC and Komanoff as general
counsel providing a broad array of legal services including
healthcare, financing, litigation and real estate related work.
GW also has devoted a substantial amount of time over the last
several months negotiating the terms of an asset purchase
agreement with South Nassau Communities Hospital for the sale of
substantially all of the Debtors' real property assets relating to
the Hospital and the real property and operating assets of the
Nursing Home.

For its work as bankruptcy counsel, GW will seek compensation
based on its normal hourly rate in effect for the period in which
services are rendered and will seek reimbursement of reasonable
out-of-pocket expenses.

GW will utilize partners and associates in various areas of
expertise to prosecute the case.   The rates to be charged by
professionals from GW range from $190 to $535 per hour and its
rate for paraprofessionals range from $145 to $225 per hour.  The
attorneys who will be primarily responsible for providing services
to the Debtors and their respective billing rates are:

                                             Hourly Rate
                                             -----------
      Burton Weston       Partner               $535
      Afsheen Shah        Partner               $430
      Adam T. Berkowitz   Senior Attorney       $395
      Andrew J. Schulson  Partner               $460

Burton S. Weston, a shareholder at the firm, attests that GW is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                 About Long Beach Medical Center

Long Beach Medical Center, formerly Long Beach Memorial Hospital,
was a 162-bed, community-based hospital offering primary, acute,
emergency and long-term health care to residents of Long Beach,
New York.  Founded in 1922, LBMC was a teaching facility for the
New York College of Osteopathic Medicine.  LBMC was shut down
after superstorm Sandy devastated the hospital in October 2012.

Long Beach Memorial Nursing Home Inc, runs the The Komanoff Center
for Geriatric and Rehabilitative Medicine, a 200-bed skilled
nursing facility affiliated with LBMC. It provides services for
residents requiring long term nursing home care and short term
post-acute (sub-acute) care.  Currently there are 127 residents of
Komanoff.

Long Beach Medical and Komanoff sought Chapter 11 bankruptcy
protection (Bankr. E.D.N.Y. Case No. 14-70593) on Feb. 19, 2014.
Long Beach estimated assets of at least $10 million and debts of
at least $50 million.

Garfunkel Wild P.C. serves as the Debtors' counsel. GCG, Inc., is
the Debtors' claims and noticing agent.  The Hon. Alan S. Trust
presides over the cases.

South Nassau Communities Hospital has offered $21 million to
purchase the assets.  SNCH will be the stalking horse bidder at
the auction.


LONG BEACH MEDICAL: Final Hearing on $4.5MM Loan on March 10
------------------------------------------------------------
Long Beach Medical Center and Long Beach Memorial Nursing Home
Inc. at a hearing on March 10, 2014 will seek approval of $4.5
million of DIP financing from buyer South Nassau Communities
Hospital.

The salient terms of the DIP facility are:

    Maximum
    Principal
    Amount:          Not to exceed $4.5 million on a multiple draw
                     term loan basis

    Use of Proceeds: Initial loans and advances of up to $1.8
                     million will be used to pay for working
                     capital needs and other operating
                     requirements.  Upon final approval of the DIP
                     financing, the proceeds will be used in
                     accordance with the agreed budget.

    Interest,
    Fees &
    Expenses:        Interest on the outstanding balance of the
                     DIP revolving loans will be payable at an
                     interest rate of 7% per annum.

    Term:            The Debtor's authorization to borrow funds
                     will terminate on the earlier of (i) June 30,
                     2014, or (b) the occurrence of an event of
                     default.

    Right to
    Credit Bid:      The lender will have the right to "credit
                     bid".

    Reorganization
    Milestones:      The Debtors, under the DIP Facility, are
                     required to sell their assets.  The Debtors
                     are required to:

                       * obtain approval of the bid and sale
                         procedures by March 11.

                       * conduct an auction on or before April 17.

                       * obtain bankruptcy court approval of the
                         sale on or before April 21.

                       * close the sale transaction on or before
                         June 30, 2014.

The Debtors also seek approval to use cash collateral.  The
proceeds of substantially of the Debtors' receivables constitute
cash collateral of certain of Komanoff's prepetition secured
creditors, including, the Pension Benefit Guaranty Corp. and SNCH.
The Debtors will provide the secured creditors with adequate
protection liens and superpriority claims.

As reported in the March 4, 2014 edition of the TCR, Judge Alan S.
Trust of the U.S. Bankruptcy Court for the Eastern District of New
York authorized the Debtors to borrow on an emergency basis up to
a total amount of $900,000.

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

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

South Nassau Communities Hospital in Oceanside, New York, is
represented by:

         PROSKAUER ROSE LLP
         Eleven Times Square
         New York, NY 10036
         Attn: Richard J. Zall, Esq.

                 About Long Beach Medical Center

Long Beach Medical Center, formerly Long Beach Memorial Hospital,
was a 162-bed, community-based hospital offering primary, acute,
emergency and long-term health care to residents of Long Beach,
New York.  Founded in 1922, LBMC was a teaching facility for the
New York College of Osteopathic Medicine.  LBMC was shut down
after superstorm Sandy devastated the hospital in October 2012.

Long Beach Memorial Nursing Home Inc, runs the The Komanoff Center
for Geriatric and Rehabilitative Medicine, a 200-bed skilled
nursing facility affiliated with LBMC. It provides services for
residents requiring long term nursing home care and short term
post-acute (sub-acute) care.  Currently there are 127 residents of
Komanoff.

Long Beach Medical and Komanoff sought Chapter 11 bankruptcy
protection (Bankr. E.D.N.Y. Case No. 14-70593) on Feb. 19, 2014.
Long Beach estimated assets of at least $10 million and debts of
at least $50 million.

Garfunkel Wild P.C. serves as the Debtors' counsel. GCG, Inc. is
the Debtors' claims and noticing agent.  The Hon. Alan S. Trust
presides over the cases.

South Nassau Communities Hospital has offered $21 million to
purchase the assets.  SNCH will be the stalking horse bidder at
the auction.


LONG BEACH MEDICAL: Monday Hearing on Sale of Most Assets
---------------------------------------------------------
Long Beach Medical Center and Long Beach Memorial Nursing Home
Inc. at a hearing on March 10, 2014, will seek approval of
proposed bidding procedures in connection with the sale of their
real estate and personal property assets, including the operating
assets of The Komanoff Center for Geriatric and Rehabilitative
Medicine.

South Nassau Communities Hospital, which is providing $4.5 million
funding for the Chapter 11 effort, has agreed to be the stalking
horse bidder for the assets.  It has signed a deal to purchase the
assets for $21 million, absent higher and better offers.

It is anticipated that SNCH will continue to operate the Komanoff
nursing home.  The parties also will continue to pursue FEMA
funding to repair and reconfigure the LBMC campus facilities.

As is customary in a sale transaction of this nature, the purchase
agreement provides for the payment of a termination fee in the
amount of $640,000 and expense reimbursement not to exceed
$210,000.  These amounts -- totaling just 4% of the sale price --
are payable in the event that a higher or better offer is accepted
by the Debtors.

The sale transaction is conditioned upon (i) Attorney General and
New York State Supreme Court approval consistent with the New York
Not-For-Profit Laws, and (ii) all requisite approvals required by
DOH and any other regulatory authority asserting jurisdiction over
the Debtors.

The Debtors are soliciting other offers for the assets.  The
Debtors propose an April auction for the assets if other offers in
addition to SNCH's are received.

The Debtors, under the DIP Facility provided by SNCH, are required
to obtain approval of the bid and sale procedures by March 11,
conduct an auction on or before April 17, obtain bankruptcy court
approval of the sale on or before April 21, and close the sale
transaction on or before June 30, 2014.

                 About Long Beach Medical Center

Long Beach Medical Center, formerly Long Beach Memorial Hospital,
was a 162-bed, community-based hospital offering primary, acute,
emergency and long-term health care to residents of Long Beach,
New York.  Founded in 1922, LBMC was a teaching facility for the
New York College of Osteopathic Medicine.  LBMC was shut down
after superstorm Sandy devastated the hospital in October 2012.

Long Beach Memorial Nursing Home Inc. runs the The Komanoff Center
for Geriatric and Rehabilitative Medicine, a 200-bed skilled
nursing facility affiliated with LBMC. It provides services for
residents requiring long term nursing home care and short term
post-acute (sub-acute) care.  Currently there are 127 residents of
Komanoff.

Long Beach Medical and Komanoff sought Chapter 11 bankruptcy
protection (Bankr. E.D.N.Y. Case No. 14-70593) on Feb. 19, 2014.
Long Beach estimated assets of at least $10 million and debts of
at least $50 million.

Garfunkel Wild P.C. serves as the Debtors' counsel. GCG, Inc. is
the Debtors' claims and noticing agent.  The Hon. Alan S. Trust
presides over the cases.

South Nassau Communities Hospital is represented in the case by
Richard J. Zall, Esq., at Proskauer Rose LLP.


LONGVIEW POWER: Plan Confirmation Hearing on Monday
---------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware rescheduled
to March 10, 2014, at 10:00 a.m., the hearing to consider
confirmation of Longview Power, LLC, et al.'s Joint Plan of
Reorganization.

A copy of the Disclosure Statement is available for free at:

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

As reported in the Troubled Company Reporter on Dec. 27, 2013,
the Debtor won court permission to start polling creditors on a
Chapter 11 restructuring that swaps more than $1 billion in debt
for equity and provides money to fix its troubled plant.  Once
creditors cast their ballots, Longview will return to court
to seek confirmation of the Chapter 11 exit plan, the report
related.  Under the plan, existing lenders have agreed to provide
$150 million to fund emergence and repair the plant, which is in
West Virginia.

Under the Plan, general unsecured creditors owed an estimated $4.5
million will get a recovery of 5.5% to 22%.

                     About Longview Power LLC

Longview Power LLC is a special purpose entity created to
construct, own, and operate a 695 MW supercritical pulverized
coal-fired power plant located in Maidsville, West Virginia, just
south of the Pennsylvania border and approximately 70 miles south
of Pittsburgh.  The project is owned 92% by First Reserve
Corporation (First Reserve or sponsor), a private equity firm
specializing in energy industry investments, through its affiliate
GenPower Holdings (Delaware), L.P., and 8% by minority interests.

Longview Power, LLC, filed a Chapter 11 (Bank. D. Del. Lead Case.
13-12211) on Aug. 30, 2013.  The petitions were signed by Jeffery
L. Keffer, the Company's chief executive officer, president,
treasurer and secretary.  The Debtor estimated assets and debts of
more than $1 billion.  Judge Brendan Linehan Shannon presides over
the case.  Kirkland & Ellis LLP and Richards, Layton & Finger,
P.A., serve as the Debtors' counsel.  Lazard Freres & Company LLC
acts as the Debtors' investment bankers.  Alvarez & Marsal North
America, LLC, is the Debtors' restructuring advisors.  Ernst &
Young serves as the Debtors' accountants.  The Debtors' claims
agent is Donlin, Recano & Co. Inc.

The Debtor disclosed assets of $1,717,906,595 plus undisclosed
amounts and liabilities of $1,075,748,155 plus undisclosed
amounts.

Roberta A. DeAngelis, U.S. Trustee for Region 3, disclosed that as
of September 11, 2013, a committee of unsecured creditors has not
been appointed in the case due to insufficient response to the
U.S. Trustee's communication/contact for service on the committee.


LOS GATOS HOTEL: Must Hire Broker to Market Hotel
-------------------------------------------------
U.S. Bankruptcy Judge Arthur S. Weissbrodt tossed the proposal of
Los Gatos Hotel Corporation to sell its namesake hotel to
Greystone Hotels through a private sale without marketing or
competitive bidding pursuant to a Plan of Reorganization.  The
judge required the Debtor to market the Hotel for sale with the
assistance of a broker.

The Court will hold another hearing to consider the Debtor's
hiring of a broker.

Creditor Terrie Ogilvie Christiansen had filed the motion asking
the Court to compel the Debtor to hire a broker and market the
hotel property for sale.  The U.S. Bankruptcy Court for the
Northern District of California continued until March 6, 2014, at
3:00 p.m., the hearing to consider the Ogilvies' motion.

As reported in the Troubled Company Reporter on Dec. 27, 2013, the
Ogilvies asked the Court to require the Debtor to retain a broker
and expose the hotel to the market before seeking approval of any
sale.  According to the Ogilvies, the decision to ignore market
alternatives is unusual enough; choosing to do so in the face of
dramatic recent increases in hospitality industry values in the
Bay Area is inexplicable.  The hotel is profitable and has
substantial equity, so there is no need for an urgent sale.  The
Debtor must be required to retain a broker and to expose the hotel
to the market before it asks the Court to approve a quick sale.

Counsel for the Ogilvies is:

     Michael St. James, Esq.
     ST. JAMES LAW, P.C.
     155 Montgomery Street, Suite 1004
     San Francisco, CA 94104
     Tel: (415) 391-7566
     Fax: (415) 391-7568
     E-mail: michael@stjames-law.com

Greystone Hotels appeared at this week's hearing through:

     Eric D. Horodas, President
     51 Federal Street, Suite 203
     San Francisco, CA 94107

                       About Los Gatos Hotel

San Jose, California-based Los Gatos Hotel Corporation, dba Hotel
Los Gatos, was formed in 2000 to build and operate Hotel Los
Gatos, a full-service boutique hotel in downtown Los Gatos,
California.

Los Gatos Hotel filed for Chapter 11 bankruptcy protection on
December 27, 2010 (Bankr. N.D. Cal. Case No. 10-63135).  The
Debtor disclosed $17,191,277 in assets and $12,896,468 in
liabilities as of the Chapter 11 filing.  Affiliate Blossom Valley
Investors, Inc., filed a separate Chapter 11 petition on September
10, 2009 (Bankr. N.D. Cal. Case No. 09-57669).

Jeffry A. Davis, Esq., at Mintz Levin Cohn Ferris Glovsky Popeo,
serves as the Debtor's bankruptcy counsel.  The Debtor has tapped
OSAS Inc. as financial advisor and investment banker.


LUCAS ENERGY: Receives NYSE MKT Listing Noncompliance Notice
------------------------------------------------------------
Lucas Energy, Inc. on March 6 disclosed that on February 28, 2014,
Lucas was notified by the NYSE MKT that the Company is not in
compliance with one of the Exchange's continued listing standards
as set forth in Part 10 of the NYSE MKT Company Guide.

Specifically, Lucas is not in compliance with Section 1003(a)(iv)
of the Company Guide in that it has sustained losses which are so
substantial in relation to its overall operations or existing
financial resources, or its financial condition has become so
impaired that it appears questionable, in the opinion of the
Exchange, as to whether the Company will be able to continue
operations and/or meet its obligations as they mature.

The notice is based on a review by the Exchange of information
that the Company has publicly disclosed, including information
contained in the Company's Quarterly Report on Form 10-Q, filed
with the Securities and Exchange Commission on February 13, 2014,
which included the interim consolidated financial statements for
the three and nine month periods ended December 31, 2013.

In order to maintain its listing on the Exchange, the Exchange has
requested that the Company submit a plan of compliance by
March 14, 2014 addressing how it intends to regain compliance with
Section 1003(a)(iv) of the Company Guide by April 14, 2014.

Lucas's management previously recognized the need to engage in
financing transactions or other strategic alternatives to address
the Company's financial requirements, and the Company issued a
press release on December 13, 2013 outlining those initiatives.
The Company subsequently hired Global Hunter Securities in January
2013, and as of March 6, 2014, the Company is reviewing various
proposals relating to proposed transactions to among other things,
increase the Company's liquidity.  The Company intends to submit a
Plan in the prescribed form to the Exchange by the required due
date, specifying activities that the Company plans to complete in
the near future which may include equity financings, strategic
alliances, debt recapitalization or other arrangements to address
the concerns of the Exchange and regain compliance with the
Exchange's continued listing standards.  While the Company may not
be able to complete planned initiatives or obtain necessary
financing in sufficient amounts to meet its ongoing obligations or
on acceptable terms, the Company's management believes that
through its best efforts, the Company plans to complete one or
more transactions that will bring the Company into compliance with
NYSE MKT guidelines by April 14, 2014.

Receipt of the letter does not have any immediate effect on the
listing of the Company's shares on the Exchange, except that until
the Company regains compliance with the Exchange's listing
standards, a ".BC" indicator will be affixed to the Company's
trading symbol.  The Company's business operations, SEC reporting
requirements and debt instruments are unaffected by the
notification, provided that if the Plan is not acceptable, or the
Company does not make sufficient progress under the Plan or
reestablish compliance by April 14, 2014, then the Company will be
subject to the Exchange's delisting procedures.  The Company may
then appeal a staff determination to initiate such proceedings in
accordance with the Exchange's Company Guide.

                     About Lucas Energy, Inc.

Lucas Energy (nyse mkt:LEI) -- http://www.lucasenergy.com-- is
engaged in the acquisition and development of crude oil and
natural gas from various known productive geological formations,
including the Austin Chalk, Eagle Ford and Buda/Glen Rose.  Based
in Houston, Lucas Energy's management team is committed to
building a platform for growth and the development of its five
million barrels of proved Eagle Ford and other oil reserves while
continuing its focus on operating efficiencies and cost control.


M/I HOMES: Fitch Puts 'B+/RR3' Rating to $200MM Credit Facility
---------------------------------------------------------------
Fitch Ratings has affirmed the ratings for M/I Homes, Inc. (NYSE:
MHO), including the company's Issuer Default Rating (IDR) at 'B'.
The Rating Outlook is Stable.

Fitch has also assigned a 'B+/RR3' rating to MHO's $200 million
unsecured revolving credit facility that matures on July 18, 2016.

Key Rating Drivers

MHO's ratings and Outlook reflect the company's execution of its
business model in the current housing environment, management's
demonstrated ability to manage land and development spending,
adequate liquidity position, improving credit metrics and Fitch's
expectation of further moderate improvement in the housing market
in 2014.

Improving Credit Metrics

MHO's credit metrics have improved significantly over the past two
years as the housing market continues to recover.  Leverage as
measured by debt to EBITDA declined from 13.8x at the end of 2011
to 7.0x at year-end 2012 and 5.1x at the conclusion of 2013.
Similarly, EBITDA to interest increased from 0.7x in 2011 to 1.6x
in 2012 and 2.5x in 2013.  Fitch expects further improvement in
these credit metrics in 2014, with debt to EBITDA projected to be
below 5x and interest coverage approaching 3x.

The Industry

Housing metrics all showed improvement in 2013.  Total housing
starts increased 18.3%.  Existing home sales gained 9.2% to 5.09
million in 2013, while new home sales grew 16.6% to 428,000.
Average single-family new home prices, which dropped 1.8% in 2011,
increased 8.7% in 2012 and rose 9.8% to $320,900 in 2013.  Median
home prices expanded 2.4% in 2011 and then grew 7.9% in 2012 and
expanded 8.4% to $265,800 last year.

Housing metrics should increase in 2014 due to faster economic
growth (prompted by improved household net worth, industrial
production and consumer spending), and consequently some
acceleration in job growth (as unemployment rates decrease to 6.9%
for 2014 from an average of 7.5% in 2013), despite somewhat higher
interest rates, as well as more measured home price inflation.
Total housing starts should increase 16.5% and top 1 million.  New
home sales are forecast to advance about 20%, while existing home
volume increases 2%.

Higher Interest Rates And Housing Activity

The most recent Freddie Mac average mortgage rate was 4.37%, up 4
basis points (bps) sequentially from the previous week and about
92 bps higher than the average rate during the month of April
2013, a recent low point for mortgage rates.  While the current
rates are still well below historical averages, the sharp increase
in rates and rising home prices are moderating affordability.

There has been some short-term volatility in certain housing
metrics following the increase in interest rates (and higher home
prices) during the past eight months as well as harsh winter
weather conditions in some parts of the country during the early
part of 2014.

Existing home sales (on a seasonally adjusted basis) fell 5.1% on
a month-over-month basis in January 2014 following a 0.8%
improvement in December, a 5.8% decline in November, a 2.5%
contraction in October, and a 1.3% decrease in September.  New
home sales in January 2014 grew 9.6% following a 3.8% month-over-
month decline in December, a 1.8% decrease in November, a 12.2%
improvement in October, and a 3.9% increase in September.

For the public homebuilders in Fitch's coverage, net order gains
have substantially slowed or turned negative during the second
half of 2013 following strong gains in the first half of the year.
On average, net orders for these builders fell 1.6% during the
fourth quarter of 2013 (4Q'13) compared with a 1.5% increase
during 3Q'13, a 16.8% improvement during 2Q'13, and a 28.2% growth
during 1Q'13.  While Fitch does not expect the current higher
mortgage rates to derail the housing recovery, a continued sharp
increase in rates could further slow it down.

Adequate Liquidity Position

The company completed several capital markets transactions during
2013 that further enhanced its liquidity position.  In March 2013,
MHO issued $86.3 million of 3% convertible senior subordinated
notes due 2018 and 2.461 million common shares, for total combined
net proceeds of $137.3 million.  In July 2013, the company also
entered into a new $200 million three-year unsecured revolving
credit facility.  This credit facility replaced the company's $140
million secured revolver, which was set to mature on Dec. 31,
2014.

In April 2013, MHO redeemed 2,000 of its outstanding 9.75% series
A preferred shares for $50.4 million in cash.  In May 2013, MHO
resumed dividend payments on these preferred shares after the
company ceased dividend payments in 2008 due to restrictions under
its bond indenture.  The dividends are non-cumulative and the
company has the option to redeem the remaining preferred shares.
MHO paid $3.7 million of dividends on preferred shares during
2013.

MHO ended 2013 with $128.7 million of unrestricted homebuilding
cash and $187.6 million of borrowing availability under its $200
million revolving credit facility that matures in 2016.  The
company has no major debt maturities until 2017, when $57.5
million of convertible senior subordinated notes mature.

Land Strategy

After significantly reducing its lot inventory during the 2006 to
2009 periods, MHO began to focus on growing its business in late
2009 by investing in new communities and entering new markets.  In
2010, the company increased its total lot position by 9.2% and
expanded into the Houston, Texas market.  During 2011, the company
entered the San Antonio, Texas market and also grew its total lot
position by 1.8%.  MHO extended its geographic footprint by
expanding further into Texas, entering the Austin market in 2012
and the Dallas/Fort Worth market in 2013.  Total lots controlled
increased 37.2% in 2012 and 39.6% in 2013.

MHO maintains an approximately 5.7-year supply of total lots
controlled, based on trailing 12 months deliveries, and 2.9 years
of owned land.  Total lots controlled were 19,831 at Dec. 31,
2013. About 50.9% of the lots are owned and the balance is
controlled through options.

Historically, MHO developed about 80% of its communities from
which it sells product, resulting in inventory turns that were
moderately below average as compared to its public peers.  During
the recent downturn, MHO had been less focused on land development
as most land purchases were developed lots.  In 2011, only 5% of
land purchases were raw lots.  During the past two years, MHO has
been purchasing more raw land due to the decline in the
availability of developed lots.  Management estimates that raw
land purchases accounted for about 60% and 50% of total land
purchases during 2012 and 2013, respectively.  The percentage of
lots internally developed by the company increased to 81% during
2013 from 73% during 2012 and 51% during 2011.

Land Spending and Cash Flow

MHO spent $323.6 million on land and development during 2013
($216.8 million for land and $106.8 million for development)
compared with $195.1 million expended during 2012 ($138.7 million
for land and $56.4 million for development) and $117 million in
total spending during 2011. Based on the current environment, MHO
projects $400 million to $500 million of land and development
spending for all of 2014.

During 2013, MHO reported negative cash flow from operations
(CFFO) of $74 million compared with negative $47 million during
2012 and negative $34 million during 2011.  Fitch expects MHO will
have negative CFFO of about $125 million to $175 million in 2014
as the company continues to expand its land position and increases
houses under construction.

Fitch is comfortable with this strategy given the company's
healthy liquidity position and management's demonstrated ability
to manage its spending.

Rating Sensitivities

Future ratings and Outlooks will be influenced by broad housing-
market trends as well as company specific activity, such as trends
in land and development spending, general inventory levels,
speculative inventory activity (including the impact of high
cancellation rates on such activity), gross and net new order
activity, debt levels and especially free cash flow trends and
uses, and the company's cash position.

A Positive Outlook may be considered in the next 6-12 months if
the recent volatile industry data stabilizes (as expected) and the
recovery in housing is maintained, MHO's credit metrics are
sustained or improve further (particularly debt to EBITDA below
5.5x and interest coverage exceeding 2.25x), and the company
preserves a healthy liquidity position (above $100 million) with a
combination of unrestricted cash and revolver availability.

Conversely, negative rating actions could occur if the recovery in
housing dissipates; MHO's 2014 revenues drop by the mid-teens
while the EBITDA margins decline below 5%; leverage exceeds 9x;
and MHO maintains an overly aggressive land and development
spending program that leads to consistent and significant negative
quarterly cash flow from operations and meaningfully diminished
liquidity position (perhaps below $50 million).

Fitch affirms the following ratings for MHO:

-- Long-term IDR at 'B';
-- Senior unsecured notes at 'B+/RR3';
-- Convertible senior subordinated notes at 'CCC+/RR6';
-- Series A non-cumulative perpetual preferred stock at 'CCC/RR6'.

Fitch has also assigned a 'B+/RR3' rating to the company's $200
million unsecured revolving credit facility.  The Rating Outlook
is Stable.

The Recovery Rating (RR) of 'RR3' on MHO's senior unsecured notes
indicates good recovery prospects for holders of this debt issue.
MHO's exposure to claims made pursuant to performance bonds and
the possibility that part of these contingent liabilities would
have a claim against the company's assets were considered in
determining the recovery for the unsecured debt holders.  The
'RR6' on MHO's convertible senior subordinated notes and preferred
stock indicates poor recovery prospects in a default scenario.
Fitch applied a going concern valuation analysis for these
recovery ratings.


MARTIFER SOLAR: US Trustee Forms Five-Member Creditor's Panel
-------------------------------------------------------------
Tracy Hope Davis, the U.S. Trustee for Region 17, appointed
five creditors to serve on the Official Committee of Unsecured
Creditors for the Chapter 11 bankruptcy case of Martifer Solar
USA Inc.

The members of the Committee are:

   1) Robert Babcock
      EPG Solar, LLC
      54254 Wisconsin Avenue #600
      Chevy Chase, MD 20815

   2) Charles M. Forman, Chapter 7 Trustee
      SatCon Technology Corp.
      80 Route 4 East, Suite #290
      Paramus, NJ 07652

   3) Sandra James
      Patriot Solar Group
      1007 Industrial Avenue
      Albion, MI 49224

   4) Adeh Mirzakhani
      Solar Optimum, Inc.
      501 West Glenoaks Blvd. Suite 555
      Glendale, CA 21202

   5) Timothy Lamotte
      Northern Land Clearing, Inc.
      P.O. Box 504
      1290 Park Street
      Palmer, MA 01069

                     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.  The
Debtors tapped Foley Hoag LLP as special Massachusetts litigation
counsel with respect to a pending litigation relating to EPG
Solar, LLC; and Foley & Lardner LLP as special solar counsel.

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: Moody's Assigns B1 Rating on $100MM Add-on Notes
---------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Mattamy Group
Corporation's $100 million of notes that are being tacked on to
its existing $300 million of USD senior unsecured notes due 2020,
with proceeds of these tack-on notes to be used for growth
capital. In the same rating action, Moody's affirmed the company's
Ba3 corporate family rating, Ba3-PD probability of default
ratings, and a B1 rating on the existing senior unsecured notes
due 2020. The outlook remains stable.

The following rating actions were taken:

  B1 (LGD5, 77%) rating assigned to the US$100 million (C$111
  million) of tack-on USD senior unsecured notes due November 15,
  2020

  Corporate family rating affirmed at Ba3;

  Probability of default rating affirmed at Ba3-PD;

  $300 million (C$333 million) of USD senior unsecured notes due
  November 15, 2020 affirmed at B1 (LGD5, 77%)

  C$200 million of senior unsecured notes due November 15, 2020
  affirmed at B1 (LGD5, 77%)

Stable outlook maintained.

Ratings Rationale

The Ba3 corporate family rating reflects Moody's expectation that
Mattamy's long history of strong Canadian gross margin performance
and positive net income generation will continue while the US
operations will continue to grow and gradually close the current
profitability gap with the Canadian operations. Moody's also
expect that the company will continue to limit both its
speculative construction and off-balance sheet activities to
relatively modest amounts. In addition, while the company's
extensive land holdings map to a low rating on our homebuilding
methodology grid and there appears to be a concentration of this
land in the Greater Toronto Area, Moody's employ a qualitative
override based on our judgment that the land is conservatively
valued and that the Canadian housing market, although it appears
to be slowing, enjoys certain features and support mechanisms that
are currently lacking in the US housing market.

At the same time, the ratings incorporate a stretched pro forma
adjusted debt leverage of close to 55% (as of November 30, 2013),
negative cash flow generation, the cyclicality of the homebuilding
and land development industries, a US housing market attempting to
regain momentum after a seven-month pause in its formerly rapid
growth trajectory; and a Canadian housing market also struggling
to gain traction.

The company possesses an adequate liquidity position, supported by
over C$180 million of pro forma cash and equivalents as of
November 30, 2013 and approximately C$135 million available under
its C$500 million revolving credit facility due October 28, 2015,
net of C$20 million of borrowings and about C$345 million of LC
commitments. Mattamy also has sufficient headroom under financial
covenants in the credit agreement, which include debt to tangible
net worth, interest coverage, and minimum tangible net worth.

The stable outlook reflects our expectation that Mattamy will
improve its credit metrics as North American homebuilding
recovers, gradually reduce its debt leverage, and grow its
tangible net worth. Moody's do not anticipate any upgrade or
positive outlook within the next 12 months.

The B1 rating assigned to the proposed senior unsecured tack-on
notes, which is one notch below the corporate family rating,
reflects the notes' junior capital position relative to the large
amount of senior secured debt remaining in Mattamy's capital
structure.

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

Established in 1978, headquartered in Oakville, Ontario, Canada,
and owned 100% by Peter Gilgan, Mattamy Group Corporation
constructs single-family attached and detached homes and has a
presence in two provinces in Canada and five states in the U.S. In
the last 12 months ended November 30, 2013, the company generated
approximately C$1.5 billion in revenues (roughly 2/3 in Canada)
and C$135 million of net income.


MERRILL COMMUNICATIONS: Moody's Alters Outlook to Positive
----------------------------------------------------------
Moody's Investors Service has changed the ratings outlook for
Merrill Communications LLC to positive from stable. At the same
time, Moody's has affirmed all of Merrill's ratings, including its
B3 Corporate Family Rating ("CFR"). The outlook has been raised in
recognition of the company's recent trend of modest financial
improvements as it restructures its operating model, and to
reflect our expectation that the company will achieve a material
degree of deleveraging over the next year as this trend continues.
The positive outlook also takes into account interest savings to
be realized due to the recent re-pricing of its term loan.

Affirmations:

Issuer: Merrill Communications LLC

Probability of Default Rating, Affirmed B3-PD

Corporate Family Rating, Affirmed B3

Senior Secured Term Loan, Affirmed B1 (LGD3, 30%)

Senior Secured Revolving Credit Facility, Affirmed Ba3
(LGD1, 1%)

Issuer: Merrill Communications LLC

Outlook, Changed To Positive From Stable

Ratings Rationale

The change in ratings outlook reflects Moody's expectations that
Merrill will experience steady revenue growth through FY 2015
(ending January 31, 2015), which along with margin improvement,
will result in positive free cash flow over this period. Moody's
believe this will allow the company to de-lever through both debt
reduction and earnings improvement. Total Debt to EBITDA
(including Moody's standard adjustments) is estimated at
approximately 5.1 times as of FYE January 31, 2014, demonstrating
a deleveraging trend since the company restructured its debt in
February 2013. Supported by evidence of improving operating
margins, Moody's expect that a continued slow improvement in
earnings over the near term will result in leverage approaching
4.5 times by the end of FY 2015, which is solid for B2 rated
companies in this sector. Other credit metrics should also improve
to levels more supportive of a higher rating over this period:
EBITA to Interest in excess of 2 times and Retained Cash Flow to
Debt of over 15%. Moody's notes that cash interest coverage is
significantly stronger, as a large portion of reported interest
expense represents PIK interest on approximately $200 million of
HoldCo notes. As importantly, the ability of the company to
achieve earnings growth that results in such deleveraging will
indicate steady progress in the execution of its operating plans,
which includes improving and expanding its key service offerings.

Nonetheless, Merrill's B3 CFR also considers a significant
concentration of the company's revenue base with financial
services sector customers. The company has a substantial amount of
exposure to volatility in capital markets activity, with over 40%
of FY 2014 revenues derived from the company's DataSite (highly
secure Virtual Data Room tool for online collaboration among
multiple parties) and Transaction and Compliance Services
(workflow management of security registration statements and other
offering materials) segments. Because demand from this sector is
largely driven by transaction volume, and is therefore
unpredictable by nature, companies such as Merrill servicing this
sector are expected to have credit metrics that are stronger than
typical for its rating category. The company has recently made
strides to improve revenue diversity, expanding offerings to other
sectors such as legal and life science industries, and success in
executing this strategy will be an important factor in the longer
term improvement in the company's risk profile.

The ratings could be upgraded if Merrill continues to demonstrate
revenue growth at steady margins, applying free cash flow towards
debt reduction, while maintaining a good liquidity profile. The
following credit metrics would support an upgrade: Debt to EBITDA
of less than 4.5 times, EBITA to interest in excess of 2 times,
and Retained Cash Flow to Debt above 15%.

The ratings could be lowered if revenue or margins unexpectedly
weaken over the near term, reversing the current de-leveraging
trends and weakening liquidity due to negative free cash flow
generation. Debt to EBITDA of above 6 times or EBITA to Interest
approaching 1 time would warrant lower rating consideration.

Merrill Communications LLC provides document and data management
services, litigation support, branded communication programs,
fulfillment, imaging, and printing services to the financial,
insurance, legal, life sciences and other market segments. The
company generated approximately $816 million of revenue for the
fiscal year ended January 31, 2014.

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


MF GLOBAL: Customers to Be Paid in Full After Corzine Loses
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Jon Corzine and other former executives of MF Global
Inc., along with auditor PricewaterhouseCoopers LLC, were dealt a
fourth defeat on Feb. 20 by U.S. District Judge Victor Marrero,
who upheld a bankruptcy court ruling allowing the defunct
commodity broker's customers to be paid in full.

According to the report, the bankruptcy judge was correct in
approving a settlement that "satisfied everyone" except the
executives and the auditors, who are being sued by the MF Global
trustee and customers.  Had Judge Marrero rejected the settlement,
it probably would have meant dismissal of the suits on a
technicality, even though Corzine and the others might otherwise
have been liable for $1.6 billion in customer funds that was
mishandled and precipitated the MF Global bankruptcy, the judge
said.

The MF Global brokerage trustee, James Giddens, put together three
settlements, including with the U.S. Commodity Futures Trading
Commission and JPMorgan Chase & Co., the report related.  The
bankruptcy court ruled that proceeds from the settlements didn't
represent customers' money that was mishandled and thus wouldn't
be applied automatically to cover the shortfall on their claims.

As required by the CFTC, the settlement upheld by Judge Marrero
nonetheless provided that MF Global's general estate would advance
the settlement funds to customers to pay their claims in full, the
report further related.  In return, customers are to allow the
trustee to continue pursuing their suits against Corzine, the
auditors and other executives.

Corzine, a former U.S. senator and once a co-chairman of Goldman
Sachs Group Inc., lost on several grounds, the report added.
Judge Marrero said neither Corzine nor the others had the right to
appeal because they weren't creditors. The judge also said he was
"at a loss to understand why they believe that the bankruptcy
court's order has any effect on their defenses" in the lawsuits.

Judge Marrero's decision was made in PricewaterhouseCoopers LLP v.
Giddens (In re MF Global Inc.), 13-cv-8893, U.S. District Court,
Southern District of New York.

                        About MF Global

New York-based MF Global -- http://www.mfglobal.com/-- was one of
the world's leading brokers of commodities and listed derivatives.
MF Global provides access to more than 70 exchanges around the
world.  The firm also was one of 22 primary dealers authorized to
trade U.S. government securities with the Federal Reserve Bank of
New York.  MF Global's roots go back nearly 230 years to a sugar
brokerage on the banks of the Thames River in London.

On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance
USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y.
Case Nos. 11-15059 and 11-5058), after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.

On Nov. 7, 2011, the United States Trustee appointed the statutory
creditors' committee in the Debtors' cases.  At the behest of the
Statutory Creditor's Committee, the Court directed the U.S.
Trustee to appoint a chapter 11 trustee.  On Nov. 28, 2011, the
Bankruptcy Court entered an order approving the appointment of
Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC,
as Chapter 11 trustee.

On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services
LLC and MF Global FX Clear LLC filed voluntary Chapter 11
petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and
11-15810).  On Dec. 27, the Court entered an order installing Mr.
Freeh as Chapter 11 Trustee of the New Debtors.

On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr.
Freeh also was installed as its Chapter 11 Trustee.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.

The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan
LLP, as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.

The Official Committee of Unsecured Creditors has retained
Capstone Advisory Group LLC as financial advisor, while lawyers at
Proskauer Rose LLP serve as counsel.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

In April 2013, the Bankruptcy Court approved MF Global Holdings'
plan to liquidate its assets.  Bloomberg News reported that the
court-approved disclosure statement initially told
creditors with $1.134 billion in unsecured claims against the
parent holding company why they could expect a recovery of 13.4%
to 39.1% from the plan.  As a consequence of a settlement with
JPMorgan, supplemental materials informed unsecured creditors
their recovery was reduced to the range of 11.4% to 34.4%.  Bank
lenders will have the same recovery on their $1.174 billion claim
against the holding company.  As a consequence of the settlement,
the predicted recovery became 18% to 41.5% for holders of $1.19
billion in unsecured claims against the finance subsidiary,
one of the companies under the umbrella of the holding company
trustee.  Previously, the predicted recovery was 14.7% to 34% on
bank lenders' claims against the finance subsidiary.


MGM RESORTS: Incurs $38.3 Million Net Loss in Fourth Quarter
------------------------------------------------------------
MGM Resorts International reported a net loss attributable to the
Company of $38.33 million on $2.51 billion of revenues for the
three months ended Dec. 31, 2013, as compared with a net loss
attributable to the Company of $1.22 billion on $2.29 billion of
revenues for the same period in 2012.

For the 12 months ended Dec. 31, 2013, the Company incurred a net
loss attributable to the Company of $156.60 million on $9.80
billion of revenues as compared with a net loss attributable to
the Company of $1.76 billion on $9.16 billion of revenues for the
same period during the prior year.

The Company's balance sheet at Dec. 31, 2013, $26.11 billion in
total assets, $18.23 billion in total liabilities and $7.87
billion in total stockholders' equity.

"In 2013 we achieved our best operating performance since the
recession.  The fourth quarter finished strong, with 6% Adjusted
EBITDA growth at our wholly owned domestic resorts and record
quarters at MGM China and CityCenter," said Jim Murren, Chairman
and CEO.  "In 2014, we expect our Las Vegas properties to continue
to improve, driven by a strong convention calendar and the
completion of several capital initiatives on the Las Vegas Strip.
In Macau, we continue to yield our existing resort and are well
underway in more than doubling our footprint in the world's
largest gaming market with MGM Cotai set to open early 2016."

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

                          http://is.gd/Gv6IdY

                           About MGM Resorts

MGM Resorts International (NYSE: MGM) --
http://www.mgmresorts.com/-- has significant holdings in gaming,
hospitality and entertainment, owns and operates 15 properties
located in Nevada, Mississippi and Michigan, and has 50 percent
investments in four other properties in Nevada, Illinois and
Macau.

MGM Resorts reported a net loss attributable to the Company of
$1.76 billion in 2012 as compared with net income attributable to
the Company of $3.11 billion in 2011.

                        Bankruptcy Warning

"We have a significant amount of indebtedness maturing in 2015 and
thereafter.  Our ability to timely refinance and replace such
indebtedness will depend upon the foregoing as well as on
continued and sustained improvements in financial markets.  If we
are unable to refinance our indebtedness on a timely basis, we
might be forced to seek alternate forms of financing, dispose of
certain assets or minimize capital expenditures and other
investments.  There is no assurance that any of these alternatives
would be available to us, if at all, on satisfactory terms, on
terms that would not be disadvantageous to us, or on terms that
would not require us to breach the terms and conditions of our
existing or future debt agreements."

"Our ability to comply with these provisions may be affected by
events beyond our control.  The breach of any such covenants or
obligations not otherwise waived or cured could result in a
default under the applicable debt obligations and could trigger
acceleration of those obligations, which in turn could trigger
cross defaults under other agreements governing our long-term
indebtedness.  Any default under our senior credit facility or the
indentures governing our other debt could adversely affect our
growth, our financial condition, our results of operations and our
ability to make payments on our debt, and could force us to seek
protection under the bankruptcy laws," the Company said in its
annual report for the year ended Dec. 31, 2012.

                           *     *     *

As reported by the TCR on Nov. 14, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on MGM Resorts
International to 'B-' from 'CCC+'.   In March 2012, S&P revised
the outlook to positive from stable.

"The revision of our rating outlook to positive reflects strong
performance in 2011 and our expectation that MGM will continue to
benefit from the improving performance trends on the Las Vegas
Strip," S&P said.

In March 2012, Moody's Investors Service affirmed its B2 corporate
family rating and probability of default rating.  The affirmation
of MGM's B2 Corporate Family Rating reflects Moody's view that
positive lodging trends in Las Vegas will continue through 2012
which will help improve MGM's leverage and coverage metrics,
albeit modestly. Additionally, the company's declaration of a $400
million dividend ($204 million to MGM) from its 51% owned Macau
joint venture due to be paid shortly will also improve the
company's liquidity profile. The ratings also consider MGM's
recent bank amendment that resulted in about 50% of its
$3.5 billion senior credit facility being extended one year from
2014 to 2015.

As reported by the TCR on Oct. 15, 2012, Fitch Ratings has
affirmed MGM Resorts International's (MGM) Issuer Default Rating
(IDR) at 'B-' and MGM Grand Paradise, S.A.'s (MGM Grand Paradise)
IDR at 'B+'.


MILAGRO OIL: S&P Withdraws 'D' Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its ratings,
including its 'D' corporate credit and debt ratings, on Houston-
based Milagro Oil & Gas Inc. at the company's request.


MINI MASTER: Hires Pietrantoni Mendez as Special Counsel
--------------------------------------------------------
Mini Master Concrete Services, Inc. seeks authorization from the
U.S. Bankruptcy Court for the District of Puerto Rico to employ
Pietrantoni, Mendez & Alvarez, LLC ("PMA") as special counsel.

The Debtor wants to employ the services of PMA to proceed with
the appeal process as its special counsel under 11 U.S.C. Section
327(e).

Prior to the filing of its Chapter 11 petition, the Debtor has a
pending litigation case before the Court of First Instance of
Puerto Rico, San Juan Section -- Master Concrete Corporation v.
Juan Carlos M'ndez, Secretario de Hacienda, Civil Number K CO2006-
0018 (507) re: Challenge of Deficiencies for Excise Taxes.

On Jan. 16, 2014, the Court of First Instance issued judgment
in the case against Master Concrete, entered on the record on
Jan. 22, 2014, dismissing the complaint challenging the Department
of the Treasury of Puerto Rico's final determination of excise tax
deficiencies for the tax periods of February to March 2000; April
2000 to March 2001; and April 2001 to March 2002, respectively,
for $98,630.92, $547,542.70, and $465,988.71.

The appeal of the judgment was due Feb. 21, 2014, and the Debtor
has been advised by PMA that it should be undertaken, which PMA
has agreed to handle on its behalf.

PMA will be paid at these hourly rates:

       Jorge Perez Diaz           $290
       Maria D. Trelles           $210
       Liz A. Cruz                $165
       Jason Aguilo               $160

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

Jorge Perez Diaz, counselor-at-law of PMA, 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.

PMA can be reached at:

       Jorge Perez Diaz, Esq.
       PIETRANTONI, MENDEZ & ALVAREZ, LLC
       Popular Center, 19th Floor
       208 Ponce de Leon Ave.
       San Juan, PR 00918
       Tel: (787) 274-1212
       Fax: (787) 274-1470
       E-Mail: jperez@pmalaw.com

Mini Master Concrete aka Mini Master aka Empresas Master filed a
Chapter 11 petition (Bankr. D. P.R. Case No. 13-10302) on Dec. 11,
2013, in Old San Juan, District of Puerto Rico.  Charles Alfred
Cuprill, Esq., at Charles A Cuprill, PSC Law Office, in San Juan,
in Puerto Rico, serves as counsel to the Debtor.  The petition was
signed by Carmen Betancourt, president.


MINI MASTER: Seeks Court Approval to Hire Jesus Nieves as Auditor
-----------------------------------------------------------------
Mini Master Concrete Services, Inc. asks for permission from the
U.S. Bankruptcy Court for the District of Puerto Rico to employ
Jesus Mora Nieves, CPA as its auditor, to audit the Debtor's
balance sheet as of Mar. 31, 2014, and the related statements of
income, retained earnings, and cash flows for the year then ended.

Mr. Nieves' compensation consists of a fee ranging from $9,000 to
$10,000 for the monitoring and audit of the year ending Mar. 31,
2014, to be payable upon presentation.

Mr. Nieves 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.

Mr. Nieves can be reached at:

       Mr. Jesus M. Mora Nieves, CPA
       Urb. Jardines de Caparra,
       Calle 26, LL1
       Bayamon, PR 00959
       Tel: (787) 612-5104
       Fax: (787) 775-1294
       E-mail: jmmn23@gmail.com

Mini Master Concrete aka Mini Master aka Empresas Master filed a
Chapter 11 petition (Bankr. D. P.R. Case No. 13-10302) on Dec. 11,
2013, in Old San Juan, District of Puerto Rico.  Charles Alfred
Cuprill, Esq., at Charles A Cuprill, PSC Law Office, in San Juan,
in Puerto Rico, serves as counsel to the Debtor.  The petition was
signed by Carmen Betancourt, president.


MINI MASTER: Hires Jose Andino as Debt Collection Counsel
---------------------------------------------------------
Mini Master Concrete Services, Inc. asks for permission from the
U.S. Bankruptcy Court for the District of Puerto Rico to employ
Jose E. Andino Delgado, Esq. ("Mr. Andino") as counsel for debt
collection services.

The Debtor seeks to employ the services of Mr. Andino to continue
providing the services as its special counsel under 11 U.S.C.
Section 327 (e).

The Debtor wishes to retain Mr. Andino in these proceedings
subject to Court approval in accordance to Rule 2014 of the
Federal Rules of Bankruptcy Procedure, on the basis of a 15%
contingency fee for extrajudicial debt collections, 20%
contingency fee for cases that require the filing of a collection
claim, 20% contingency fee for collections relative to closed
accounts and returned checks for insufficient funds, plus
expenses.

The compensation to Mr. Andino shall be from funds as may be
available to the Debtor and to which the Debtor may be legally
entitled.

Mr. Andino 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.

Mr. Andino can be reached at:

       Jose E. Andino Delgado, Esq.
       Urb. Los Ingenieros
       #500 Fernando Caler Street
       San Juan, PR 00918-2753
       Tel: (787) 767-3687
       Fax: (787) 767-3687
       E-mail: lcdoandino@onelinkpr.net

Mini Master Concrete aka Mini Master aka Empresas Master filed a
Chapter 11 petition (Bankr. D. P.R. Case No. 13-10302) on Dec. 11,
2013, in Old San Juan, District of Puerto Rico.  Charles Alfred
Cuprill, Esq., at Charles A Cuprill, PSC Law Office, in San Juan,
in Puerto Rico, serves as counsel to the Debtor.  The petition was
signed by Carmen Betancourt, president.


MONARCH COMMUNITY: Banc Fund Stake at 9.8% as of Dec. 31
--------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Banc Fund VIII L.P. and its affiliates disclosed that
as of Dec. 31, 2013, they beneficially owned 850,000 shares of
common stock of Monarch Community Bancorp, Inc., representing 9.8
percent of the shares outstanding.  A copy of the regulatory
filing is available for free at http://is.gd/4hcpr6

                        About Monarch Community

Coldwater, Michigan-based Monarch Community Bancorp, Inc., was
incorporated in March 2002 under Maryland law to hold all of the
common stock of Monarch Community Bank, formerly known as Branch
County Federal Savings and Loan Association.  The Bank converted
to a stock savings institution effective Aug. 29, 2002.  In
connection with the conversion, the Company sold 2,314,375 shares
of its common stock in a subscription offering.

In their audit report on the consolidated financial statements for
the year ended Dec. 31, 2012, Plante & Moran, PLLC, in Grand
Rapids, Michigan, expressed substantial doubt about Monarch
Community's ability to continue as a going concern, noting that
the Corporation has suffered recurring losses from operations and
as of Dec. 31, 2012, did not meet the minimum capital requirements
as established by its regulators.

The Corporation reported a net loss of $353,000 on $6.8 million of
net interest income (before provision for loan losses) in 2011,
compared with a net loss of $10.9 million on $7.5 million of net
interest income (before provision for loan losses) in 2010.  Total
non-interest income was $4.0 million for 2011, compared with
$3.7 million for 2010.

The Company's balance sheet at Dec. 31, 2013, showed
$171.05 million in total assets, $151.33 million in total
liabilities, and $19.72 million in stockholders' equity.


MOSS FAMILY: Wants to Hire Beachwalk Realty as Broker
-----------------------------------------------------
Moss Family Limited Partnership and Beachwalk, L.P. seek
authorization from the U.S. Bankruptcy Court for the Northern
District of Indiana to employ Beachwalk Realty, LLC as broker, to
sell certain property of the Debtors.

The Debtors requires Beachwalk Realty to sell the property
situated in Michigan City, LaPorte County, Indiana, commonly known
as 109 Mary Street, 201 Joe Lane, 103 Mary Street and 103 Joe
Lane, which are legally described as "Lots 132B, 135B, 128B and
168B in Beachwalk Phase 3B, Michigan Twp., Laporte County,
Michigan City, IN 46360".

Thomas J. Moss, broker of Beachwalk Realty, 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.

Beachwalk Realty can be reached at:

       Thomas J. Moss
       BEACHWALK REALTY, LLC
       212 Beachwalk Ln
       La Porte, IN 46360-1782
       Tel: (219) 873-1855
       Fax: (219) 873-1859
       E-mail: tmoss43@comcast.net

                       About Moss Family

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


MT. GOX: Mizuho Pushed to End Dealings with Bitcoin Exchange
------------------------------------------------------------
Takashi Mochizuki and Atsuko Fukase in Tokyo and Kathy Chu in Hong
Kong, writing for The Wall Street Journal, reported that in the
months before Mt. Gox's collapse, the bitcoin exchange was coming
under increasing pressure from one of its banks, which complained
about an unmanageable volume of money transfers and repeatedly
asked the exchange to close its account with the bank, people
familiar with the situation say.

According to the report, Mizuho Bank, which handled international
wire transfers and other Mt. Gox business at a branch in Tokyo's
Shibuya district, had become worried about Mt. Gox as early as
mid-2013, following reports that the U.S. Department of Homeland
Security had seized money from a Mt. Gox account at a U.S. bank,
these people say.

Mizuho started having concerns about Mt. Gox's large volumes of
money transfers at a time when U.S. authorities were investigating
whether business dealings involving bitcoin could be linked to
money laundering, the Journal said, citing one person close to the
situation.

That person also confirmed the authenticity of a recording,
circulating widely on the Internet through social media, of a
conversation in Japanese between an official from Mizuho Bank and
Mt. Gox's head, Mark Karpeles, in late January, the report added.
The tape indicated that Mizuho was stepping up a push to
disassociate itself from Mt. Gox.

In the conversation, the bank official repeated a request that Mt.
Gox close its account with Mizuho and warned that it might take
steps to close it if Mt. Gox refused, the report related.  Mr.
Karpeles said on the tape he wanted to keep the account.


MT. GOX: Plaintiffs in Class Suit Seek to Freeze U.S. Assets
------------------------------------------------------------
Rachel Abrams, writing for The New York Times' DealBook, reported
that customers of Mt. Gox are trying to freeze assets in the
United States of the bankrupt Bitcoin exchange and its chief
executive, Mark Karpeles.

According to the report, plaintiffs in a class-action lawsuit
filed a motion seeking a temporary injunction to keep Mr. Karpeles
or his company from moving any money outside of the United States.
They also want a full accounting of any assets Mt. Gox has left.

Mr. Gox, a Japan-based virtual currency marketplace, filed for
bankruptcy on Feb. 28, and Mr. Karpeles said it had lost all
750,000 customer Bitcoins, as well as 100,000 of its own -- or
more than $450 million worth, the report said.  Although the
company has a subsidiary incorporated in Delaware, it's unclear
what accounts, if any, the company held in the United States.

"There were weaknesses in the system,' the report cited Mr.
Karpeles as saying during a news conference in Tokyo to discuss
the bankruptcy.  "I'm truly sorry to have caused inconvenience.'

Gregory Greene, an Illinois man who claims to have eventually
acquired more than $25,000 worth of Bitcoins on Mt. Gox, filed his
class-action lawsuit, three days after the company's website went
offline, charging "systematic misuse and misappropriation of its
users' property,' the report related.


MT. LAUREL LODGING: Wins Court OK to Hire Pinnacle as Appraiser
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana
authorized Mt. Laurel Lodging Associates LLP to employ Pinnacle
Advisory Group as appraiser and expert witness, nunc pro tunc to
the Nov. 4, 2013 petition date.

As reported in the Troubled Company Reporter on Feb. 14, 2014,
prior to the petition date, the Debtor retained Pinnacle to
prepare an appraisal of the Debtor's Hotel pursuant to the terms
and conditions of the engagement letter.  Also prior to the
petition date, the Debtor paid Pinnacle a flat fee in the amount
of $15,000 for the preparation of such appraisal, which did not
include the Debtor's agreement to reimburse Pinnacle for its
reasonable costs, including travel time.  For all additional work
relating to the appraisal, including testimony at depositions and
trial, the Debtor agreed to pay Pinnacle on an hourly basis.
Pinnacle's hourly rates range from $300-$400 per hour.

Pursuant to an additional engagement letter dated Dec. 2, 2013,
the Debtor and its affiliates collectively retained Pinnacle to
provide further advisory services relating to, among other things,
the value of the fixtures and personal property located within
Debtor's and its affiliate's hotels.  The Debtor requested that
Pamela McKinney from Pinnacle prepare an expert report and provide
expert testimony at a cash collateral hearing that was scheduled
for Dec. 20, 2013.  The Debtor and its affiliates collectively
agreed to pay Pinnacle $7,500, plus reimbursement of reasonable
costs, for these additional services.  In connection with these
services, Sun paid Pinnacle $3,500, thereby leaving a balance of
$4,000 plus reasonable costs.

Pursuant to an additional engagement letter dated Jan. 8, 2014,
the Debtor and its affiliates retained Pinnacle so that Pamela
McKinney could testify at the Cash Collateral Hearing.  The Debtor
and its affiliates agreed to pay Pinnacle an additional $5,000
fee, plus travel related expenses, for these additional services.

Rachel Roginsky, owner of Pinnacle, 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.

Pinnacle can be reached at:

       Rachel Roginsky
       PINNACLE ADVISORY GROUP
       164 Canal Street
       Boston, MA 02114
       Tel: (617) 722-9916
       Fax: (617) 722-9917
       E-mail: rroginsky@pinnacle-advisory.com

                    About Mt. Laurel Lodging

Mt. Laurel Lodging Associates, LLP, and its six affiliates sought
protection under Chapter 11 of the Bankruptcy Code on Nov. 4, 2013
(Case No. 13-bk-11697, Bankr. S.D. Ind.).  The case is assigned to
Judge Robyn L. Moberly.  The petition lists the assets and debt as
both exceeding $10 million on the Mount Laurel property.

The Debtors are represented by Brian A Audette, Esq., and David M
Neff, Esq., at Perkins Coie LLP, in Chicago, Illinois; and Andrew
T. Kight, Esq., and Michael P. O'Neil, Esq., at Taft Stettinius &
Hollister LLP, in Indianapolis, Indiana.

The National Republic Bank of Chicago, a secured creditor, is
represented by James E. Carlberg, Esq., and James P. Moloy, Esq.,
at Bose McKinney & Evans LLP, in Indianapolis, Indiana; and
Timothy P. Duggan, Esq., at Stark & Stark, P.C., in Lawrenceville,
New Jersey.


NAVISTAR INTERNATIONAL: Reports $248MM First Quarter Loss
---------------------------------------------------------
Lou Whiteman, writing for The Deal, reported that troubled
truckmaker Navistar International Corp. reported a fiscal first
quarter loss of $248 million on weaker demand for military
products and continued issues with its shift to a more
environmentally friendly commercial vehicle.

According to the report, Lisle, Ill.-based Navistar said that
sales for the quarter were $2.2 billion, a drop of more than 15%
from the same three months a year prior. The company in addition
to sales weakness was hit by a $21 million unfavorable impact from
foreign exchange rates and an $18 million asset impairment charge.

Navistar has been floundering in recent years due to problems
stemming from its 2001 decision to invest more than $700 million
in an ambitious, but so far not viable, technology designed to
meet higher emission standards, the report related.  Navistar has
had a string of quarterly losses due to tepid sales and high
warranty expenses relating to its troubled engine design, but the
company insists the worst is behind it.

"We signaled that this would be a tough quarter due to our mid-
range product transition, the ongoing reduced sales in our
military business, and because the first quarter, historically,
represents the weakest operational period of the year for us," CEO
Troy A. Clarke said in a statement, the report cited. "Clearly, we
have more hard work to do to rebuild our market share and further
reduce our costs, but we continue to make progress on our Drive to
Deliver, and we feel we're off to a solid start in 2014."

Gimme Credit LLC senior high yield analyst Vicki Bryan in a note
said one persistent reason for concern at Navistar is that
customers seem to favor engines made by rival Cummins Inc. over
Navistar's in-house alternative, the report further related.
Navistar began offering trucks with Cummins engines to buy it time
while it reworked its own design, but that option is a drain on
resources.

                    About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The Company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

Navistar International reported a net loss attributable to the
Company of $898 million for the year ended Oct. 31, 2013, a net
loss attributable to the Company of $3.01 billion for the year
ended Oct. 31, 2012.

The Company's balance sheet at Oct. 31, 2013, showed $8.31 billion
in total assets, $11.91 billion in total liabilities and a $3.60
billion total stockholders' deficit.

                          *     *     *

In the Oct. 9, 2013, edition of the TCR, Moody's Investors Service
affirmed the ratings of Navistar International Corporation,
including the B3 Corporate Family Rating (CFR).  The ratings
reflect Moody's expectation that Navistar's successful
incorporation of Cummins engines throughout its product line up
will enable the company to regain lost market share, and that
progress in addressing component failures in 2010 vintage-engines
will significantly reduce warranty expenses.

As reported by the TCR on Oct. 9, 2013, Standard & Poor's Ratings
Services lowered its long-term corporate credit rating on
Illinois-based truckmaker Navistar International Corp. (NAV) to
'CCC+' from 'B-'.  "The rating downgrades reflect our increased
skepticism regarding NAV's prospects for achieving the market
shares it needs for a successful business turnaround," said credit
analyst Sol Samson.

As reported by the TCR on Jan. 24, 2013, Fitch Ratings has
affirmed the Issuer Default Ratings (IDR) for Navistar
International Corporation and Navistar Financial Corporation at
'CCC' and removed the Negative Outlook on the ratings.  The
removal reflects Fitch's view that immediate concerns about
liquidity have lessened, although liquidity remains an important
rating consideration as NAV implements its selective catalytic
reduction (SCR) engine strategy. Other rating concerns are already
incorporated in the 'CCC' rating.


NEW CENTURY TRS: Cromwell's $2 Million Claim Untimely
-----------------------------------------------------
Bankruptcy Judge Kevin J. Carey denied the request of Kimberly S.
Cromwell, pro se, to consider her proof of claim timely filed.
The New Century Liquidating Trust, by and through Alan M. Jacobs,
the Liquidating Trustee, filed an objection to the Motion.  After
discovery and an unsuccessful mediation, an evidentiary hearing
was held on the Motion and, thereafter, the parties filed post-
hearing submissions.

Ms. Cromwell filed her request on May 26, 2010, along with a proof
of claim, asserting a claim in the amount of $2 million based on
violations of the Truth-in-Lending Act and the Real Estate
Settlement Procedures Act, fraud, fraudulent conveyance, and
violations of business and professional codes.  The proof of claim
also refers to litigation pending in Contra Costa County Superior
Court in California.  The proof of claim was not received by the
Debtors' Claims Agent until June 10, 2010.

Ms. Cromwell argues that her proof of claim should not be
considered untimely because the Debtors did not provide her with
actual notice of the Bar Date.  The Trustee argues that Ms.
Cromwell was an unknown creditor at the time the Bar Date Notice
was served and, therefore, was not entitled to actual notice of
the Bar Date.

A copy of the Court's March 4, 2014 Memorandum is available at
http://is.gd/51emsvfrom Leagle.com.

                       About New Century

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation (NYSE: NEW) -- http://www.ncen.com/-- was a real
estate investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.   The Company was
among firms hit by the collapse of the subprime mortgage business
industry in 2006.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.

When the Debtors filed for bankruptcy, they disclosed total assets
of $36,276,815 and total debts of $102,503,950.

The Company sold its assets in transactions approved by the
Bankruptcy Court.

The Bankruptcy Court confirmed the Second Amended Joint Chapter 11
Plan of Liquidation of the Debtors and the Official Committee of
Unsecured Creditors on July 15, 2008, which became effective on
Aug. 1, 2008.  An appeal was taken and, on July 16, 2009, District
Judge Sue Robinson issued a Memorandum Opinion reversing the
Confirmation Order.  On July 27, 2009, the Bankruptcy Court
entered an Order Granting Motion of the Trustee for an Order
Preserving the Status Quo Including Maintenance of Alan M. Jacobs
as Liquidating Trustee, Plan Administrator and Sole Officer and
Director of the Debtors, Pending Entry of a Final Order Consistent
with the District Court's Memorandum Opinion.

On Nov. 20, 2009, the Court entered an Order confirming the
Modified Second Amended Joint Chapter 11 Plan of Liquidation.  The
Modified Plan adopted, ratified and confirmed the New Century
Liquidating Trust Agreement, dated as of Aug. 1, 2008, which
created the New Century Liquidating Trust and appointed Alan M.
Jacobs as Liquidating Trustee of New Century Liquidating Trust and
Plan Administrator of New Century Warehouse Corporation.


NEW PLAN LEARNING: Fitch Affirms 'BB-' Rating on $33MM Rev. Bonds
-----------------------------------------------------------------
Fitch Ratings has affirmed its 'BB-' rating on the following
educational facility revenue bonds for the Industrial Development
Authority of the County of Pima.  The bonds are issued on behalf
of the New Plan Learning Inc. (NPL) Project:

-- $32.57 million tax-exempt series 2011A;
-- $545,000 taxable series 2011B

The Rating Outlook is Stable.

Security

The bonds are secured by the gross revenues of NPL and are
primarily comprised of lease payments from four participant
schools (the participants) located in Illinois and Ohio.
Participant lease payments are sized to exceed their allocated
portion of debt service and meet 120% of maximum annual debt
service (MADS) coverage requirement.  A mortgage is provided on
each participant's school facility.

Key Rating Drivers

Weak Participant Finances: The 'BB-' rating for NPL's series 2011
bonds reflects the speculative grade credit profiles of the
participants and the exclusion of contributions of any
participating charters operating less than five years when
calculating debt service coverage (DSC) in pooled transactions.

Structure Provides Coverage Cushion: The transaction's required
reserves and participant annual lease payments, which are
allocated in excess of debt service, provide incremental credit
strength to augment what Fitch considers the weakest credit
profile within a pool of four participants.  Each charter school's
standalone credit metrics reflect varying but generally
speculative grade characteristics.

Enrollment Growth Sustained: Student demand at the OH schools is
stable.  Current student counts exceed management projections and
if sustained and leveraged appropriately, should improve school
performance.

Management Organization Standards High: Concept Schools (Concept),
the charter school management firm, requires high academic
standards and overall compliance with each participant school's
authorized charters.

Rating Sensitivities
Enrollment Growth And Coverage: The four schools' ability to
transform enrollment growth into operating sustainability is
imperative for ratings improvement. The inability to effect
positive traction year over year would indicate a perennially weak
pool of participants and will negatively pressure the rating.

Standard Sector Concerns: A limited financial cushion; substantial
reliance on enrollment-driven, per pupil funding; and charter
renewal risk are credit concerns common among all charter school
transactions that, if pressured, could negatively impact the
rating over time.

Credit Profile

The pool participants include Chicago Math and Science Academy
(CMSA), located in Chicago, IL; Horizon Science Academy (HSAD),
located in Dayton, OH; and Horizon Science Academy Springfield
(HSAS) and Horizon Science Academy Toledo (HSAT), both located in
Toledo, OH.  NPL leases charter school facilities to the
participants for which it receives (from each school on a several
basis) lease rental payments that are structured so that the
combined lease payments cover debt service 1.2x per the bond
documents.  Fitch inquired about each school's charter status with
its respective authorizer and gained comfort that each of the
participants generally comply with their current charter terms.

Limited Operating History Constrains Coverage

The financial performance of the individual participants is a key
consideration in ascertaining the credit strength of the pool to
meet its lease payments, and therefore debt service obligations.
Fitch acknowledges that DSC was achieved for fiscal 2013 and no
notice of violation is currently posted for the current fiscal
year.  However, Fitch's approach to pool transactions excludes
charters with less than five years of operating history or at
least one renewal.  HSAD, authorized in 2009, will complete five
years of operations in the next year.  Therefore HSAD payments
toward DSC are excluded until that time; the school contributes
approximately 22% of the annual debt service requirement.  Lease
payments from the three other participants who have more than five
years of operating history, cumulatively yield less than 1x DSC, a
feature consistent with a speculative grade credit rating.

Demand Measures Stabilizing

Fitch views the enrollment growth at each of the Ohio schools for
2012-2013 school year positively and notes the persistence of
enrollment for the 2013-2014 school year.  HSAT, HSAS and HSAD
each enrolled 506, 430, and 348 students, respectively, for fiscal
2013; preliminary counts for fiscal 2014 indicate 540, 427, and
349 students at the respective schools.  Fitch expects that
stability in these counts and some growth expected at the HSAD
campus will improve the consolidated financial performance of the
pool.  CMSA, the sole non-Ohio school, is at full capacity with
605 students for the current school year.

Financial And Debt Profiles Remain Speculative Grade
Fiscal 2013 operating performance generally improved for most
schools as measured by margin performance.  HSAD did not post an
audit for fiscal 2013 and management reports that this is due to
delays at the state level.  This lack of an audited financial
statement is viewed as a weakness.  Fitch assessed the ability of
each school to meet its annual lease payment, the relevant burden
it places on operations, and the extent of liquidity available to
each school to offset weak operations.

Each participant's credit characteristics marginally improved year
over year, reflecting margins for fiscal 2013 ranging from 1.5% to
negative 6.5%, MADS burdens that accounted for up to 21% of
operating revenue, and net income available for debt service.
Balance sheet resources at the individual participant level remain
virtually non-existent.  Fitch expects balance sheet resources to
improve as enrollment drives improved financial viability in each
of the OH schools.

Bond Provisions Not Met

Bond provisions for NPL are strong with multiple reserves
providing an excess cushion and a required DSC ratio of 1.2x.
Additionally, each participant is required to maintain cash on
hand equal to 12% of annual operating expenses.  This measure is
not currently met by any of the four participants.  While the
required covenant violation is expected to be remedied by either a
waiver or retaining a consultant, Fitch acknowledges that meeting
this particular liquidity requirement is challenging during the
ramp-up period.

Bondholders have a security interest in NPL's gross revenue fund
in which the indenture requires NPL maintain no less than 12% of
aggregate corporate revenues (the definition for which includes
rents from non-financed schools).  Other reserves held at the
trustee and available to cover debt service shortfalls include the
bond revenue fund ($500,000) and a cash funded debt service
reserve funded at MADS.  The capital and maintenance operating
fund is currently being funded after depletion for an expansion of
the original HSAT project.  NPL is replenishing the fund over 36
months to its original size of $1 million.  Fitch views the fund
as a credit neutral factor.

All of the reserve balances are tested quarterly.  Diminishment of
balances at the bond revenue fund, coupled with insufficient
balances at the NPL gross revenue fund could likely result in a
rating action.  Replenishment of the various reserves is subject
to excess funds received from participant lease payments and would
only occur after satisfying debt service.

Concept continues to be integral to the success of the four
schools.  Concept's management practices have historically driven
strong academic outcomes and fiscal oversight at its other schools
and Fitch believes this experience should bode well for long-term
operations and financial performance of the four participant
schools.  NPL was formed in 2005 by the founders of Concept to
provide a facilities solution for charter schools that were
administered and managed by Concept.


NPS PHARMACEUTICALS: Incurs $13.5 Million Net Loss In 2013
----------------------------------------------------------
NPS Pharmaceuticals, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $13.50 million on $155.59 million of total revenues
for the year ended Dec. 31, 2013, as compared with a net loss of
$18.73 million on $130.64 million of total revenues during the
prior year.  In 2011, the Company incurred a net loss of $36.26
million.

For the three months ended Dec. 31, 2013, the Company posted net
income of $7.76 million on $54.45 million of total revenues as
compared with a net loss of $12.20 million on $27.18 million of
total revenues for the same period in 2012.

As of Dec. 31, 2013, the Company had $292.22 million in total
assets, $187.33 million in total liabilities and $104.89 million
in total stockholders' equity.

"2013 was a transformative year in which we successfully
established NPS as a global commercial rare disease company with
the US launch of Gattex and the regaining of the ex-US rights to
our two products, said Francois Nader, MD, president and chief
executive officer of NPS Pharmaceuticals.  "Looking forward to
2014, we will continue to execute our growth strategy to build a
premier global orphan drug business.  Our key initiatives are
growing Gattex sales in the US, launching Revestive in certain ex-
US markets, securing US approval of Natpara for
hypoparathyroidism, and building a global pipeline of innovative,
'first-in' or 'best-in' rare disease therapeutics. "

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

                       http://is.gd/ezdYjp

                    About NPS Pharmaceuticals

Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq:
NPSP) -- http://www.npsp.com/-- is developing new treatment
options for patients with rare gastrointestinal and endocrine
disorders.


ORCKIT COMMUNICATIONS: Holders Seek Stay of Proceedings
-------------------------------------------------------
The trustees of the Orckit Communication's Series A and Series B
note holders filed a petition with the District Court of Tel Aviv
for a stay of proceedings and the appointment of Mr. Yoav Kfir as
a trustee over the Company. The Court ordered that the Company
file its response by the end of business on Feb. 19, 2014, and
scheduled a hearing on Feb. 20, 2014.

The petition proposes a stay of proceedings for a period of 90
days or until the Court rules otherwise, during which:

    * No legal actions may be taken against the Company without
the approval of the Court;

    * No receiver may be appointed with respect to the assets of
the Company without the approval of the Court;

    * No creditor of the Company (including the Office of the
Chief Scientist) may seek personal relief without the approval of
the Court;

    * The Trustee would be authorized to take any action in the
name of the Company;

    * The Trustee would be authorized to utilize the assets of the
Company and to engage service providers and professionals, as
necessary, including the employment of any employees of the
Company, in order to implement his actions as trustee;

    * The Trustee would make payments from the account of the
Company solely for services and products to be provided to the
Company during the period of the stay in the context of its
ongoing activities and in order to advance the arrangement
proceedings and rehabilitation of the Company; and

    * Any action to be taken in the name of the Company would
require the signature of the Trustee or another person authorized
by the Trustee.

As reported by the TCR on June 24, 2013, Orckit filed a petition
with the District Court of Tel Aviv-Jaffa regarding a proposed
plan of arrangement with the holders of Orckit's Series A notes
and Series B notes under Section 350 of the Israeli Companies Law,
5759-1999.

                            About Orckit

Tel-Aviv, Israel-based Orckit Communications Ltd. (TASE: ORCT)
engages in the design, development, manufacture and marketing of
advanced telecom equipment to telecommunication service providers
in metropolitan areas.  The Company's products are transport
telecommunication equipment targeting high capacity packetized
metropolitan networks.

Orckit disclosed a net loss of $6.46 million on $11.19 million of
revenues for the year ended Dec. 31, 2012, as compared with a net
loss of $17.38 million on $15.58 million of revenues for the year
ended Dec. 31, 2011.  The Company's balance sheet at Sept. 30,
2013, showed $12.44 million in total assets, $24.03 million in
total liabilities and a $11.59 million total capital deficiency.
Kesselman & Kesselman, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2012.  The independent auditors noted that the Company has a
capital deficiency, recurring losses, negative cash flows from
operating activities and has significant future commitments to
repay its convertible subordinated notes.  These facts raise
substantial doubt as to the Company's ability to continue as a
going concern.


OVERSEAS SHIPHOLDING: Court Approves Deloitte FAS as Accountant
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Overseas Shipholding Group, Inc. and its debtor-affiliates to
employ Deloitte Financial Advisory Services LLP as fresh start
accounting services provider, nunc pro tunc to Dec. 10, 2013.

As reported in the Troubled Company Reporter on Jan. 24, 2014,
Deloitte FAS is anticipated to provide fresh start accounting
services, as requested by the Debtors and agreed to by Deloitte
FAS including the following services:

   (a) Planning for the Debtors' determination of and
       substantiation of the Fresh-Start Balance Sheet under ASC
       852;

       -- assist management in its development of an
          implementation approach for freshstart accounting,
          starting with any necessary training support and
          culminating in a strategy and work plan for the project;

       -- advise and provide recommendations to management in
          connection with its determination of plan of
          reorganization ("POR") adjustments necessary to
          record the impact of the POR to the books of entry of
          the appropriate legal entities;

       -- assist management in its determination of asset and
          liability adjustments.

   (b) Other Related Advice and Assistance with Accounting and
       Financial Reporting;

       -- advise management as it prepares accounting information
          and disclosures in support of public and private
          financial filings such as 10-K, 10-Q's, public
          registration statements, statutory reporting or lender
          statements;

       -- advise management as it evaluates existing internal
          controls and develops new controls for fresh start
          accounting implementation;

       -- assist management with its responses to questions or
          other requests from the Debtors' external auditors
          regarding bankruptcy accounting and reporting matters.
          and other fresh-start adjustments as necessary to comply
          with the accounting and reporting requirements of ASC
          852 and ASC 805 (Business Combinations);

       -- assist management with its identification of tangible
          and intangible assets (the "Assets"), as well as
          liabilities for fresh start accounting purposes;

       -- analyze estimates or other analyses performed by others,
          if any, including, without limitation, management, and
          assist management in identifying additional efforts
          required to address open items;

       -- assist management with its identification and estimation
          of specific assets and liabilities in accordance with
          ASC 820 for purposes of preparing accounting
          adjustments, financial statements and related
          disclosures of the restructured entities upon
          confirmation of the POR and emergence from the Cases;

       -- advise management as it assigns assets, including,
          without limitation, goodwill, and liabilities to its
          three reporting units, international crude tankers,
          international product carriers and U.S. flag vessels;

       -- coordinate information for auditor review; and

       -- advise management as it addresses company-specific
          issues surrounding allocations to specific assets, legal
          entities, cost centers, operating segments and reporting
          units.

       Included as a specific task that the Debtors may request
       Deloitte FAS to perform would be preparation of reports
       that the Debtors may provide to their auditors as audit
       evidence in support of the values established by the
       Debtors under fresh-start accounting in connection with the
       Cases.

   (c) Application Support:

       Assist management in its preparation and implementation of
       the accounting treatments and systems updates for its fresh
       start accounting implementation as of the fresh-start
       reporting date.  Application support includes the following
       items as applicable:

       -- definition of specific processing requirements;

       -- programming specifications;

       -- application configuration and set-up;

       -- interface development;

       -- data cleansing and reconciliation; and

       -- project management and administration.

Deloitte FAS will be paid at these hourly rates:

       Partner/Principal/Director      $675
       Senior Manager                  $575
       Manager                         $455
       Senior                          $390
       Consultant                      $240

Deloitte FAS will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Anthony Sasso, director of Deloitte FAS, 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.

Deloitte FAS can be reached at:

       Anthony Sasso
       DELOITTE FINANCIAL ADVISORY SERVICES LLP
       100 Kimball Drive
       Parsippany, NJ 07054-0319
       Tel: (973) 602-6000

                    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.


OXYSURE SYSTEMS: Sinacola Stake at 7.9% as of Feb. 14
-----------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Sinacola Commercial Properties, Ltd., disclosed that
as of Feb. 14, 2014, it beneficially owned 1,936,202 (includes
436,945 shares of common stock issuable upon exercise of warrants
within 60 days of Feb. 14, 2014, and 209,271 shares of restricted
common stock) of OxySure Systems, Inc., representing 7.9 percent
of the shares outstanding.  A copy of the regulatory filing is
available for free at http://is.gd/0aCl3C

                       About OxySure Systems

Frisco, Tex.-based OxySure Systems, Inc. (OTC QB: OXYS) is a
medical technology company that focuses on the design, manufacture
and distribution of specialty respiratory and emergency medical
solutions.  The company pioneered a safe and easy to use solution
to produce medically pure (USP) oxygen from inert powders.  The
Company owns nine (9) issued patents and patents pending on this
technology which makes the provision of emergency oxygen safer,
more accessible and easier to use than traditional oxygen
provision systems.

The Company's balance sheet at Sept. 30, 2013, showed $1.20
million in total assets, $1.51 million in total liabilities and a
$310,451 total stockholders' deficit.

                           Going Concern

"Our financial statements are prepared using accounting principles
generally accepted in the United States of America applicable to a
going concern, which contemplates the realization of assets and
satisfaction of liabilities in the normal course of business.
While we have turned a profit during the three months ended
September 30, 2013, historically we have been suffering from
recurring loss from operations.  We have an accumulated deficit of
$14,703,693 and $14,258,667 at September 30, 2013 and December 31,
2012, respectively, and stockholders' deficits of $310,451 and
$652,125 as of September 30, 2013 and December 31, 2012,
respectively.  We require substantial additional funds to
manufacture and commercialize our products.  Our management is
actively seeking additional sources of equity and/or debt
financing; however, there is no assurance that any additional
funding will be available," the Company said its quarterly report
for the period ended Sept. 30, 2013.

"In view of the matters described above, recoverability of a major
portion of the recorded asset amounts shown in the accompanying
September 30, 2013 balance sheet is dependent upon continued
operations of the Company, which in turn is dependent upon the
Company's ability to meet its financing requirements on a
continuing basis, to maintain present financing, and to generate
cash from future operations.  These factors, among others, raise
substantial doubt about our ability to continue as a going
concern," the Company added.


PHI INC: Moody's Rates New $500MM Senior Unsecured Notes 'B2'
-------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to PHI, Inc.'s
(PHI) proposed $500 million senior unsecured notes due 2019. PHI's
other ratings and stable outlook were unchanged.

Net proceeds from this offering will be used to redeem $300
million in outstanding 2018 notes, $98.4 million in revolving
credit facility debt, and for general corporate purposes including
the acquisition of aircraft currently leased by the company and
newly-built aircraft currently on order.

"While this transaction increases debt level slightly, pro forma
leverage will remain solidly anchored in the B1 CFR level," said
Sajjad Alam, Moody's Analyst.

Issuer: PHI, Inc.

Assignments:

$500 million senior unsecured notes, assigned B2 (LGD4-60%)

Ratings Rationale

The new 2019 senior unsecured notes are rated B2, one notch below
PHI's B1 CFR under Moody's Loss Given Default Methodology. The
lower note rating reflects the priority claim of the $150 million
secured revolving credit facility that has a first-lien claim on
PHI's accounts receivable and inventory.

PHI's B1 Corporate Family Rating (CFR) reflects its limited scale
within the broader oilfield services industry, concentration in
the Gulf of Mexico (GoM), the relatively high proportion of light
helicopters in its aircraft fleet, and its exposure to the
volatile offshore oil and gas industry. The B1 CFR also recognizes
PHI's significantly improved leverage profile, growing fleet,
long-standing customer relationships with large credit-worthy
customers, leading market share in the GoM, durable contracts and
its focus on oil and gas production operations which provide more
stable revenues than exploration and development type activities.

PHI should have good liquidity in 2014. Pro forma for the note
offering, the company will retain roughly $200 million in cash and
short-term investments and an undrawn $150 million revolving
credit facility. Cash and short-term investments should cover
capital requirements for 2014 without incremental revolver
borrowings. PHI has options to purchase six leased large
helicopters in 2014, and six additional helicopters in 2015. The
company will likely continue to use a mix of operating leases and
early lease buyout options to add heavy helicopters to its fleet.
The revolving credit facility matures in September 2015 and
Moody's expect PHI to remain in compliance with its financial
covenants through 2014. PHI has substantial back-door liquidity
given its 230 owned aircraft are unencumbered.

The stable outlook assumes continued healthy oil and gas drilling
activities in the GoM. An upgrade could be considered if EBITDA
can be sustained above $200 million with leverage remaining below
3.5x. Moody's would also look for PHI to source more revenues from
areas outside of the GoM and more clarity around strategic growth
plans. The CFR will likely be downgraded if debt/EBITDA exceeds
5x. A negative rating action could also result if liquidity
appears insufficient to meet next twelve months funding
requirements.

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.

PHI, Inc. is a Louisiana based provider of helicopter
transportation services primarily to the offshore oil and gas
industry in the Gulf of Mexico. The company also provides air
medical transportation in the US and Saudi Arabia.


PHI INC: S&P Raises Corp. Credit Rating to 'BB-'; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Lafayette, La.-based helicopter service provider
PHI Inc. to 'BB-' from 'B+'.  The outlook is stable.

S&P also assigned its 'BB-' issue-level rating (the same as the
corporate credit rating) to the company's $500 million senior
unsecured notes due 2019.  The recovery rating on this debt is
'4', which indicates S&P's expectation of average (30% to 50%)
recovery in the event of default.

The company is using the senior unsecured note proceeds to repay
its existing $300 million 8.625% senior unsecured notes, repay
approximately $80 million on its revolving credit facility, and
purchase approximately $100 million of aircraft lease buy-outs.

The rating action reflects PHI's success in expanding its air
medical segment.  Over the past couple of years, the air medical
segment has grown in revenue and profitability.  In 2013, it
accounted for 32% of the company's revenue, and S&P expects growth
to continue in 2014.

"The stable outlook reflects our expectation that the company will
continue to benefit from a healthy level of activity in the
deepwater Gulf of Mexico," said Standard & Poor's credit analyst
Stephen Scovotti.  "It also reflects our view that the company
will continue to expand its air medical segment in 2014, which
will improve its diversity.  We also expect the company to sustain
FFO to debt of greater than 25% over the next 12 months."

S&P could lower the rating if PHI's cash flow generation weakened
below its current expectations, such that FFO to debt fell below
20% with no near-term remedy.  Given robust conditions in the
deepwater Gulf of Mexico, S&P considers such a decline unlikely in
the near term.  A lower rating could also be considered if a more
aggressive financial policy was pursued that resulted in a
deterioration of credit measures.

S&P could raise the rating due to an improvement in PHI's business
risk profile and a more favorable view of the company's
competitive position, including its diversity of operations.
Given the relatively small size and scope of the company, S&P do
not anticipate an upgrade during the next 12 months.


PLAZA HEALTHCARE: 17 Affiliates File Chapter 11 Petitions
---------------------------------------------------------
Plaza Healthcare Center LLC and Plaza Convalescent Center LP each
filed a voluntary petition under Chapter 11 of the Bankruptcy Code
on March 4, 2014.  The following day, 17 of their affiliates filed
for bankruptcy protection, namely:

     Debtor                                            Case No.
     ------                                            --------
     Belmont Heights Healthcare Center                 14-11358
        dba Country Villa Belmont Heights
            Healthcare Center
     1730 Grand Avenue
     Long Beach, CA 92707

     Claremont Healthcare Center Inc.                  14-11375
        dba Country Villa Claremont
            Healthcare Center
     590 S. Indian Hill Blvd.
     Claremont, CA 92707

     Country Villa East LP                             14-11371
        dba Country Villa Pavilion Nursing Center
        dba Country Villa Sheraton Nursing and Rehab Center
        dba Country Villa East Nursing Center
        dba Country Villa Terrace Nursing Center
        dba Country Villa Terrace Assisted Living Center
     5916 W. Pico Blvd.
     Los Angeles, CA 92707

     Country Villa Imperial LLC                        14-11370
        DBA Healthcare Center of Bella Vista
     933 E. Deodar Street
     Ontario, CA 92707

     Country Villa Nursing Center Inc.                 14-11364

     Country Villa Southbay LLC                        14-11360

     East Healthcare Center LLC                        14-11372

     Los Feliz Healthcare Center LLC                   14-11368

     Mountainside Operating Company                    14-11367

     North Healthcare Center LLC                       14-11366

     North Point Health & Wellness Center              14-11365

     RRT Enterprises LP                                14-11363

     Sheraton Healthcare Center LLC                    14-11362

     South Healthcare Center LLC                      14-11361

     Westwood Healthcare Center LLC                   14-11359

     Westwood Healthcare Center LP                    14-11376
        dba Country Villa Westwood LP
     12121 Santa Monica Blvd.
     Los Angeles, CA 92707

     Wilshire Healthcare Center LLC                   14-11373
        dba Country Villa Westwood
            Convalescent Center
     12121 Santa Monica Blvd.
     Los Angeles, CA 92707

Type of Business: Debtors provide assisted living, skilled
                  nursing, rehabilitation, and other health-care
                  related services.

Chapter 11 Petition Date: March 5, 2014

Court: United States Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Hon. Catherine E. Bauer

Debtors' Counsel: Ron Bender, Esq.
                  Monica Y Kim, Esq.
                  Krikor J Meshefejian, Esq.
                  Lindsey L Smith, Esq.
                  LEVENE, NEALE, BENDER, YOO & BRILL LLP
                  10250 Constellation Blvd Ste 1700
                  Los Angeles, CA 90067
                  Tel: 310-229-1234
                  Email: rb@lnbyb.com
                         myk@lnbrb.com
                         kjm@lnbrb.com
                         lls@lnbyb.com

                                   Estimated     Estimated
                                     Assets     Liabilities
                                 ------------  -----------
Belmont Heights Healthcare        $1MM-$10MM    $1MM-$10MM
Westwood Healthcare Center LLC    $1MM-$10MM    $1MM-$10MM
Country Villa Imperial             $1MM-$10MM    $1MM-$10MM
Country Villa East LP              $10MM-$50MM   $10MM-$50MM
Claremont Healthcare Center       $1MM-$10MM    $1MM-$10MM
Westwood Healthcare Center LP     $1MM-$10MM    $1MM-$10MM

The petitions were signed by Stephen Reissman, CEO.

A. List of Belmont Heights Healthcare's 20 Largest Unsecured
   Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Department of Health Services                          $631,539
Acctg Section/MS 1101
PO Box 997415
Sacramento, CA 95899

Interface Rehab Inc.                                   $159,896

McKesson Medical-Surgical                              $149,469

Modern Health Pharmacy                                 $136,315

Omnicare, Inc.                                         $73,195

Healthcare Services Group Inc.                         $54,501

Sysco/Credit Dept.                                     $29,282

SRC Medical                                            $18,874

Procopio, Cory, Hargreaves & Savitch LLC               $13,543

Twin Medical LLC                                       $10,868

California Association of Health FAC                    $8,308

Diagnostic Laboratories                                 $7,446

Grand NF LLC                                            $7,078

Direct Supply Inc.                                      $6,748

Mc Kenna Long and Aldridge                              $6,663

Dairy King Milk                                         $5,845

Dynamic Medical Systems Inc.                            $4,899

Hooper, Lundy & Bookman Inc.                            $4,294

Southern California Edison Company                      $4,210

Interactive Medical Systems Inc.                        $2,524

B. List of Westwood Healthcare Center LLC's 20 Largest Unsecured
   Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Department of Health Services                          $512,192
Acctg Section/MS 1101
PO Box 997415
Sacramento, CA 95899

Interface Rehab Inc.                                   $308,216
774 S Placenta Avenue #200
Placentia, CA 92870

Modern Health Pharmacy                                 $124,044

Omnicare, Inc.                                         $90,272

Healthcare Services Group Inc.                         $50,739

McKesson Medical-Surgical                              $50,056

Pharmacy Advantage                                     $28,011

Sysco/Credit Dept.                                     $21,559

Procopio, Cory, Hargreaves & Savitch LLC               $13,543

Dairy King Milk                                         $9,332

LA DWP                                                  $7,250

McKenna Long and Aldridge                               $6,663

Calif Association of Health FAC                         $6,320

Direct Supply Inc.                                      $4,578

Diagnostic Laboratories                                 $4,336

Dynamic Medical Systems Inc.                            $4,003

Interactive Medical Systems Inc.                        $3,711

The Gas Company                                         $2,020

Butler Chemical                                         $1,495

Waste Management                                        $1,218

C. List of Country Villa Imperial's 20 Largest Unsecured
Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Department of Health Services                          $201,230

Interface Rehab Inc.                                   $164,018

Skilled Nursing Pharmacy                                $29,512

McKesson Medical-Surgical                               $25,046

California Association of Health FAC                     $4,189

Sysco of Central California                              $3,835

Krieger Family Trust                                     $2,588

Dairy King Milk                                          $2,556

Ontario Municipal Utilities Company                      $2,100

Southern California Edison Company                       $1,850

Diagnostics Laboratories                                 $1,772

Butler Chemical                                          $1,121

The Gas Company                                            $850

Direct Supply Inc.                                         $370

Office Depot                                               $333

Harbor Linen                                               $317

Sunflower Landscape Service                                $300

SNF Forms & Supplies                                       $226

Ancillary Provider Services                                $176

Thermal Combustion Innovators Inc.                          $72

D. List of Country Villa East LP's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Department of Health Services                        $1,330,918
Acctg Section/MS 1101
PO Box 997415
Sacramento, CA 95899

Interface Rehab Inc.                                   $818,222

Modern Health Pharmacy                                 $474,053

McKesson Medical-Surgical                              $186,860

Healthcare Services Group Inc.                         $183,224

Omnicare, Inc.                                         $137,588

Procopio, Cory, Hargreaves & Savitch LLC                $54,174

Dairy King Milk                                         $32,210

Direct Supply Inc.                                      $26,590

LA DWP                                                  $22,800

California Association of Health FAC                    $17,184

Interactive Medical Systems Inc.                        $11,617

Monarch Plumbing & Mechanical                           $10,863

Sysco/Credit Dept                                        $9,696

SRC Medical                                              $9,312

Superior Convalescent LLC                                $8,084

Diagnostic Laboratories                                  $7,297

Access Air Conditioning                                  $6,863

MC Kenna Long and Aldridge                               $6,663

Dynamic Medical Systems Inc.                             $6,559

E. List of Claremont Healthcare's 20 Largest Unsecured Creditors:

   Entity                         Nature of Claim   Claim Amount
   ------                         ----------------  ------------
Department of Health Services                         $540,590
Acctg Section/MS 1101
PO Box 997415
Sacramento, CA 95899

Interface Rehab Inc.                                  $170,156

Healthcare Services Group Inc.                        $102,929

Skilled Nursing Pharmacy                               $48,384

McKesson Medical-Surgical                              $25,193

Omnicare, Inc.                                         $21,276

Procopio, Cory, Hargreaves & Savitch LLC               $13,543

Dairy King Milk                                        $10,785

California Association of Heath FAC                     $7,030

Golden State Water Company                              $6,820

MC Kenna Long and Aldridge                              $6,663

Sysco/Credit Dept                                       $6,539

Dynamic Medical Systems Inc.                            $5,973

Monarch Plumbing & Mechanical                           $5,646

Omega Healthcare Investors, Inc.                        $4,121

Southern California Edison Company                      $4,100

Direct Supply Inc.                                      $3,796

HD Supply Facilities Maintenance LT                     $3,549

The Gas Company                                         $2,200

Carl's Laundry Repair Inc.                              $1,740

F. List of Westwood Healthcare Center LP's 20 Largest Unsecured
   Creditors:

   Entity                         Nature of Claim   Claim Amount
   ------                         ----------------  ------------
Department of Health Services                         $512,192
Acctg Section/MS 1101
PO Box 997415
Sacramento, CA 95899

Interface Rehab Inc.                                  $308,216
774 S Placentia Avenue #200
Placentia, CA 92870

Modern Health Pharmacy                                $124,044

Omnicare, Inc.                                         $90,272

Healthcare Services Group Inc.                         $50,739

McKesson Medical-Surgical                              $50,056

Pharmacy Advantage                                     $28,011

Sysco/Credit Dept                                      $21,559

Procopio, Cory, Hargreaves & Savitch LLC               $13,543

Dairy King Milk                                         $9,332

LA DWP                                                  $7,250

McKenna Long and Aldridge                               $6,663

California Association of Health FAC                    $6,320

Direct Supply Inc.                                      $4,578

Diagnostic Laboratories                                 $4,336

Dynamic Medical Systems Inc.                            $4,003

Interactive Medical Systems Inc.                        $3,711

The Gas Company                                         $2,020

Butler Chemical                                         $1,495

Waste Management                                        $1,218


PONCE DE LEON: Amending Cash Collateral Budget
----------------------------------------------
Ponce de Leon 1403, Inc., asks the U.S. Bankruptcy Court for the
District of Puerto Rico to approve an amendment to the terms
governing the continued use of PRLP 2011 Holdings LLC's cash
collateral.

On June 19, 2012, the Court granted the Debtor's use of PRLP's
cash collateral.  The Court extended the use of cash collateral
until the confirmation date and determined that 70 percent of the
sales price of individual condominium units constitutes adequate
protection to PRLP.

The Debtor said it is in urgent need to amend its prior budget for
the use of the cash collateral and provide payment to allowed
expenses for operations, and to reinstate the 70 percent payment
to PRLP as adequate protection.

The Debtor also request that the Court note that the property
securing its obligations to PRLP is valued at approximately
$10 million whereas the outstanding obligation to PRLP is
$7.4 million.

                        About Ponce De Leon

San Juan, P.R.-based Ponce De Leon 1403, Inc., developed,
constructed, and operates the Metro Plaza Tower condominium and
commercial property project in Santurce, Puerto Rico.  The Metro
Plaza Tower project consists of two 15-story towers atop a base
structure that serves as a parking garage, common area, and retail
space.  Each tower houses 87 residential units.  The base
structure provides approximately 567 parking spaces and has
approximately 14,000 square feet of commercial space available for
lease.  The common areas of the project include a swimming pool, a
gym, gardens and a gazebo.

Ponce De Leon 1403 Inc. filed for Chapter 11 protection (Bank. D.
P.R. Case No. 11-07920) on Sept. 19, 2011.  The Debtor estimated
both assets and debts of between US$10 million and US$50 million.

Carmen Conde Torres, Esq., and Luisa S. Valle Castro, at C. Conde
& Assoc., in Old San Juan, Puerto Rico, represent the Debtor as
counsel.

The confirmation of the Plan of Reorganization dated April 13,
2012, is scheduled for April 1, 2014.  The Debtor won approval of
the explanatory Disclosure Statement on June 25, 2012.  The Debtor
amended the Plan on Jan. 25, 2013.  Under the Plan, the Debtor
will generate revenue by selling all of the remaining residential
units and selling or leasing commercial spaces in the Metro Plaza
Towers Projected including the public parking spaces.


PRESIDIO INC: S&P Affirms 'B+' Corp. Credit Rating; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B+'
corporate credit rating on Greenbelt, Md.-based Presidio Inc.  The
outlook is stable.

At the same time, S&P assigned a 'B+' issue-level rating with a
recovery rating of '4' to the company's proposed $600 million
senior secured term loan due 2017.  The '4' recovery rating
indicates S&P's expectation for average recovery (30% to 50%) in
the event of payment default.

S&P will withdraw its ratings on the company's existing term loan
following the completion of the transaction.

"The ratings reflect Presidio's 'aggressive' financial risk
profile with leverage in the high-3x area, pro forma for the
proposed transaction, up from the mid-2x area, and its 'weak'
business risk profile derived from the fragmented and competitive
IT services sector, supplier concentration, and moderate scale,"
said Standard & Poor's credit analyst Christian Frank.

The corporate credit rating is affirmed because S&P had
incorporated capacity for re-leveraging events, consistent with
the expected financial policies of its private equity owners.

The stable outlook reflects S&P's view that the company's ability
to expand its relationship with existing customers, along with an
improving macroeconomic environment and moderating headwinds from
the federal segment, is likely to result in revenue growth at or
above the industry average and EBITDA expansion over the next 12
months.

S&P could lower our ratings if the company maintains leverage of
more than 5x on a sustained basis because of declines in
profitability resulting from pricing pressure from competitors or
suppliers, debt-financed acquisitions or shareholder returns, or a
disruption in Presidio Inc.'s access to third-party lease
financing.

S&P views an upgrade as unlikely, given its expectation that the
company's financial sponsor ownership structure will preclude a
sustained reduction in leverage.


QUANTUM FOODS: Hires BMC Group as Administrative Advisor
--------------------------------------------------------
Quantum Foods, LLC, et al., seek authority from the U.S.
Bankruptcy Court for the District of Delaware to employ BMC Group,
Inc., as administrative advisor.  The Debtors have also sought and
obtained authority from the Court to employ BMC as their notice
and claims agent.

As administrative agent, BMC will assist with, among other things,
solicitation balloting and tabulation and calculation of votes for
the purposes of plan voting, and assist the Debtors with
administrative tasks in the preparation of their schedules of
assets and liabilities and statements of financial affairs, and
other appropriate reports, exhibits, and schedules of information.

BMC agrees to charge the Debtors its standard prices for its
services and supplies at the rates or prices in effect on the day
the services and supplies are provided to the Debtors.  The
Debtors agree to reimburse BMC for any out-of-pocket expenses
necessarily incurred in support of the services provided by BMC.

Tinamarie Feil, president of Client Services for BMC Group, Inc.,
assures the Court that her firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.

A hearing to consider approval of the application to hire BMC as
administrative advisor is set for March 12, 2014 at 10:00 a.m.
(ET).  Objections are due March 5.

                        About Quantum Foods

Founded in 1990 and headquartered in Bolingbrook, Illinois,
Quantum Foods, LLC -- http://www.quantumfoods.com-- provides
protein products made from beef, poultry and pork.

Quantum Foods and its affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 14-10318) on Feb. 18, 2014, to
facilitate the sale of substantially all their business to
CTI Foods Holding Co., LLC.

The Debtors' primary secured indebtedness totals $50.2 million,
owing to lenders led by Crystal Financial, LLC, as administrative
and collateral agent.

Quantum Foods is being advised in its restructuring by Winston &
Strawn, City Capital Advisors, LLC and FTI Consulting, Inc.
Young, Conaway, Stargatt & Taylor, LLP, is the local counsel.
City Capital Advisors is the investment banker.  BMC Group is the
claims and notice agent.


QUANTUM FOODS: Has Interim OK to Pay Up to $3MM for Vendor Claims
-----------------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware gave Quantum Foods, LLC, et al., interim authority to
pay certain prepetition claims of critical vendors, provided that
all payments will be subject to the prior written approval of
Crystal Financial LLC, the administrative and collateral agent for
the DIP Lenders.

The Interim Claims Cap must not exceed $3 million in the aggregate
unless otherwise ordered by the Court and with the consent of the
DIP Agent, Judge Carey said.

A final hearing on the motion will be held on March 12, 2014, at
1:00 p.m. (ET).  Objections are due March 5.  If no objections are
filed to the motion, the Court may enter a final order without
further notice or a hearing.

                        About Quantum Foods

Founded in 1990 and headquartered in Bolingbrook, Illinois,
Quantum Foods, LLC -- http://www.quantumfoods.com-- provides
protein products made from beef, poultry and pork.

Quantum Foods and its affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 14-10318) on Feb. 18, 2014, to
facilitate the sale of substantially all their business to
CTI Foods Holding Co., LLC.

The Debtors' primary secured indebtedness totals $50.2 million,
owing to lenders led by Crystal Financial, LLC, as administrative
and collateral agent.

Quantum Foods is being advised in its restructuring by Winston &
Strawn, City Capital Advisors, LLC and FTI Consulting, Inc.
Young, Conaway, Stargatt & Taylor, LLP, is the local counsel.
City Capital Advisors is the investment banker.  BMC Group is the
claims and notice agent.


RADIOSHACK CORP: Offers Bonuses to Retain Execs During Turnaround
-----------------------------------------------------------------
Ben Fox Rubin, writing for The Wall Street Journal, reported that
RadioShack Corp. said it will offer up to $1.5 million in
retention bonuses to its top executives, in an effort to maintain
its leadership through a difficult turnaround.

The Journal said the deals were unveiled a day after the
struggling electronics retailer said it will close as many as
1,100 U.S. stores, one out of every four that it operates itself,
after a sharp drop in sales over the holidays.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that RadioShack disclosed that sales in the fourth
quarter fell 20 percent to $935.4 million while comparable-store
sales declined 19 percent.  The loss in the fourth quarter
increased to $191.4 million, making for eight consecutive
quarterly losses.

Andrea Cheng, writing for MarketWatch, reported that RadioShack
said in a conference call it is not considering "prepackaged
bankruptcy" because it has "sufficient" liquidity to meet its
obligations.  The company, according to Ms. Cheng, made the
comment after a question on whether it will do that to get out of
store leases quicker.

The retention payments will be provided if the executives stay at
the company through March 2015, the Journal related.  The company
said it is offering the payments to give "due consideration of the
skills and talent deemed critical to the company's business
turnaround efforts currently underway."

Chief Executive Joseph Magnacca, who joined the company last year,
stands to gain the largest retention payment at $500,000, the
Journal noted.  He was also offered a one-time bonus payment of up
to $600,000 to be paid in April 2015, if certain milestones being
reached in the company's turnaround.

Chief Financial Officer John Feray and Troy H. Risch, executive
vice president of store operations, were each offered $275,000,
the Journal further related. Chief Human Resources Officer Telvin
Jeffries is eligible for $250,000. Michael S. DeFazio, senior vice
president of store concepts, was offered $187,500.

The $324.8 million in 6.75 percent senior unsecured notes due 2019
last traded on March 4 for 58.865 cents on the dollar, to yield
19.77 percent, Bloomberg said, citing Trace, the bond-price
reporting system of the Financial Industry Regulatory Authority.

The stock fell 17 percent on March 4, closing at $2.25 in New York
trading, Bloomberg added.  The five-year high was $24 on April 21,
2010. The low was $1.90 on Nov. 23, 2012.

                    About Radioshack Corporation

RadioShack (NYSE: RSH) -- -- http://www.radioshackcorporation.com
-- is a national retailer of innovative mobile technology products
and services, as well as products related to personal and home
technology and power supply needs.  RadioShack's retail network
includes more than 4,300 company-operated stores in the United
States, 270 company-operated stores in Mexico, and approximately
1,000 dealer and other outlets worldwide.

Radioshack disclosed a net loss of $139.4 million in 2012, as
compared with net income of $72.2 million in 2011.  The Company's
balance sheet at Sept. 30, 2013, showed $1.60 billion in total
assets, $1.21 billion in total liabilities and $394 million in
total stockholders' equity.

                           *     *     *

As reported by the TCR on Dec. 26, 2013, Standard & Poor's Ratings
Services raised the corporate credit rating on the Fort Worth,
Texas-based RadioShack Corp. to 'CCC+' from 'CCC'.  "The upgrade
reflects an improved liquidity position with a recent financing
that increased funded debt by $125 million and increased the
company's revolving credit borrowing capacity, which improved
the company's liquidity by approximately $200 million," said
credit analyst Charles Pinson-Rose.

In the Dec. 30, 2013, edition of the TCR, Fitch Ratings has
affirmed its 'CCC' Long-term Issuer Default Rating (IDR) on
RadioShack Corporation.  The IDR reflects the significant decline
in RadioShack's profitability and cash flow, which has become
progressively more pronounced over the past two years.

As reported by the TCR on March 6, 2013, Moody's Investors Service
downgraded RadioShack Corporation's corporate family rating to
Caa1 from B3 and probability of default rating to Caa1-PD from B3-
PD.  RadioShack's Caa1 Corporate Family Rating reflects Moody's
opinion that the overall business strategy of the company to
reverse the decline in profitability has not gained any traction.

Troubled Company Reporter, citing The Wall Street Journal,
reported on March 5, 2014, that RadioShack plans to cut back its
store count, after a sharp drop in sales over the holidays left it
with a $400 million loss in 2013.  The electronics retailer said
it could close as many as 1,100 U.S. stores -- one out of every
four that it operates itself -- underscoring the difficulty it has
had adapting to a fast changing consumer landscape.


REEVES DEVELOPMENT: Court Denies IberiaBank's Case Conversion Bid
-----------------------------------------------------------------
The Bankruptcy Court, according to Reeves Development Company
LLC's case docket, denied secured creditor IberiaBank's motion to
convert the Debtor's Chapter 11 case to one under Chapter 7 of the
Bankruptcy Code.

As reported in the Troubled Company Reporter on Feb. 4, 2014, the
Debtor opposed the request of IberiaBank, stating that it has
acted as a reasonable debtor-in-possession in conducting its
affairs and has made significant improvements on its property.
According to the Debtor, it has filed an amended Chapter 11 plan
of reorganization, which utilizes the actual developments and
planned developments to pay all allowed claims in the case in full
within a reasonable period of five years.  The Debtor adds that
the amended plan is in the best interest of all creditors of the
estate.  Neither conversion nor the appointment of a trustee is
warranted in this case, and it should be allowed to present of its
amended plan to creditors for voting, the Debtor said.

As reported in the TCR on Jan. 8, 2014, IberiaBank cited these
reasons in seeking conversion of the case:

     a. substantial or continuing loss to or diminution of
        the estate and the absence of a reasonable likelihood
        of rehabilitation;

     b. gross mismanagement of the estate;

     c. failure to maintain appropriate insurance that pose a
        risk to the estate or to the public;

     d. unauthorized use of cash collateral substantially
        harmful to one or more creditors;

     e. failure to comply with an order of the court; and

     f. unexpected failure to satisfy timely and filing or
        reporting requirement established by this title or by
        any rule applicable to a case under this chapter.

As reported in the TCR on Nov. 11, 2013, IberiaBank objected to
Reeves' bid to obtain court approval to use a portion of the funds
considered to be the bank's cash collateral.  Reeves in October
asked the Bankruptcy Court for green light to use the cash
collateral to fund a material pit project in Lake Charles,
Louisiana.  Ronald Bertrand, Esq., said creditors including
IberiaBank "do not have the ability to monitor what is going on as
to their cash collateral" because the company doesn't file its
financial reports on time.

                    About Reeves Development

Reeves Development Company, LLC, operated as design build
contractor offering its services primarily in markets located
within Texas and Louisiana.  It filed a Chapter 11 petition
(Bankr. W.D. La. Case No. 12-21008) in Lake Charles, Louisiana, on
Oct. 30, 2012.  The Company's equity holders are Charles and
Suzanne Reeves 50% and MMA, INC., 50%.  The closely held developer
was founded in 1998 by Charles Reeves Jr.  It has about 80
employees and generates about $40 million in annual revenue,
according to its Web site.

Bankruptcy Judge Robert Summerhays oversees the case.  Arthur A.
Vingiello, Esq., at Steffes, Vingiello & McKenzie, LLC, in Baton
Rogue, Louisiana, represents the Debtor as counsel.

Reeves Development scheduled assets of $15,454,626 and liabilities
of $20,156,597 as of the Petition Date.

Affiliate Reeves Commercial Properties, LLC (Bankr. W.D. La. Case
No. 12-21009) also sought court protection.

Creditor Iberiabank is represented by Ronald J. Bertrand, Esq., in
Lake Charles, Louisiana.


REEVES DEVELOPMENT: Court Approved Amended Disclosure Statement
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Louisiana,
according to Reeves Development Company, LLC's case docket,
approved on Feb. 21 the adequacy of information in the Amended
Disclosure Statement explaining the Debtor's Plan of
Reorganization dated Dec. 31, 2013.

The case docket also provided that the Court will not set
confirmation.  The Court will hold a status conference in open
court on March 20, 2014.

As reported by the TCR on Jan. 10, 2014, the Amended Disclosure
Statement reveals that as to the Class 15 Unsecured Claim of
Branch Banking and Trust, to the extent that BB&T is not fully
compensated from the assets of Houma Dollar Partner, LLC, the
excess amount will be included in the unsecured claims of the
Debtor.  The assets of Houma Dollar Partners are expected to
generate net sales proceeds sufficient to satisfy the claims of
BB&T.  This claim is currently estimated to total $6,000,000.  The
Claimant has agreed to a settlement of claims against the Debtor
in exchange for certain concessions from Debtors affiliated
Company Houma Dollar Partners, LLC.  In exchange for these
concessions, the Debtor has agreed to forgo any payments due from
Houma Dollar Partners, LLC.

As reported in the TCR on Feb. 10, 2014, Iberiabank filed an
objection to the Debtor's amended version of the Disclosure
Statement.

A full-text copy of the Dec. 31 version of the Amended Disclosure
Statement is available for free at:

        http://bankrupt.com/misc/REEVESDEV_AmdDSDec31.PDF

                  About Reeves Development

Reeves Development Company, LLC, a commercial and residential real
estate developer, filed a Chapter 11 petition (Bankr. W.D. La.
Case No. 12-21008) in Lake Charles, Louisiana, on Oct. 30, 2012.
The closely held developer was founded in 1998 by Charles Reeves
Jr., its sole owner.  Reeves Development has about 80 employees
and generates about $40 million in annual revenue, according to
its Web site.

Bankruptcy Judge Robert Summerhays oversees the case.  Arthur A.
Vingiello, Esq., at Steffes, Vingiello & McKenzie, LLC, in Baton
Rogue, Louisiana, represents the Debtor as counsel.

Reeves Development scheduled assets of $15,454,626 and liabilities
of $20,156,597 as of the Petition Date.

Affiliate Reeves Commercial Properties, LLC (Bankr. W.D. La. Case
No. 12-21009) also sought court protection.


RESIDENTIAL CAPITAL: U.S. Attorney Gets Transcripts From Examiner
-----------------------------------------------------------------
Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York authorized Residential Capital LLC's Chapter
11 examiner to turn over interview records to the federal
government who is investigating the former mortgage-servicing unit
of possible violations related to residential mortgage-backed
securities.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
pointed out that the Chapter 11 Examiner, Arthur Gonzalez, a
former bankruptcy judge, was relieved of his duties as examiner
and in the process was given immunity from being forced to turn
over documents or information to third parties who might serve him
subpoenas.  His immunity from subpoenas, however, didn't apply to
governmental investigations, Mr. Rochelle said.

The subpoena, which the U.S. attorney?s office for the Central
District of California issued last fall, seeks to gather
information as part of a civil investigation into ?whether there
is or has been a violation? of federal laws related to ?conduct
undertaken in connection with residential mortgage-backed
securities,? Jacqueline Palank, writing for Daily Bankruptcy
Review, related.

Gonzalez will turn over transcripts of witness interviews by April
9, the Bloomberg report said.  In the meantime, he will give
notice to everyone whom he interviewed, giving them an opportunity
to seek an injunction from a court barring the turnover of
transcripts.  Gonzalez, Bloomberg noted, didn?t want witness
statements publicly available because they were taken under a
pledge of confidentiality.

Bloomberg recalled that in his report, Gonzalez concluded that
ResCap had about $3.1 billion in claims against its parent, Ally
Financial Inc., that were ?likely to prevail? or ?more likely than
not to prevail.?  ResCap?s plan, which confirmed in December last
year, was based partly on a $2.1 billion settlement contribution
from Ally.

During his probe, Mr. Gonzalez interviewed 83 witnesses --
including ResCap and Ally executives -- all of which were recorded
and transcribed, Ms. Palank said.

                    About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Judge Martin Glenn in December 2013 confirmed the Joint Chapter 11
Plan co-proposed by Residential Capital and the Official Committee
of Unsecured Creditors.


RITE AID: Expands Distribution Agreement with McKesson
------------------------------------------------------
McKesson Corporation and Rite Aid Corporation signed an expanded
distribution agreement to include both brand and generic
pharmaceuticals.  The new five-year agreement, which extends
through March 2019, creates efficiencies for both companies by
leveraging the strength of Rite Aid as one of the leading national
drugstore chains in the United States, and McKesson as a leader in
pharmaceutical sourcing and supply chain management.

McKesson and Rite Aid have a long history as trusted partners in
ensuring the availability of essential medications to patients.
As part of the expanded agreement, McKesson will assume
responsibility for the sourcing and distribution of generic
pharmaceuticals for Rite Aid as part of McKesson's One Stop
proprietary generics program.  Rite Aid stores will benefit from
the full value of McKesson's daily direct-to-store delivery
service model for brand and generic pharmaceutical products,
ensuring the highest levels of service for their customers.

"I am extremely proud of McKesson's industry-leading service
levels and the strength of our global sourcing and supply chain
capabilities; which mean that we deliver the right products at the
right time with exceptional efficiency for our customers," said
John H. Hammergren, chairman and chief executive officer, McKesson
Corporation.  "Rite Aid has been a valued customer to McKesson for
more than 16 years and I am honored at the trust they have placed
in us as we expand our partnership."

"We are excited to expand our partnership with McKesson," said
John Standley, Rite Aid's chairman and chief executive officer.
"The combination of Rite Aid's and McKesson's generic purchasing
scale and sourcing expertise, in conjunction with McKesson's
industry-leading drug distribution capabilities, will enable us to
achieve supply chain efficiencies, provide even better service to
Rite Aid customers, and generate additional cash flow to fuel our
company's growth."

                       About McKesson Corporation

McKesson Corporation, currently ranked 14th on the FORTUNE 500, is
a healthcare services and information technology company dedicated
to making the business of healthcare run better.  McKesson
partners with payers, hospitals, physician offices, pharmacies,
pharmaceutical companies and others across the spectrum of care to
build healthier organizations that deliver better care to patients
in every setting.  McKesson helps its customers improve their
financial, operational, and clinical performance with solutions
that include pharmaceutical and medical-surgical supply
management, healthcare information technology, and business and
clinical services.  For more information, visit www.mckesson.com.

                         About Rite Aid Corp.

Drugstore chain Rite Aid Corporation (NYSE: RAD) --
http://www.riteaid.com/-- based in Camp Hill, Pennsylvania, is
one of the nation's leading drugstore chains with 4,626 stores in
31 states and the District of Columbia.

Rite Aid disclosed net income of $118.10 million on $25.39 billion
of revenue for the year ended March 2, 2013, as compared with a
net loss of $368.57 million on $26.12 billion of revenue for the
year ended March 2, 2012.

As of Nov. 30, 2013, the Company had $7.13 billion in total
assets, $9.36 billion in total liabilities and a $2.22 billion
total stockholders' deficit.

                           *     *     *

As reported by the TCR on March 1, 2013, Moody's Investors Service
upgraded Rite Aid Corporation's Corporate Family Rating to B3 from
Caa1 and Probability of Default Rating to B3-PD from Caa1-PD.  At
the same time, the Speculative Grade Liquidity rating was revised
to SGL-2 from SGL-3.  This rating action concludes the review for
upgrade initiated on Feb. 4, 2013.

Rite Aid carries a 'B-' corporate credit rating from Standard &
Poor's Ratings Services.


RIVER VALLEY DAIRY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: River Valley Dairy, LLC
        P.O. Box 1929
        Anthony, NM 88021

Case No.: 14-10641

Chapter 11 Petition Date: March 5, 2014

Court: United States Bankruptcy Court
       New Mexico (Albuquerque)

Judge: Hon. David T. Thuma

Debtor's Counsel: 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

                    - and -

                  Arin Elizabeth Berkson, Esq.
                  MOORE, BERKSON & GANDARILLA, P.C.
                  3800 Osuna Rd NE, STE #2
                  Albuquerque, NM 87109
                  Phone: 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
                  Phone: 505-242-1218
                  Fax: 505-242-2836
                  Email: mbglaw@swcp.com

                    - and -

                  George M Moore, Esq.
                  MOORE, BERKSON & GANDARILLA, P.C.
                  3800 Osuna Rd NE, STE #2
                  Albuquerque, NM 87109
                  Phone: 505-242-1218
                  Fax: 505-242-2836
                  Email: mbglaw@swcp.com

                    - and -

                  Koo Im Sakayo Tong, Esq.
                  MOORE, BERKSON & GANDARILLA, P.C.
                  3800 Osuna Rd NE, STE #2
                  Albuquerque, NM 87109
                  Phone: 505-242-1218
                  Fax: 505-242-2836
                  Email: kooimt@swcp.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Bruce Bonestroo, managing member.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nmb14-10641.pdf


ROAD INFRASTRUCTURE: Moody's Cuts CFR to B1 & Rates New Debt B1
---------------------------------------------------------------
Moody's Investors Service downgraded Road Infrastructure
Investment, LLC's (RII) Corporate Family Rating (CFR) to B2 from
B1 following the company's announced financing proposal and
assigned B1 ratings to its revolving credit facility due 2019 and
senior secured first lien term loan due 2021, and a Caa1 rating to
its second lien term loan due 2021. The proposed debt financings,
which will raise balance sheet debt by $184 million, will
partially finance the $84 million acquisition of Eberle Design,
Inc., fund a $159 million dividend to RII's equity sponsor and be
used to repay $376 million of existing debt. RII's proposed
ratings are subject to final review of the offering documents at
closing. The rating outlook is stable.

The following summarizes the ratings activity:

Road Infrastructure Investment, LLC

Ratings Downgraded:

Corporate Family Rating -- B2 from B1

Probability of Default Rating -- B2-PD from B1-PD

Ratings Assigned:

$75 million senior secured revolving credit facility due 2019 --
B1 (LGD3, 35%)

$390 million senior secured (first lien) term loan due 2021 --
B1 (LGD3, 35%)

$170 million senior secured (second lien) term loan due 2021 --
Caa1 (LGD5, 86%)

Ratings to be Withdrawn:

$38 million senior secured revolving credit facility due 2017 --
Ba3 (LGD3, 33%) **

$240 million senior secured (first lien) term loan due 2018 --
Ba3 (LGD3, 33%) **

$115 million senior secured (second lien) term loan due 2018 --
B3 (LGD5, 83%) **

** ratings will be withdrawn following repayment of the debt

Outlook: Stable

Ratings Rationale

The downgrade of RII's CFR to B2 reflects the increase in leverage
to 7.1x (pro forma Debt to EBITDA as of September 2013), which is
substantially higher than its existing leverage of 5.4x and weakly
places RII in the B2 rating category. The company's B2 CFR does
not provide it the flexibility to increase its leverage or make
further acquisitions prior to de-levering. The $84 million
acquisition of Eberle will provide approximately $10 million of
additional annual EBITDA and diversify RII's involvement in the
technology sector of the traffic safety marketplace beyond its
traditional paint and plastic road markings product offerings.
However, a large portion of the $184 million increase in balance
sheet debt will be used to fund a dividend of $159 million, thus
increasing leverage without supplementing cash flow.

Limiting factors for the rating are the company's size (revenues
of less than $550 million after the Eberle acquisition), limited
product diversity, dependency on government funding, and
significant seasonality of revenues. In support of the rating, the
majority of RII's revenue is generated from maintenance spending,
limiting the government's capability to eliminate projects or cut
spending. While the company has maintained a stable customer base,
should economic conditions worsen, the government bidding process
could hinder future growth potential. RII is expected to draw on
its revolver to meet seasonal working capital demands to support
the peak second and third quarters selling season.

The ratings are supported by RII's leading positions in the
traffic paint and thermoplastic segments which Moody's estimates
to be several times larger than that of RII's closest competitors.
The company's solid EBITDA margins (approximately 17% on a pro
forma basis), broad geographic manufacturing footprint, and
longstanding relationships with its customers, are supportive of
the rating. Moody's expect the purchase and integration of Eberle,
which is currently owned by RII's equity sponsor, will result in
limited disruption to RII's existing businesses.

The company is expected to have adequate liquidity supported by
cash balances (approximately $18 million at closing), a $75
million revolving credit facility (undrawn at closing) and
expected positive free cash flow on an annual basis. The company
benefits from having no near-term debt maturities (other than a 1%
amortization of the first lien term loan principal), limited
capital expenditure requirements and not paying a regular
dividend. However, its seasonal working capital requirements could
exceed $50 million. The revolving credit facility will have a
springing financial covenant that RII will be required to comply
with at times of peak working capital needs.

The B2 ratings and stable outlook incorporate Moody's expectation
that the company will generate positive free cash flow going
forward, which will result in modest debt reduction. The ratings
could be downgraded should the company not generate positive free
cash flow annually and leverage (debt / EBITDA) does not decline
below 6.5x in the first half 2015. The ratings have limited upside
at the current time due to RII's heavy debt burden, but the
ratings could be upgraded if leverage declined below 5x on a
sustained basis.

The principal methodology used in this rating was the Global
Chemical Industry Rating Methodology published in December 2013.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Road Infrastructure Investment, LLC, headquartered in Thomasville,
NC, is a producer of pavement and safety marking products
primarily for the highway safety market. Revenues for the twelve
months ending December 31, 2013, pro forma for the Eberle
acquisition, are estimated to be $516 million.


RUTH JONES: Inaction Prompts Judge to Dismiss Appeal Over Sale
--------------------------------------------------------------
Senior District Judge Charles S. Haight, Jr., in Connecticut
tossed an appeal by debtor Ruth Jones from an order of Bankruptcy
Judge Alan Shiff approving a sale of property of her estate on or
about Sept. 14, 2012.  According to Judge Haight, Ms. Jones moved
seven times for an extensions to file her brief with respect to
the appeal.  The District Court granted three of these motions,
extending her filing deadline from October 30, 2012 to December
14, 2012, to January 31, 2013, and finally to March 29, 2013.
Despite this series of extensions, Ms. Jones has failed to file
her brief for almost 10 months after the last set deadline, March
29, 2013.  That failure, following numerous extensions, suggests
negligence and perhaps even bad faith, warranting dismissal, the
judge said.

Richard Coan, the trustee of Ms. Jones's bankruptcy estate, sought
to dismiss her appeal due to her failure to prosecute.

The appellate case is, RICHARD COAN, TRUSTEE, Movant, v. FAIRFIELD
COUNTY BANK CORP., RIDGEFIELD BANK MORTGAGE CORPORATION, BANK OF
AMERICA, N.A., BAC HOME LOAN SERVICING, L.P., CONNECTICUT
COMMUNITY BANK, N.A., WELLS FARGO BANK F/K/A FIRST UNION NATIONAL
BANK, CUSTOMERS BANK F/K/A USA BANK, N.A., CARLOS SEVERINO, AND
MERS/DEVON KAY CAPITAL, LLC, Respondents, Civil Case No. 3:12-CV-
1476 (CSH) (D. Conn.).  A copy of Judge Haight's March 3, 2014
Ruling is available at http://is.gd/of5lFefrom Leagle.com.

New Canaan, Connecticut-based Ruth Jones filed for Chapter 11 on
Aug. 14, 2009 (Bankr. D. Conn. Case No. 09-51596).  Peter L.
Ressler, Esq., at Groob Ressler & Mulqueen, represented the Debtor
in her restructuring efforts.  In her petition, the Debtor listed
total assets of $10,900,000 and total debts of $14,690,061.


SBARRO LLC: Preparing to File for Bankruptcy Protection
-------------------------------------------------------
Sbarro LLC, the Italian restaurant chain that's a fixture in mall
food courts, is preparing to file for prepackaged bankruptcy
protection as soon as next week as it continues to struggle with
flagging sales, various news agencies reported, citing people
familiar with the matter.  This would be Sbarro's second trip to
bankruptcy.

Emily Glazer, writing for Daily Bankruptcy Review, reported that
the pizza chain is soliciting votes due by the end of this week
for a so-called prepackaged restructuring plan that could
streamline its trip through bankruptcy court, these people said.
If it gets enough votes, Sbarro could file for Chapter 11
protection as early as Sunday, they said.

Closely held Sbarro, which carries about $140 million in debt,
said in mid-February it was closing 155 of the 400 restaurants it
owns in North America to cut costs, the Journal related.  The
majority of its U.S. restaurants are located in airports and mall
food courts.

Lauren Coleman-Lochner and Beth Jinks, writing for Bloomberg News,
reported that the sluggish economy hasn?t been kind to other pizza
chains, noting that Uno Restaurant Holdings Corp., another Italian
restaurant company, filed for bankruptcy in January 2010, saying
the economic slump had caused more diners to stay home, hurting
its 200 U.S. pizzerias.

                        About Sbarro Inc.

The Sbarro family started its business after moving to Brooklyn,
New York, from Naples, Italy, in 1956.  Today Sbarro is a leading,
global Italian quick service restaurant concept with approximately
5,170 employees, 1,045 restaurants throughout 42 countries, and
annual revenues in excess of $300 million.

Sbarro Inc. sought bankruptcy protection under Chapter 11 (Bankr.
S.D.N.Y. Lead Case No. 11-11527) to eliminate about $200 million
in debt.  The Debtor disclosed $51,537,899 in assets and
$460,975,646 in liabilities as of the Chapter 11 filing.

Sbarro said it has reached an agreement with all of its second-
lien secured lenders and approximately 70% of its senior
noteholders on the terms of a reorganization plan that will
eliminate more than half of the Company's total indebtedness.

Edward Sassower, Esq., and Nicole Greenblatt, Esq., at Kirkland &
Ellis, LLP, serve as the Debtors' general bankruptcy counsel.
Rothschild, Inc., is the Debtors' investment banker and financial
advisor.  PriceWaterhouseCoopers LLP is the Debtors' bankruptcy
consultants.  Marotta Gund Budd & Dzera, LLC, is the Debtors'
special financial advisor.  Curtis, Mallet-Prevost, Colt & Mosle
LLP serves as the Debtors' conflicts counsel.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' claims agent.  Sard Verbinnen & Co
is the Debtors' communications advisor.

In November 2011, Sbarro, Inc., along with its domestic
subsidiaries, disclosed that its Plan of Reorganization has become
effective and the Company has successfully emerged from Chapter 11
with significantly reduced debt and a new $35 million capital
infusion.

                         *     *     *

The Troubled Company Reporter reported on Jan. 21, 2014, that
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Melville, N.Y.- based Sbarro LLC to 'CCC-' from
'CCC+'.  The outlook is negative.  The Wall Street Journal also
reported on the same day that the fast-food pizza chain has
enlisted restructuring lawyers at Kirkland & Ellis LLP and bankers
at Moelis & Co.

The Troubled Company Reporter, on Feb. 25, 2014, citing a report
from The Wall Street Journal, said Sbarro will close 155 of the
400 restaurants it owns in North America, the latest move by the
troubled pizza chain to cut costs in response to weaker demand.


SCHOOL SPECIALTY: Posts Net Loss of $30.1MM in Q3 Fiscal 2014
-------------------------------------------------------------
School Specialty, Inc., on March 5 reported its fiscal 2014 third
quarter and nine month results for the period ended January 25,
2014.

Commenting on the Company's performance, Jim Henderson, School
Specialty's Chairman and Interim Chief Executive Officer stated,
"We continue to make progress in our Process Improvement
initiatives and are on track to realize the anticipated cost
savings this year and next.  Our Distribution Center consolidation
has gone smoothly and the changes we've made in our Sales,
Merchandising and Marketing structure are generating new
efficiencies and opportunities.  I am encouraged with our progress
and believe we're on track to realize our stated financial
projections for the year.  Additionally, recent order trends in
our Distribution segment are encouraging and we're gearing up for
future adoptions in our Curriculum segment.  Based on our
performance to date, the efficiencies we're generating and what is
believed to be an improved market outlook, we see our business
stabilizing with potential upside moving into our next fiscal
year."

During the period January 28, 2013 through June 11, 2013, School
Specialty and certain of its subsidiaries operated as debtors-in-
possession under bankruptcy court jurisdiction.  In accordance
with Financial Accounting Standards Board Accounting Standards
Codification 852, Reorganizations, for periods including and
subsequent to the filing of the Chapter 11 petition through the
bankruptcy emergence date of June 11, 2013, all expenses, gains
and losses that result from the reorganization were reported
separately as reorganization items in the Consolidated Statements
of Operations.  Net cash used for reorganization items was
disclosed separately in the Consolidated Statement of Cash Flows,
and liabilities subject to compromise were reported separately in
the Consolidated Balance Sheets.

As of June 11, 2013, the Company adopted fresh-start accounting in
accordance with ASC 852.  The adoption of fresh-start accounting
resulted in the Company becoming a new entity for financial
reporting purposes.  Accordingly, the financial statements on or
prior to June 11, 2013 are not comparable with the financial
statements for periods after June 11, 2013.  The consolidated
financial statements as of January 25, 2014 and for the three
months and thirty-three weeks then ended and any references to
"Successor" or "Successor Company" relate to the financial
position and results of operations of the reorganized Company
subsequent to bankruptcy emergence on June 11, 2013.  References
to "Predecessor" or "Predecessor Company" refer to the financial
position and results of operations of the Company prior to the
bankruptcy emergence.

Management believes that the presentation of Non-GAAP Financial
Information, referred to as the Combined Adjusted Results, are
reconciled to the most comparable GAAP measures and offer the best
comparisons for the comparable fiscal nine month period.  For
further information on the Company's Results of Operations and
related Balance Sheet and Cash Flow items, please refer to the
Company's Form 10-Q for the period ending January 25, 2014 on file
with the Securities and Exchange Commission.

Third Quarter Financial Results

   -- Revenues for the three months ended January 25, 2014 were
$74.7 million, a decrease of 7.6% or $6.1 million as compared to
$80.8 million reported for the three months ended January 26,
2013.  Distribution segment revenues declined by 5.3%, or $3.5
million from the three months ended January 26, 2013, and were
primarily related to lower sales in the Furniture business, which
decreased by approximately $3 million, while sales for the
Supplies business were virtually flat for the comparable year-
over-year periods.  Curriculum segment sales declined 16.4% or
$2.5 million from the three months ended January 26, 2013.  The
decline was felt in the Science and Reading businesses in addition
to a $0.6 million decline related to the sale of the Company's
agenda print plant assets.

   -- Gross profit margin for the three months ended January 25,
2014 was 35.4% as compared to 36.4% for the three months ended
January 26, 2013.  Distribution segment gross margin was 32.6% as
compared to 33.5% for the three months ended January 25, 2014 and
January 26, 2013, respectively.  The decline in the Distribution
segment gross margins was primarily due to a reduction in vendor
rebates and a shift in product mix, both of which resulted in
approximately 40 basis points each of the decline.  Curriculum
segment gross margin was 49.3% as compared to 48.4%, an increase
of 90 basis points.

   -- Selling, general and administrative (SG&A) expenses for the
three months ended January 25, 2014 were $48.7 million as compared
to $60.2 million for the comparable year-ago period, a decrease of
$11.6 million.  SG&A attributable to the Distribution and
Curriculum segments decreased by $5.5 million and Corporate SG&A
decreased by $6.1 million, when comparing the fiscal 2014 and
fiscal 2013 periods.  Distribution segment SG&A declined by $3.4
million, or 14.8%, primarily due to lower total personnel costs of
$1.2 million, as well as lower catalog costs of $0.7 million.  The
revenue decline for the comparable periods also resulted in a
decrease in the variable warehouse and transportation costs of
approximately $0.7 million.  Curriculum segment SG&A declined by
$2.1 million or 13.7%, primarily due to a $1.2 million reduction
in intangible amortization recognized in the third quarter of
fiscal 2013 as compared to the same period this year, as well as a
reduction in payroll costs.  The reduction in intangible
amortization is related to the revaluation of intangible assets as
part of fresh-start accounting.  Corporate SG&A decline was due
primarily to $4.7 million of prior year bankruptcy-related costs
associated with professional fees paid prior to the Chapter 11
filing.  Approximately $1.7 million of the decline was due to
lower payroll and benefits, as well as lower depreciation expense
of $1.0 million as a result of fresh-start accounting.  These
declines were partially offset by $1.6 million of costs associated
with the Company's process improvement actions.

   -- The Company reported an operating loss of $24.7 million for
the three months ended January 25, 2014 as compared to an
operating loss of $76.6 million in the comparable year-ago period.
This improvement is primarily related to a $45.8 million goodwill
and other intangible asset impairment charge in last year's third
quarter.

   -- Net interest expense decreased $3.3 million, from $8 million
in the third quarter of fiscal 2013 to $4.7 million in the third
quarter of fiscal 2014.  The Predecessor Company recorded $3.8
million of interest expense on its convertible debt in the third
quarter of fiscal 2013, of which $2.3 million was non-cash
interest expense.  There was no interest expense on the
convertible debt in the third quarter of fiscal 2014, as the
convertible debt was cancelled on the Effective Date in accordance
with the Reorganization Plan.  Partially offsetting this decline
was approximately $0.8 million of incremental term loan interest
expense related to an increase in average Successor term loan
borrowings as compared to the pre-bankruptcy term loan, partially
offset by a decrease in the borrowing rate.

   -- The Company recorded $0.9 million of expenses for
reorganization items in the third quarter of fiscal 2014, which
consisted primarily of fees associated with activities as part of
the Reorganization Plan.

   -- Net loss for the third quarter of fiscal 2014 was $30.1
million compared with a net loss of $109.9 million in the
comparable period last year.  On a diluted per share basis, net
loss was $30.14 for the three months ended January 25, 2014 as
compared to a net loss per diluted share of $5.81 in the three
months ended January 26, 2013.

   -- Adjusted earnings before income taxes, depreciation and
amortization (EBITDA) was ($14.6) million in the fiscal 2014 third
quarter as compared to ($17.9) million in the comparable fiscal
2013 period.

Process Improvement Program Update

In fiscal 2014, School Specialty launched a Process Improvement
Program to better align its operating groups, enhance systems and
processes and drive efficiencies to improve the customer
experience.  As part of this program, the Company's Salina, KS
distribution center was closed in the third quarter of fiscal
2014.  This facility is classified as held for sale on the January
25, 2014 consolidated balance sheet.  Additionally, as part of the
program, the Company also closed its Fresno, CA distribution
center and announced the build-out and reconfiguration of its
Mansfield, OH distribution center and warehouse.  All initiatives
in accordance with the distribution center consolidation are
tracking to plan; inventory has successfully been transitioned and
the Company is now gearing up for its upcoming peak selling
season.

School Specialty reaffirmed on March 5 that its primary work
streams associated with the various Process Improvement Programs
are tracking to plan and that it is on track to realize the
anticipated cost savings in fiscal 2014 and annualized cost
savings of $12-$15 million.  In addition to the distribution
center consolidation, the Company is focused on improving
operational efficiencies.  SKU rationalization programs, customer
care outsourcing initiatives, and Marketing and Merchandising
alignment efforts are all underway and progressing to plan.
Currently, there is a big emphasis on Sales & Operational Planning
and identifying key metrics and processes that will help drive
future business decisions and the Company's go-to-market strategy.
School Specialty has embarked on Phase II initiatives, which
includes detailed territory mapping and market segmentation, and a
competitive analysis across states and districts as the Company
seeks to return to growth in the upcoming fiscal years.  In
addition to the anticipated efficiencies and cost savings, School
Specialty expects to generate over $20 million in one-time cash
generation in fiscal 2014 and continues to look for other ways to
improve its financial performance and balance sheet.

Mr. Henderson continued, "Our organization has really come
together and is aligning behind a common goal -- servicing our
customers.  We've focused on improving our back-end support,
operations in particular, and we intend to do everything possible
to ensure our customers receive the products and solutions they
order on time and at the most competitive prices.  We've
re-established payment terms with a majority of our vendors, our
inventory position is clean, and we're pre-building furniture
solutions to meet anticipated customer requirements.  Our Supplies
business is showing signs of improvement as well, and while
curriculum sales are down, we believe we're well positioned over
the coming years, especially with the anticipated adoption of
Common Core Standards and Next Generation Science Standards.
While industry-wide challenges remain, the market and our business
are showing signs of stabilization and I am confident in our
ability to generate consistent returns for our stakeholders."

Nine Month Financial Results

Non-GAAP combined results for the nine months ended January 25,
2014 include results of operations for the Successor Company for
the thirty-three weeks ended January 25, 2014 and the Predecessor
Company for the six weeks ended June 11, 2013.  These results are
compared to the Predecessor Company for the nine months ended
January 26, 2013.

-- Combined revenues for the nine months ended January 25, 2014
were $522.5 million, an 8.3% decline from revenues of $569.8
million in the comparable year-ago period.  Distribution segment
combined revenues decreased 7.4% from the nine months ended
January 26, 2013.  Approximately $12 million and $18 million of
the decline were related to the supplies and furniture product
lines, respectively.  The decline in combined revenues was
primarily related to the fact that revenue in the back-to-school
season was adversely impacted by factors related to the Chapter 11
Cases.  The rate of decline in the Distribution segment's orders
has lessened, post-emergence, and the Company believes this
indicates a stabilization of revenue as it moves into the upcoming
back-to-school season.  Curriculum segment combined revenues
decreased 10.3% from the nine months ended January 26, 2013.
Approximately $5 million of the decline is related to large
curriculum orders from the prior year, which were not expected to
recur in the current year and approximately $9 million is related
to declines in the Company's student planner and agenda product
lines.  The Company is in the process of transitioning its agenda
offerings to digital formats, which should help offset future
declines.  Revenues through the first nine months of the year are
tracking in line with projections.

-- Combined gross margin for the nine months ended January 25,
2014 was 38.8% as compared to 39.6% for the nine months ended
January 26, 2013.  This decline is due to a combination of reduced
vendor rebates in the current year in the Company's Distribution
segment.  This decline was also due to lower margins in the
Curriculum segment, as sales for curriculum-related products are
under pressure until Common Core Standards are finalized across
states, and school budgets improve.

-- Combined SG&A expenses for the nine months ended January 25,
2014 were $184.9 million as compared to $202.7 million for the
comparable year-ago period, a decrease of $17.9 million.  This was
primarily a result of reduced catalog costs, lower personnel
costs, reductions in combined depreciation and intangible
amortization, and warehouse and freight savings.  Additionally,
the Company incurred $5.3 million of costs associated with process
improvement actions, and incurred $4.7 million of bankruptcy-
related costs, which were incurred in last year's third quarter.

-- Combined operating income for the nine months ended January
25, 2014 was $12.0 million as compared to an operating loss of
$22.8 million for the nine months ended January 26, 2013.  This
increase is related primarily to an impairment charge of $45.8
million in the prior year, partially offset by a combined $6.0
million of restructuring and other facility exit costs in the
current year.

-- Combined interest expense decreased $11.9 million from $27.3
million for the nine months ended January 26, 2013 to $15.4
million for the nine months ended January 25, 2014.  This was due
primarily to $11.3 million of interest expense on the Company's
convertible debt for the nine months ended January 26, 2013, of
which $6.8 million was non-cash interest expense.  Interest
expense on the convertible debt was not accrued subsequent to the
Chapter 11 filing and the convertible debt was canceled in
accordance with the Company's Reorganization Plan.  For the nine
months ended January 25, 2014, interest expense associated with
the Successor Company's New Term Loan was approximately $1.7
million greater than the Predecessor Company's term loan interest
expense for the nine months ended January 26, 2013 due to an
increase in average borrowings under the New Term Loan Credit
Agreement, as compared to the pre-bankruptcy term loan, partially
offset by a decrease in the interest rate.  Additionally, interest
expense for the nine months ended January 26, 2013 included $2.5
million of debt issuance cost write-offs, as compared to zero in
the current year, associated with the debt refinancing completed
in May 2012.

-- During the third quarter of fiscal 2013, the Company recorded
a $25.1 million prepayment charge related to the acceleration of
the obligations under the Bayside term loan credit agreement.  In
the second quarter of fiscal 2014, an agreement was reached with
Bayside, who retained $21 million and refunded the Company $5.4
million ($4.1 million of which was a partial refund of the early
termination fee and the balance of which was a recovery of
interest expense).  There was no additional activity related to
this item in the third quarter of fiscal 2014.

-- In the nine months ended January 25, 2014, the Company
recorded a $79.3 million net reorganization gain.  This consisted
of $162.4 million of cancellation of indebtedness income related
to the settlement of prepetition liabilities and changes in the
Predecessor Company's capital structure related to the
Reorganization Plan, offset by $30.2 million of fresh-start
adjustments, $21.4 million of cancellation of debt upon the
issuance of equity, $18.5 million of professional, financing and
other fees, $7.0 million of contract rejections and $5.1 million
of other reorganization adjustments.

-- Combined net income for the nine month period ended January
25, 2014 was $77.6 million compared with a net loss of $77.4
million in the comparable nine month period last year.  On a
diluted per share basis, net income was $5.53 for the nine months
ended January 25, 2014, as compared to a net loss per diluted
share of $4.09 for the nine months ended January 26, 2013.

-- Combined Adjusted EBITDA was $46.6 million in the fiscal 2014
nine month period as compared to $53.9 million in the comparable
fiscal 2013 period.  This decline was primarily related to lower
sales volumes for the comparable nine month periods, partially
offset by savings realized in SG&A.

Market Outlook

School Specialty on March 5 reaffirmed its prior revenue and
EBITDA guidance for fiscal 2014 and anticipates revenues will be
approximately $620 to $630 million, still trending towards the mid
to high-end of that range.  Additionally, the Company continues to
project Adjusted EBITDA of $40-$44 million.  Restructuring charges
in fiscal 2014 are expected to be in the range of $12 to $14
million.  Capital expenditures, previously estimated at $18
million, are expected to be approximately $16 to $17 million.

Mr. Henderson concluded, "As of the quarter end, our outstanding
borrowings on our new term loan were just over $144 million, with
nothing outstanding on our ABL.  We will continue to take steps to
improve our capital position and generate cash flow in order to
free up resources to invest in our business.  Our Board,
management team and all employees remain committed to improving
the customer experience and enhancing long-term value for all
stakeholders."

School Specialty intends to publish an accompanying presentation
on its financial results shortly.  The Company will not be hosting
a teleconference, but management will be available to address
questions after the filing of this supplemental information.

                     About School Specialty

Based in Greenville, Wisconsin, School Specialty is a supplier of
educational products for kindergarten through 12th grade. Revenue
in 2012 was $731.9 million through sales to 70% of the
country's 130,000 schools.

School Specialty and certain of its subsidiaries filed voluntary
petitions for reorganization under Chapter 11 (Bankr. D. Del.
Lead Case No. 13-10125) on Jan. 28, 2013.  The petition estimated
assets of $494.5 million and debt of $394.6 million.

The Debtors are represented by lawyers at Paul, Weiss, Rifkind,
Wharton & Garrison LLP and Young, Conaway, Stargatt & Taylor, LLP.
Alvarez & Marsal North America LLC is the restructuring advisor
and Perella Weinberg Partners LP is the investment banker.
Kurtzman Carson Consultants LLC is the claims and notice agent.

The ABL Lenders are represented by lawyers at Goldberg Kohn and
Richards, Layton and Finger, P.A.  The Ad Hoc DIP Lenders led by
U.S. Bank are represented by lawyers at Stroock & Stroock & Lavan
LLP, and Duane Morris LLP.  The lending consortium consists of
some of the holders of School Specialty Inc.'s 3.75% Convertible
Subordinated Notes Due 2026.

The Official Committee of Unsecured Creditors appointed in the
case is represented by lawyers at Brown Rudnick LLP and Venable
LLP.

Bayside is represented by Pepper Hamilton LLP and Akin Gump
Strauss Hauer & Feld LLP.

School Specialty in April 2013 decided to reorganize rather than
sell.  The company filed a so-called dual track plan that called
for selling the business at auction on May 8 or reorganizing while
giving stock to lenders and unsecured creditors.  The company
later served a notice that the auction was canceled and the plan
would proceed by swapping debt for stock to be owned by lenders,
noteholders, and unsecured creditors.  School Specialty's Second
Amended Plan of Reorganization became effective, and the Company
emerged from Chapter 11 protection in June 2013.  The plan gave
87.5 percent of the reorganized company's stock to lenders who
provided $155 million in replacement financing, for a predicted
full recovery.  Noteholders owed $170.7 million took the other
12.5 percent of the stock, for an estimated 6 percent recovery.


SEDONA DEVELOPMENT: Seeks Entry of Final Decree Closing Cases
-------------------------------------------------------------
Reorganized Debtor, Villa Renaissance, LLC, has asked the U.S.
Bankruptcy Court for the District of Arizona to enter final
decrees and to close the cases of Sedona Development Partners,
LLC, et al., effective as of Dec. 31, 2013.

The Debtors Sedona Development and The Club at Seven, and
Specialty Mortgage Corp. confirmed their Joint Plan of
Reorganization dated Feb. 6, 2013.

Pursuant to the Joint Plan, the operations of the Debtors were
consolidated under Villa Renaissance as the Reorganized Debtor,
which was vested, as of the effective date of the Joint Plan, with
all property of the Debtors' estates that were not transferred to
creditors as provided in the Joint Plan.

Since the entry of the confirmation order, the Reorganized Debtor
has substantially consummated the provisions of the Joint Plan in
that the debts have been paid or satisfied in compliance and in
accordance with the Joint Plan.

                 About Sedona Development Partners

Sedona Development Partners owns an 18-hole golf course and
related properties, including luxury villas, a practice park,
range house, tennis courts and related facilities in Sedona,
Arizona, known generally as Seven Canyons.  The Club at Seven
Canyons, LLC, operates the golf course and related facilities for
SDP.  SDP is the manager and sole member of the Club.

Sedona Development Partners filed for Chapter 11 bankruptcy
protection (Bankr. D. Ariz. Case No. 10-16711) on May 27, 2010.
The Club at Seven Canyons filed a separate Chapter 11 petition
(Bankr. D. Ariz. Case No. 10-16714).  John J. Hebert, Esq., Philip
R. Rudd, Esq., and Wesley D. Ray, Es., at Polsinelli Shughart PC,
in Phoenix, Ariz., assist the Debtors in their restructuring
efforts.  Lender Specialty Trust is represented by Joseph E.
Cotterman, Esq., and Nathan W. Blackburn, Esq., at Gallagher &
Kennedy, P.A.  Sedona disclosed $29,171,168 in assets and
$121,679,994 in liabilities.

Sedona Development Partners, LLC, and The Club at Seven Canyons,
LLC, filed with the U.S. Bankruptcy Court for the District of
Arizona on June 17, 2011, a second amended joint disclosure
statement in support of their second amended joint pan of
reorganization.  The Debtors' disclosure statement was approved on
June 28, 2011.


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.


SEVEN ARTS: Delays Form 10-Q for Dec. 31 Quarter
------------------------------------------------
Seven Arts Entertainment Inc. was unable to timely file its
quarterly report on Form 10-Q for the fiscal quarter ended
Dec. 31, 2013, due to a delay in completing the financial
statements required to be included therein, and the review
procedures related thereto, which delay could not be eliminated by
the Company without unreasonable effort and expense.  In
accordance with Rule 12b-25 of the Securities Exchange Act of
1934, the Company expects to file the Form 10-Q for the quarter
ended Dec. 31, 2013, no later than the fifth calendar date
following the proscribed due date.

                          About Seven Arts

Los Angeles-based Seven Arts Entertainment, Inc. (OTC QB: SAPX)
was founded in 2002 as an independent motion picture production
and distribution company engaged in the development, acquisition,
financing, production and licensing of theatrical motion pictures
for exhibition in domestic (i.e., the United States and Canada)
and foreign theatrical markets, and for subsequent worldwide
release in other forms of media, including home video and pay and
free television.

The Company reported a net loss of $22.4 million on $1.5 million
of total revenue for the fiscal year ended June 30, 2013, compared
with a net loss of $11.2 million on $4.1 million of total revenue
for the fiscal year ended June 30, 2012.

The Hall Group, CPAs, in Dallas, Texas, expressed substantial
doubt about the Company's ability to continue as a going concern
following the financial results for the year ended June 30, 2013,
citing the Company's recurring losses from operations and net
capital deficiency.

As of Sept. 30, 2013, the Company had $15.58 million in total
assets, $23.93 million in total liabilities and a $8.35 million
total shareholders' deficit.


SFX ENTERTAINMENT: S&P Assigns 'B-' CCR; Outlook Negative
---------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B-'
corporate credit rating to New York City-based SFX Entertainment
Inc. (SFXE).  The outlook is negative.

At the same time, S&P assigned the company's $220 million senior
secured second-lien notes an issue-level rating of 'B-' with a
recovery rating of '3', indicating S&P's expectation for
meaningful (50% to 70%) recovery for lenders in the event of a
payment default.

"We base the 'B-' corporate credit rating on our assessment of
SFXE as a company rapidly expanding through acquisitions in the
electronic dance music live event niche," said Standard & Poor's
credit analyst Christopher Thompson.  "Our business risk
assessment of SFXE is 'vulnerable,' because of the company's
limited track record, acquisitive growth strategy, lack of
business diversity, risks associated with the company's founder
leading its strategy (key personnel risk), and headline risks
related to substance abuse at its events," he added.

S&P assess the company's financial risk profile as "highly
leveraged," based on SFXE's proposed financing and current free
cash flow deficit.  S&P's management and governance assessment of
SFXE is "fair."

The outlook is negative.  SFXE lacks sufficient history as a
stand-alone company, and the future operating performance of the
consolidated entity is uncertain.  S&P views the company as
subject to significant key personnel risk, as well as execution
risk related to its acquisitive strategy.  If the company's
business model ultimately proves to be sustainable, the company
will likely experience increased competition from other players in
the live entertainment industry that have more substantial
financial resources.  S&P also sees the risk that the company's
proposed marketing partnerships fail to have a meaningful
contribution to operating performance.  Additionally, EDM's
popularity could decrease in the future, especially if substance
abuse or other adverse incidents diminish the popularity of the
company's events.

S&P views a downgrade as more probable than an upgrade in the
intermediate term.  A downgrade would likely entail significantly
lower-than-expected attendance at the company's live events, which
could be caused by a weak global economy or a lack of interest in
electronic music.  A downgrade is also possible if the company
does not achieve enough scale through its live events and
marketing partnerships to support meaningful EBITDA expansion,
resulting in cash flow becoming insufficient to cover the interest
burden on the proposed debt.

S&P would consider revising the outlook to stable if it become
convinced that the company's recent and pending acquisitions are
delivering consistent operating performance, resulting in free
cash flow generation that facilitates debt leverage consistently
below 5x.


SOLOMONS ONE: Assignment of Contract Rights Not Valid
-----------------------------------------------------
Bankruptcy Judge Thomas J. Catliota granted summary judgment to
Solomons One, LLC, on Count 1 of its lawsuit against V. Charles
Donnelly and Deborah Steffen, and declared that the Assignment of
Contract Rights dated December 4, 2012, executed by Mr. Donnelly
and Ms. Steffen is to be avoided and of no further force or
effect.  Judge Catliota said the Assignment was not authorized in
accordance with the terms of the Debtor's operating agreement.

Judge Catliota said Count 2 of the Complaint (which seeks to avoid
the Assignment as a preference), Count 3 (which seeks to avoid the
Assignment as a constructive fraudulent conveyance), and Count 4
(which seeks to avoid the Assignment as an actual fraudulent
conveyance) are dismissed without prejudice as moot.

Mr. Donnelly and Ms. Steffen, along with four other individuals,
are members of Solomons One.  The primary dispute centers on an
Assignment of Contract Rights dated December 4, 2012, executed by
the Defendants.  The Assignment purports to assign from Solomons
One to Mr. Donnelly, in trust for the benefit of the members of
the Debtor, certain rights to construct a pier on the Patuxent
River adjacent to real property partially owned by the Debtor.
The pier rights are the subject of state court litigation against
the State of Maryland and Calvert County, Maryland, that seeks to
establish the scope and value of those rights.  The litigation has
been stayed by the bankruptcy case. The litigation can continue
once the dispute over who holds those rights, and in turn, who can
pursue the litigation, is resolved.

The Debtor, as Plaintiff, disputes that the Assignment is valid or
was properly authorized by its members. In four counts of the
complaint, the Plaintiff seeks an order avoiding the Assignment.
Count 1 seeks an order declaring that the Assignment was not
authorized in accordance with the terms of the Plaintiff's
operating agreement. Count 2 seeks to avoid the Assignment as a
preference, while Counts 3 and 4 seek to avoid the Assignment as a
constructive or actual fraudulent transfer, respectively. In three
counts of the complaint, the Plaintiff seeks damages from one or
both of Defendants for their actions arising from the execution
and recording of the Assignment, namely, for legal malpractice
against Donnelly (Count 5), intentional misrepresentation and
fraud against Defendants (Count 6) and usurpation of corporate
opportunity against Donnelly (Count 7). In Count 8, the Plaintiff
seeks damages against Mr. Donnelly for violating the automatic
stay under 11 U.S.C. Sec. 362 based on a post-petition filing he
made in the state court litigation.

The Defendants filed a motion to dismiss or for summary judgment,
which the Plaintiff opposes, and the Plaintiff filed a cross
motion for summary judgment on Counts 1, 4 and 8, opposed by the
Defendants.  The court held a hearing on the motions on Feb. 21,
2014.

The Plaintiff is actively seeking to sell the real property which
purportedly is benefited from the pier rights, and the sale
process would be enhanced if the state court litigation over the
pier rights is resolved timely, or at least, if the question of
who holds the right to pursue the state court litigation claim is
resolved.

In his ruling, Judge Catliota said the court will resolve the
motions to the extent necessary to determine who holds the pier
rights, and will defer the remaining issues raised in the motions
for a more orderly resolution.

The case is, The case is, Solomons One, LLC Plaintiff, v. V.
Charles Donnelly and Deborah Steffen Defendants, Adv. Proc. No.
13-00580-TJC (Bankr. D. Md.).  A copy of the Court's March 4,
2014 "Proposed Statement Of Material Facts Not In Dispute And
Proposed Conclusions Of Law Granting Summary Judgment To Plaintiff
On Count 1" is available at http://is.gd/MbouGVfrom Leagle.com.

Solomons One, LLC, is a limited liability company formed in 2005
under the laws of the State of Maryland.  Solomons One's members,
and their purported ownership interests, are: Dr. Alfred
Greenberg, Halina Greenberg jointly 48-1/3%; Catherine Erickson-
File; 2-1/3%; Christine McNelis 1%; V. Charles Donnelly 24-1/3%;
and Deborah A. Steffen 24%.

Solomons One was formed to acquire, purchase, lease, sell and
develop the real property located at 14538 Solomons Island Road,
Solomons, Maryland.  It entered into a joint venture with McNelis
to purchase the Property.  It a 70% fee simple interest in the
Property and McNelis acquired the remaining stake.  The Property
includes a commercial office building, which is leased out to
several businesses, and a small cottage, which is leased out as a
residence.

Solomons One sought Chapter 11 protection (Bankr. D. Md. Case No.
13-24475) on Aug. 23, 2013, listing under $1 million in both
assets and debts.  Copies of the petition and list of crditors are
available at:

     http://bankrupt.com/misc/mdb13-24475p.pdf
     http://bankrupt.com/misc/mdb13-24475c.pdf

Solomons One is represented by Susan Jaffe Roberts, Esq., at
Whiteford, Taylor & Preston, LLP, as counsel.


SPRINGLEAF HOLDINGS: S&P Revises Outlook to Pos. & Affirms B- ICR
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Springleaf Finance Corp. to positive from stable and affirmed its
'B-' long-term issuer credit rating.  At the same time, S&P
assigned its 'B-' issuer credit rating and positive outlook on
Springleaf Holdings Inc. (Springleaf).

The 'B-' issuer credit rating and positive outlook reflects
Springleaf's declining leverage, reduced 2017 debt tower, growing
access to funding through the securitization markets, and
improving earnings.

Springleaf began taking significant remedial steps to reduce the
company's 2017 debt maturities, which began the year at
$7.4 billion.  Over 2013, the company was able to restructure the
amount maturing in 2017 to $2.4 billion.  This $5 billion
restructure was accomplished by using $1.45 billion from two
residential mortgage-backed securitizations (RMBS) to pay down
debt, issuing $1.25 billion in unsecured notes (staggered
maturities starting in 2020), and extending $750 million of its
secured term loan until 2019.  The company's capital position also
benefited from $231 million in equity that the company raised in
connection with its recent IPO.  As a result of all of these
transactions, Springleaf's debt to adjusted total equity (ATE) has
declined to 7.8x as of Sept. 30, 2013, from 9.0x at the end of
2012.

"Despite some recent positive developments, our ratings on
Springleaf reflect the company's high leverage, dependence on
wholesale funding, financial sponsor ownership, and stressed
liquidity profile as the company continues to deleverage its
balance sheet," said Standard & Poor's credit analyst Stephen
Lynch.  "The company's limited competition in the nonprime
consumer lending market and prudent underwriting policies are
countervailing strengths to the rating."

The positive outlook recognizes the firm's improved debt maturity
ladder, recent access to the securitization market, slowly
improving earnings, and existing cash holdings.

S&P could raise the ratings on the firm if management obtains more
stable funding for its consumer lending business, if earnings show
stable growth, or if debt to equity were to fall sustainably below
5x.

"We could revise the outlook to stable or lower the rating if
Springleaf has trouble securitizing its consumer loan portfolio,
if earnings metrics deteriorate, or if management chose a more
aggressive financial policy," said Mr. Lynch.

S&P could also lower the rating if leverage were to unexpectedly
start to increase or if the company's liquidity position
deteriorates.


SPIRIT AEROSYSTEMS: Moody's Rates $540MM Secured Term Loan 'Ba1'
----------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to Spirit's
planned $540 million secured term loan B, the proceeds of which
will be used to refinance Spirit's existing $550 million secured
term loan B. All other ratings are unaffected.

Ratings assigned:

  $540 million senior secured term loan B due 2020, assigned at
  Ba1, LGD3, 33%

Ratings unaffected:

  Corporate Family Rating, Ba2

  Probability of Default Rating, Ba2-PD

  $650 million senior secured revolver due 2017, Ba1, LGD3, 33%

  $550 million senior secured term loan due 2019, Ba1, LGD3, 33%

  $300 million senior notes due 2017, Ba3, LGD5, 81%

  $300 million senior notes due 2020, Ba3, LGD5, 81%

  $300 million senior notes due 2022, Ba3, LGD5, 81%

  Speculative Grade Liquidity Rating, SGL-3

Rating Outlook: Negative

The Ba2 corporate family rating reflects the company's leading
position in the aerostructures market, Spirit's role as a critical
supplier to Boeing on key aircraft, and credit metrics--excluding
forward loss charges--which are supportive for the rating
category. Spirit's SGL-3 rating reflects an adequate liquidity
profile and expectations of improving cash generation in the near-
term following several years of volatile cash flows.

The negative rating outlook incorporates continued concerns
surrounding the company's forward loss charges and 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 that gave rise
to these charges.

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.


STAFFORD MANAGEMENT: Case Summary & 11 Unsecured Creditors
----------------------------------------------------------
Debtor: Stafford Management I LLC
        5840 Bannecker Road, Suite 110
        Columbia, MD 21044-3188

Case No.: 14-10787

Chapter 11 Petition Date: March 5, 2014

Court: United States Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Judge: Hon. Robert G. Mayer

Debtor's Counsel: Robert Easterling, Esq.
                  ROBERT B. EASTERLING, ATTORNEY
                  2217 Princess Anne St., Ste. 100-2
                  Frederickburg, VA 22401
                  Phone: (540)373-5030
                  Email: eastlaw@easterlinglaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Michael A. Carnock, manager.

A list of the Debtor's 11 largest unsecured creditors is available
for free at http://bankrupt.com/misc/vaeb14-10787.pdf


STEAK N SHAKE: Moody's Assigns 'B2' Corp. Family Rating
-------------------------------------------------------
Moody's Investors Service assigned B2 Corporate Family and B2-PD
Probability of Default Ratings to Steak n Shake Operations, Inc.
("Steak n Shake") and assigned B1 ratings to the company's
proposed $250 million senior secured credit facilities, which will
consist of a $30 million revolving credit facility and $220
million term loan. The ratings outlook is stable.

Proceeds from the proposed term loan will be used primarily to
refinance existing debt, put $55 million of cash on the balance
sheet to be used for permitted investments (including capital
spending, acquisitions and investments), and fund a $50 million
cash dividend to Steak n Shake's parent company, Biglari Holdings
Inc. ("BH").

The assigned ratings are subject to review of final documentation.

Ratings assigned:

Corporate Family Rating (CFR) at B2;

Probability of Default Rating (PDR) at B2-PD;

$30 million senior secured revolver due 2019 at B1 (LGD3, 43%);

$220 million senior secured term loan due 2021 at B1 (LGD3, 43%)

The ratings outlook is stable

Ratings Rationale

Steak n Shake's B2 Corporate Family Rating reflects the high pro
forma debt and leverage stemming from the proposed transaction.
The company's financial policy is aggressive due to its history of
paying significant dividends to BH. The company is once again
increasing leverage to bring future cash flow forward in order to
fund a dividend to BH and make other investments. While the
proposed credit facilities will set limits on future dividends,
investments and acquisitions, future shareholder friendly
activities could still occur. For the twelve month period ended
December 18, 2013, pro forma lease-adjusted leverage is expected
to approach 6.0 times and interest coverage is expected to fall
below 2.0 times. Operating performance has softened over the last
twelve months as customer traffic gains have slowed, but remain
positive, and did not offset increased commodity costs and
significant investments being made to affect future growth. The
rating also reflect the company's relatively modest scale in terms
of revenue, number of units, and narrow product offering, as well
as potential fluctuations in operating performance related to
continued weak consumer spending and significant exposure to
commodity inputs such as beef.

The B2 rating also reflects Steak n Shake's strong brand awareness
in its core markets, with geographic reach across 28 states in the
Midwestern and Southern United States, and established track
record of profitable growth led by consistently positive same
store sales, particularly customer traffic, over the past several
years. Liquidity is good, with a sizeable pro forma cash balance,
positive free cash flow and excess revolver availability expected
to more than cover cash flow needs over the next twelve months,
including a significant increase in capital spending for growth
initiatives and store remodeling. The proposed revolver will
contain a minimum leverage financial covenant under which ample
cushion is expected to be set.

The B1 rating assigned to the first lien credit facilities reflect
the first lien position on all assets of the company except
certain equity interests in Cracker Barrel Old Country Store, Inc.
and Lion fund II, L.P., and company-owned real estate, the latter
of which lenders will have a springing lien upon the incurrence of
default or if Fixed Charge Coverage (as defined in the credit
agreement) falls below 1.0 time. These excluded assets comprise
over 50% of company assets as of December 18, 2013. The facilities
benefit from the sizeable amount of junior claims in the capital
structure, including accounts payable and leases.

The stable rating outlook assumes that Steak n Shake will
effectively manage growth while maintaining good liquidity and
moderately reducing leverage. Sustained growth in revenue and
profitability while demonstrating the willingness and ability to
achieve and maintain leverage below 5.0 times could lead to a
ratings upgrade. Ratings could be downgraded if operating
performance were to materially weaken, or if financial policies
were to become more aggressive, leading to sustained deterioration
in credit metrics or weaker liquidity. Debt/EBITDA sustained over
6.0 times, or interest coverage falling below 1.25 times, could
lead to a downgrade.

Steak n Shake is a restaurant chain that primarily serves burgers
and milk shakes, operating 418 company owned restaurants and
franchising 108 units in 28 states (including one international
location). As a wholly-owned subsidiary of Biglari Holdings Inc.
(NYSE: BH), Steak n Shake generated about $742 million of revenue
in the latest twelve month period ended December 18, 2013.

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


STELERA WIRELESS: Taps HSPG & Associates as Tax Provider
--------------------------------------------------------
Stelera Wireless LLC asks the U.S. Bankruptcy Court for the
Western District of Oklahoma for permission to employ HSPG &
Associates PC as accounting and tax services provider.

The Debtor tells the Court that Eric F. Percival and David
Gaither, partners at the firm, will be primarily responsible for
the accounting and tax services provided to the Debtor in this
matter.

The firm will be required to render include, providing any
accounting and tax services necessary to complete the dissolution
of the Debtor including, but not limited to, completion of tax
returns, investigating and resolving any outstanding tax issues,
accounting and tax services needed to ensure the closing of the
FCC License sales, and other general accounting and tax
activities.

The firm's current hourly rates for work of this nature:

   Partners   $200
   Managers   $125
   Staff      $100

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

                    About Stelera Wireless, LLC

Stelera Wireless, LLC, filed a Chapter 11 petition (Bankr. W.D.
Okla. Case No. 13-13267) on July 18, 2013.  Tim Duffy signed the
petition as chief technology officer/manager.  Judge Niles L.
Jackson presides over the case.  The Debtor disclosed $18,005,000
in assets and $30,809,314 in liabilities as of the Chapter 11
filing.

Christensen Law Group, PLLC, serves as the Debtor's primary
counsel.  Mulinix Ogden Hall & Ludlam, PLLC, serves as additional
bankruptcy counsel.  Wilkinson Barker Knauer, LLP, serves as the
Debtor's special counsel.  American Legal Claims Services, LLC
serves as official noticing agent.  Falkenberg Capital Corporation
serves as the Debtor's broker.

The official committee of unsecured creditors is represented by
attorneys at Gablegotwals.

The Troubled Company Reporter reported on Dec. 10, 2013, the Hon.
Niles Jackson of the U.S. Bankruptcy Court for the Western
District of Oklahoma authorized Stelera Wireless to sell its
Federal Communications Commission licenses to: AT&T Mobility
Spectrum LLC, as purchaser; and Atlantic Tele-Network, Inc., as
backup purchaser.  In an auction held Nov. 20, 2013, AT&T's bid
was the highest and best offer for the FCC licenses, while
Atlantic's, the stalking horse purchaser, was the second highest.
Pursuant to the APA, the aggregate purchase price to be paid by
AT&T will be $6,020,000.

Judge Jackson has extended the Debtor's exclusive periods to file
a Chapter 11 Plan until May 1, 2014, and solicit acceptances for
that Plan until July 1.


STERLING BLUFF: Court Approves Hiring of Stone & Baxter as Counsel
------------------------------------------------------------------
The Hon. Edward J. Coleman, III of the U.S. Bankruptcy Court for
the Southern District of Georgia authorized Sterling Bluff
Investors LLC to employ Stone & Baxter, LLP as attorneys.

As reported in the Troubled Company Reporter, Stone & Baxter will
undertake this representation at their standard hourly rates,
which now range $195 to $425 for each attorney, and $125 per hour
for research assistants and paralegals, including all travel time.
The rates are subject to periodic adjustment by the firm.

The firm is currently holding $41,000 as a retainer, which was
paid with funds loaned to the Debtor by SBI Loan, LLC, an
affiliate of the Debtor.

Austin E. Carter, Esq., a partner at the firm, attests that Stone
& Baxter does not hold or represent any interest adverse to the
Debtor or the estate and the firm and its attorneys are
disinterested persons.

                       About Sterling Bluff

Sterling Bluff Investors, LLC, a Georgia limited liability company
formed for the purpose of acquiring and owning lots in a
subdivision known as the Ford Plantation, Bryan County, Georgia,
and also certain club memberships in the Ford Plantation Club,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
S.D. Ga. Case No. 14-40200) in Savannah, Georgia, on Feb. 3, 2014.

The Debtor's counsel is Austin E. Carter, Esq., at Stone & Baxter,
LLP, in Macon, Georgia.

The Debtor estimated assets and debt of $10 million to $50
million.

The petition was signed by Michael Greene, manager.


SWA BASELINE: Court Approves Engelman Berger as Counsel
-------------------------------------------------------
SWA Baseline, LLC sought and obtained permission from the Hon.
Brenda Moody Whinery of the U.S. Bankruptcy Court for the District
of Arizona to employ Engelman Berger, P.C. as counsel, effective
Feb. 5, 2014.

The Debtor requires Engelman Berger to:

   (a) advise the Debtor with respect to its powers and duties as
       debtor-in-possession in the continued management and
       operation of its business and property;

   (b) represent the Debtor at all interviews, meetings, Court
       hearings, adversary proceedings or contested matters that
       have been or may be filed herein;

   (c) attend meetings and negotiate with representatives of
       creditors and other parties-in-interest and advising and
       consulting on the conduct of this bankruptcy case,
       including all of the legal and administrative requirements
       of operating in chapter 11;

   (d) assist the Debtor with the preparation of its Schedules of
       Assets and Liabilities and Statements of Financial Affairs;

   (e) advise the Debtor with respect to any contemplated sales of
       assets and business combinations, formulating and
       implementing appropriate closing procedures for such
       transactions, and preparing and prosecuting all motions
       and pleadings necessary to obtain the Court's authorization
       for such transactions;

   (f) advise the Debtor with respect to any post-petition
       financing and cash collateral arrangements; negotiating,
       drafting and prosecuting all documents, motions and
       pleadings relating thereto;

   (g) advise the Debtor on all matters relating to the
       assumption, rejection or assignment of unexpired leases and
       executory contracts;

   (h) advise the Debtor with respect to legal issues arising in
       or relating to the Debtor's ordinary course of business,
       including attending meetings of management, financial and
       turnaround advisors, property management firms, and other
       professionals employed by the Debtor;

   (i) take all necessary actions to protect and preserve the
       Debtor's estate, including the prosecution of actions on
       the Debtor's behalf, the defense of any actions commenced
       against the Debtor, objecting to claims filed against the
       Debtor's estate, and negotiating and effecting settlements
       of the same;

   (j) prepare, negotiate and take all actions necessary to obtain
       approval and confirmation of a disclosure statement, plan
       of reorganization and related agreements and documents; and

   (k) perform all other legal services relating to the
       administration and conduct of the Debtor's estate in its
       efforts to reorganize.

Engelman Berger will be paid at these hourly rates:

       Shareholders               $375-$500
       Associates                 $220-$350
       Paralegals                 $175-$185

Engelman Berger will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Prior to the Filing Date, Engelman Berger provided legal
representation and advice to the Debtor relating to insolvency
work and collection defense.  Engelman Berger received a retainer
from the Debtor of $180,000, for its services in this regard, and
for its services as bankruptcy counsel for the Debtor.

Engelman Berger has offset its pre-petition fees and costs in the
amount of $23,697 against the Retainer, which included the $1,213
bankruptcy filing fee.  Accordingly, Engelman Berger has been
compensated for all known fees and reimbursed for all known
expenses incurred before the chapter 11 filing.

In accordance with the Amendment to the Retainer Agreement that
the Debtor executed on Feb. 4, 2014, the Debtor agreed that
Engelman Berger will use up to $25,000 of the Retainer, subject to
funds availability, to fund the retainers, fees and costs of
experts engaged by the Firm to assist with the Chapter 11
proceedings.  Engelman Berger has provided legal representation
and advice to the Debtor prior to the Filing Date relating to
insolvency work and collection defense.

Thus, prior to the Filing Date, Engelman Berger also paid a $1,000
retainer to an expert consultant, as described in the preceding
paragraph.

Engelman Berger presently holds the remaining retainer of $154,020
in its Trust Account, and will not apply any of these funds
without Court approval.

Patrick A. Clisham, shareholder of Engelman Berger, 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.

Engelman Berger can be reached at:

       Patrick A. Clisham, Esq.
       ENGELMAN BERGER, P.C.
       3636 North Central Avenue, Suite 700
       Phoenix, AZ 85012
       Tel: (602) 222-4968
       Fax: (602) 222-4999
       E-mail: pac@eblawyers.com

                       About SWA Baseline

SWA Baseline, LLC, a Single Asset Real Estate as defined in 11
U.S.C. Sec. 101(51B), filed a Chapter 11 bankruptcy petition
(Bankr. D. Ariz. Case No. 14-01418) on Feb. 5, 2014.  Andrew J.
Briefer signed the petition as designated representative.  Patrick
A. Clisham, Esq., at Engelman Berger PC, in Phoenix, serves as the
Debtor's counsel.  The Hon. Brenda Moody Whinery oversees the
case.


SWJ HOLDINGS: Management Unit Files for Chapter 11 in Delaware
--------------------------------------------------------------
SWJ Holdings, LLC filed a Chapter 11 bankruptcy petition (Bankr.
D. Del. Case No. 14-10376) on Feb. 25, 2014, estimating $10
million to $50 million in assets and less than $10 million in
liabilities.

A related entity -- SWJ Management, LLC -- filed for Chapter 11
protection (Bankr. D. Del. Case No. 14-10460) on March 3, 2014.
It estimated $10 million to $50 million in assets and $1 million
to $10 million in liabilities.

Judge Christopher S. Sontchi is assigned to the case.

Bruce Duke, Esq., in Mount Laurel, New Jersey, serves as counsel
to the Debtors.

According to the docket, the schedules of assets and liabilities
and the statement of financial affairs of SWJ Management are due
March 18, 2014.  The Debtor's Chapter 11 plan and disclosure
statement are due July 1, 2014.


SWJ HOLDINGS: Bankruptcy Filing Improper, Owners Allege
-------------------------------------------------------
Jeffrey R. Pocaro, Esq. -- jrpesq@aol.com -- in Fanwood, New
Jersey, wrote a letter to Judge Christopher Sontchi of the U.S.
Bankruptcy Court for the District of Delaware alleging that Bruce
Duke and Richard Annunziata should be sanctioned with fines for
improper filing of a falsified bankruptcy petition for SWJ
Holdings, LLC.

Mr. Pocaro relates that he represents SWJ Holdings, and the 70%
owners of SWJ Holdings, headed by managing member William Mournes,
have asked him to write the Court about the partial bankruptcy
petition.  Mr. Pocaro pointed out, among other things, that Mr.
Duke is a New Jersey attorney that is not admitted to practice law
in the State of Delaware.  He further pointed out that SWJ
Holdings does not operate out of 443 Austin Road, in Mahopac, New
York, and does not maintain an office at 2711 Centerville Road,
Suite 400, in Wilmington, Delaware.  The Wilmington address,
according to Mr. Pocaro, is for the registered agent for service,
Corporation Service Company.

Mr. Pocaro adds that Mr. Annunziata does not own 30% of SWJ
Holdings as the sale of the 30% ownership from Steven Podell was
never approved by the 70% owners of SWJ Holdings, as required by
the company's operating agreement.

"The bankruptcy was simply filed in a bold, but stupid attempt to
gain a tactical advantage in ongoing litigation," Mr. Pocaro
asserts.  The litigation Mr. Pocaro was referring to is entitled
Mocco v. Licata, pending in the Superior Court of New Jersey.

SWJ Holdings, LLC, sought protection under Chapter 11 of the
Bankruptcy Code on Feb. 25, 2014 (Case No. 14-10376, Bankr.
D.Del.).  The Debtor's counsel is Bruce Duke, Esq., in Mount
Laurel, New Jersey.  The Debtor has estimated assets ranging from
$10 million to $50 million and estimated debts ranging from $1
million to $10 million.  The petition was signed by Richard
Annunziata, managing member.


TENET HEALTHCARE: Moody's Rates $400MM Sr. Secured Notes 'B3'
-------------------------------------------------------------
Moody's Investors Service assigned a B3 (LGD 5, 81%) rating to
Tenet Healthcare Corporation's proposed offering of $400 million
of senior unsecured notes due 2019. Moody's understands that the
proceeds of the offering will be used for general corporate
purposes, including the repayment of amounts outstanding under the
company's revolving credit agreement. Given that Moody's do not
expect an increase in leverage from this offering, there is no
change to the existing ratings of the company, including the B1
Corporate Family Rating and B1-PD Probability of Default Rating.
The stable rating outlook is unchanged.

Moody's rating actions are summarized below.

Ratings assigned:

$400 million senior unsecured notes due 2019 at B3 (LGD 5, 81%)

LGD assessments revised:

Senior secured notes to Ba3 (LGD 3, 30%) from (LGD 3, 31%)

Senior unsecured notes to B3 (LGD 5, 81%) from (LGD 5, 82%)

Ratings Rationale

Tenet's B1 Corporate Family Rating reflects Moody's expectation
that debt to EBITDA will be high following the acquisition of
Vanguard Health Systems but will return to a level approaching 5.0
times by the end of 2014. Moody's anticipates that improvement in
credit metrics will result from a combination of realized
synergies from the acquisition and benefits from the
implementation of the provisions of the Affordable Care Act.
Offsetting some of the benefit of healthcare reform is Moody's
expectation that certain industry challenges will likely continue,
including pricing pressure from changes in Medicare reimbursement,
slower growth in healthcare utilization as co-pay and deductible
amounts increase and higher expenses associated with physician
alignment initiatives. The rating also incorporates Moody's
expectation that the company will remain disciplined in the use of
incremental debt for acquisitions or shareholder initiatives until
leverage is reduced from the pro forma acquisition level. Finally,
Moody's anticipates that free cash flow will be modest in the near
term given significant capital spending requirements and will
limit the ability to meaningfully repay debt.

Given that Moody's anticipates improvement in the credit metrics
from pro forma levels throughout 2014, an upgrade of the rating in
the near term is not expected. However, the rating could be
upgraded if the company is able to reduce and maintain leverage
below 4.0 times.

Moody's could downgrade the rating if the company fails to see the
expected improvements in operating performance, experiences
disruptions in the integration of the Vanguard operations or
increases leverage for acquisitions or shareholder initiatives
such that debt to EBITDA will be sustained above 5.0 times.
Moody's could also downgrade the rating if free cash flow, prior
to discretionary reinvestment in the business, is expected to be
negative.

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

Tenet, headquartered in Dallas, Texas, is one of the largest for-
profit hospital operators by revenues. At December 31, 2013 the
company's subsidiaries operated 77 hospitals as well as 183
outpatient centers. The company also offers other services,
including revenue cycle management, health care information
management and patient communications services. Tenet generated
revenue of approximately $11.1 billion for the year ended December
31, 2013 after considering the provision for doubtful accounts.


TENET HEALTHCARE: S&P Assigns 'CCC+' Rating to $600MM Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its
'CCC+' issue-level rating (two notches below the 'B' corporate
credit rating on the company) to Tenet Healthcare Corp.'s proposed
$600 million senior unsecured notes.  S&P assigned a '6' recovery
rating, indicating its expectation of negligible (0% to 10%)
recovery for lenders in the event of a payment default.  The notes
will be sold pursuant to Rule 144A under the Securities Act.
Tenet will use the proceeds for general corporate purposes, and to
repay existing senior unsecured indebtedness.  The issue-level
ratings are the same as S&P's existing senior unsecured ratings.

S&P's ratings on Dallas-based Tenet reflect its "weak" business
risk profile highlighted by reimbursement risk and some reliance
on its top three states for nearly half of total revenues.  In
addition, Tenet operates in several large markets that S&P
believes are competitive.

S&P incorporated its expectation that adjusted debt leverage will
remain above 5x into its revision of the company's financial risk
profile to "highly leveraged" from "aggressive".  Significant
capacity on its revolving credit facility and lack of covenant
pressure support its "adequate" liquidity.

RATINGS LIST

Tenet Healthcare Corp.
Corporate Credit Rating               B/Stable/--

New Rating
Tenet Healthcare Corp.
$600 million senior unsecured notes   CCC+
  Recovery rating                      6


TENNESSEE METAL WORKS: Case Summary & 20 Top Unsecured Creditors
----------------------------------------------------------------
Debtor: Tennessee Metal Works, Inc.
        1111 Foster Avenue
        Nashville, TN 37210

Case No.: 14-01785

Chapter 11 Petition Date: March 5, 2014

Court: United States Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: Hon. Keith M Lundin

Debtor's Counsel: Joseph P Rusnak, Esq.
                  TUNE ENTREKIN & WHITE PC
                  315 Deaderick Street Ste 1700
                  Nashville, TN 37238-1700
                  Tel: 615 244-2770
                  Fax: 615 244-2778
                  Email: JRUSNAK@TEWLAWFIRM.com

Total Assets: $656,636

Total Liabilities: $1.15 million

The petition was signed by Michael T. O'Connor, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/tnmb14-01785.pdf


TRANS ENERGY: Presented at The Oil & Services Conference
--------------------------------------------------------
Trans Energy, Inc. 's Chairman Steve Lucado and president John
Corp presented at EnerCom 's The Oil & Services Conference 12 on
Wednesday, Feb. 19, 2014.  The conference was held at the Omni
Hotel in San Francisco, California.

The Trans Energy management team was also available on Tuesday,
February 18 and Wednesday, February 19 prior to their presentation
for one-on-one investor meetings.  Investment community
professionals interested in scheduling a one-on-one investor
meeting with management should contact Brian Brooks at EnerCom,
Inc. (303) 296-8834 or Bbrooks@enercominc.com
Additional information regarding Trans Energy, including maps,
investor presentations, news releases and videos can be found at
the Company 's new website www.transenergyinc.com.  Trans Energy
will regularly update information on the website to provide
investors with the most up to date information on the Company and
its operations.
The presentation focused on the company 's development efforts in
the Marcellus Shale, specifically in Marion, Marshall, and Wetzel
counties in Northern West Virginia.  The presentation covered the
following topics:

General information about Trans Energy, Inc.

Discussion of drilling results

Production history and future drilling plans

Wet gas economics

SEC Reserves

Debt financing = Credit Agreement

Other information

                        About Trans Energy

St. Mary's, West Virginia-based Trans Energy, Inc. (OTC BB: TENG)
-- http://www.transenergyinc.com/-- is an independent energy
company engaged in the acquisition, exploration, development,
exploitation and production of oil and natural gas.  Its
operations are presently focused in the State of West Virginia.

Trans Energy incurred a net loss of $21.20 million in 2012 as
compared with net income of $8.92 million in 2011.

The Company's balance sheet at Sept. 30, 2013, showed $83.06
million in total assets, $85.46 million in total liabilities and a
$2.40 million total stockholders' deficit.


TRANS ENERGY: Mark Woodburn Holds 7.2% Equity Stake
---------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Mark D. Woodburn disclosed that for the calendar year
2013, he beneficially owned 965,110 shares of common stock of
Trans Energy, Inc., representing 7.2 percent of the shares
outstanding.   A copy of the regulatory filing is available for
free at http://is.gd/Wnn4GF

                        About Trans Energy
St. Mary's, West Virginia-based Trans Energy, Inc. (OTC BB: TENG)
-- http://www.transenergyinc.com/-- is an independent energy
company engaged in the acquisition, exploration, development,
exploitation and production of oil and natural gas.  Its
operations are presently focused in the State of West Virginia.

Trans Energy incurred a net loss of $21.20 million in 2012 as
compared with net income of $8.92 million in 2011.

The Company's balance sheet at Sept. 30, 2013, showed $83.06
million in total assets, $85.46 million in total liabilities and a
$2.40 million total stockholders' deficit.


TRANS ENERGY: Clarence Smith Stake at 9.2% as of Dec. 31
--------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Clarence E. Smith disclosed that for calendar year
2013, he beneficially owned 1,219,413 shares of common stock of
Trans Energy, Inc., representing 9.2 percent of the shares
outstanding.  A copy of the regulatory filing is available for
free at http://is.gd/VmQShp

                         About Trans Energy

St. Mary's, West Virginia-based Trans Energy, Inc. (OTC BB: TENG)
-- http://www.transenergyinc.com/-- is an independent energy
company engaged in the acquisition, exploration, development,
exploitation and production of oil and natural gas.  Its
operations are presently focused in the State of West Virginia.

Trans Energy incurred a net loss of $21.20 million in 2012 as
compared with net income of $8.92 million in 2011.

The Company's balance sheet at Sept. 30, 2013, showed $83.06
million in total assets, $85.46 million in total liabilities and a
$2.40 million total stockholders' deficit.


TRAVELPORT LLC: Moody's Affirms 'Caa1' Corp. Family Rating
----------------------------------------------------------
Moody's Investors Service has affirmed the Caa1-PD and assigned a
limited default (LD) designation to Travelport LLC's Caa1-PD
probabilty of default rating (PDR). The PDR has therefore changed
to Caa1-PD/LD (formerly Caa1-PD) following Travelport's
publication of its full-year results, in which it announced that
it had entered into debt-for-equity swaps totalling USD135 million
on its subordinated debt.

Concurrently, Moody's has also affirmed Travelport's Caa1
corporate family rating (CFR) and the B1 ratings of the senior
secured debt. Moody's has also affirmed the Caa2 ratings of the
second lien, the Caa2 rating of the senior unsecured notes and the
Caa3 ratings of the subordinated unsecured notes. The outlook on
all ratings is negative.

"We have assigned a limited default designation to Travelport's
PDR because the debt-for-equity transaction represents a
distressed exchange, which is deemed an event of default under our
definitions," says Knut Slatten, a Moody's Assistant Vice
President-Analyst and lead analyst for the issuer. Moody's expects
to remove the "/LD" indicator after approximately three business
days.

Ratings Rationale

Assignation Of 'Ld' Designation

The change of Travelport's PDR to Caa1-PD/LD reflects Moody's view
that the debt-for-equity transaction constitutes a distressed
exchange, which is an event of default under Moody's definitions.
While a debt-for-equity swap does not automatically constitute a
default, it strongly indicates one even if the swap is priced at
or slightly above par as equity typically carries a higher degree
of uncertainty and volatility than a debt promise.

Unlike the April 2013 transaction, which included a debt-for-
equity swap at the holding company level (Travelport Holdings
Limited, not rated), this transaction affects the debt at the
operating company level (Travelport LLC). Also, while this
transaction is small relative to the group's overall capital
structure, it is the latest in a series of adjustments to the
capital structure, including maturity extensions, which have
cumulatively had a negative impact on its creditors' position. In
this context, Moody's has determined that the transaction
constitutes a distressed exchange for Travelport LLC. Should there
be further similar modest exchange adjustments over the next few
months, continuing this series, Moody's would not expect to call
an additional default.

Affirmation Of The Caa1 CFR

The affirmation of Travelport's Caa1 CFR is driven by (1) an
improvement in underlying operating performance, which has seen
Travelport return to EBITDA growth; (2) an improvement in
Travelport's liquidity profile, which -- in addition to reduced
leverage -- will also see diminished interest expenses and an
anticipated higher headroom to financial covenants following the
debt-for-equity transaction.

Affirmation Of Existing Debt Instruments

As the transaction will have no impact on the relative ranking of
the existing debt-instruments, Moody's has affirmed the (1) B1
rating on the senior secured debt; (2) Caa2 rating of the second
lien debt instruments and senior unsecured notes; and (3) Caa3
rating of the subordinated unsecured notes.

Following the transaction, Moody's expects that Travelport's
liquidity profile will be adequate. Whilst the rating agency
expects that Travelport will produce positive free cash flows in
2014, the company's liquidity profile is dented by a still tight
headroom to financial covenants. There are no upcoming debt
maturities over the next 12 months.

Rationale For Negative Outlook

The maintenance of the negative outlook essentially reflects
Travelport's continued high leverage, measured as adjusted
debt/EBITDA. A stabilisation of the outlook would require
Travelport showing throughout 2014 that its capital structure is
sustainable by achieving a reduction in its leverage towards 7.0x
debt/EBITDA over time.

What Could Change The Rating Up/Down

Given Travelport's high leverage, any positive rating pressure is
unlikely in the short term. However, Moody's could stabilise the
ratings if the group succeeds in implementing the deleveraging
trend outlined above.

Conversely, negative pressure would likely be exerted on the
rating if Travelport should fail in deleveraging from the high
levels. Finally, negative pressure could also result if
Travelport's near-term liquidity were to become constrained. Given
the group's lack of near-term debt maturities, constrained
liquidity would likely result from a lack of covenant headroom on
the company's loans.

Principal Methodology

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

Headquartered in Atlanta, Georgia, Travelport is a leading
provider of transaction processing services to the travel industry
through its global distribution system (GDS) business, which
includes the group's airline information technology solutions
business. During FY2013, the group reported revenues and adjusted
EBITDA of $2.1 billion and $517 million, respectively.


TRAVELPORT HOLDINGS: S&P Lowers CCR to 'SD' on Debt-To-Equity Swap
------------------------------------------------------------------
Standard and Poor's Rating Services said that it lowered to 'SD'
(selective default) from 'CCC+' its long-term corporate credit
ratings on U.S.-based travel services provider Travelport Holdings
Ltd. and its indirect primary operating subsidiary Travelport LLC
(together, Travelport).

At the same time, S&P lowered to 'D' (default) from 'CCC-' its
issue rating on Travelport's senior subordinated notes due 2016.
The recovery rating on these notes is unchanged at '6', indicating
S&P's expectation of negligible (0%-10%) recovery prospects in the
event of a payment default.

S&P affirmed all its other issue ratings on Travelport.  In
particular:

   -- It affirmed its issue rating on the first-lien senior
      secured debt facilities at 'B'.  The recovery rating on the
      first-lien facilities is unchanged at '1', indicating S&P's
      expectation of very high (90%-100%) recovery prospects in
      the event of a payment default.

   -- S&P affirmed its issue rating on the second-lien
      $860 million bank loan at 'CCC+'.  The recovery rating on
      this loan is unchanged at '4', indicating S&P's expectation
      of average (30%-50%) recovery prospects in the event of a
      payment default.

   -- S&P affirmed its issue ratings on the other senior unsecured
      debt at 'CCC-'.  The recovery rating on this debt is
      unchanged at '6', indicating S&P's expectation of negligible
      (0%-10%) recovery prospects in the event of a payment
      default.

The downgrades follow the completion of Travelport's debt-to-
equity swap of its senior subordinated notes due 2016.  Travelport
agreed with Morgan Stanley, and certain funds and accounts managed
by P. Schoenfeld Asset Management LP and Alliance Bernstein LP, to
swap $135 million of the subordinated notes for about a 10% stake
in Travelport.  S&P understands that the aim of the swap is to
reduce Travelport's overall leverage.

"According to our criteria, we view the exchange of the
subordinated notes as distressed and tantamount to a default.
This is because we believe there has not been adequate
compensation for the investors involved in this swap and because
the debt-to-equity swap alters the ranking of the senior
subordinated notes to a more junior position.  In our view, it is
difficult to value the stake offered to the investors as
Travelport is not a listed entity," S&P added.

S&P's recovery ratings on all of Travelport's other rated debt are
unchanged.

S&P expects to reassess its corporate credit rating on Travelport,
its liquidity analysis, and any effect of the debt-to-equity swap
on its recovery analysis within one month.


TRONOX LTD: Names Richard Muglia as General Counsel
---------------------------------------------------
Tronox Limited on March 6 announced the appointment of
Richard Muglia as senior vice president, general counsel, and
corporate secretary.

Mr. Muglia has served as deputy general counsel of Tronox since
February 2013.  Prior to that, he was a partner at Skadden, Arps,
Slate, Meagher & Flom LLP, the international law firm, since 1994,
and has more than 30 years of legal experience.  Mr. Muglia is a
graduate of Williams College, and holds a Master of Public Health
from Yale University.  He received his law degree from Columbia
University, where he was a Harlan Fiske Stone Scholar.  In his new
post, effective March 1, 2014, he will serve as a corporate
officer and will report to Tom Casey, the chairman and CEO of
Tronox Limited.

Mr. Muglia replaces Michael Foster, who will leave Tronox on
May 31, 2014.  During the transition, Mr. Foster will retain his
leadership role as the senior vice president of the Tronox legal
group.  Mr. Foster joined Tronox in 2003 and served as chief legal
counsel since 2008.  During his tenure, the company passed several
significant milestones, including the negotiated settlement of
environmental, litigation and other liabilities resulting from the
Kerr-McGee spinoff in 2005; the structuring of a plan and ultimate
emergence from bankruptcy in 2011; listing on the New York Stock
Exchange and the acquisition of the Exxaro Mineral Sands business
in 2012; and, $2.4 billion in financings in 2012 and 2013.

                        About Tronox Ltd.

Tronox -- http://www.tronox.com-- engages in the production and
marketing of mineral sands, titanium dioxide pigment and
electrolytic products.  Through the integration of its pigment and
mineral sands businesses, the company provides its customers a
dependable supply of brightening solutions for a variety of end
uses.

                        About Tronox Inc.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No.
09-10156) on Jan. 13, 2009, before Hon. Allan L. Gropper.  Richard
M. Cieri, Esq., Jonathan S. Henes, Esq., and Colin M. Adams, Esq.,
at Kirkland & Ellis LLP in New York, represented the Debtors.  The
Debtors also tapped Togut, Segal & Segal LLP as conflicts counsel;
Rothschild Inc. as investment bankers; Alvarez & Marsal North
America LLC, as restructuring consultants; and Kurtzman Carson
Consultants served as notice and claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders were appointed in the cases.
The Creditors Committee retained Paul, Weiss, Rifkind, Wharton &
Garrison LLP as counsel.

Until Sept. 30, 2008, Tronox was publicly traded on the New
York Stock Exchange under the symbols TRX and TRX.B.  Since then,
Tronox has traded on the Over the Counter Bulletin Board under the
symbols TROX.A.PK and TROX.B.PK.  As of Dec. 31, 2008, Tronox
had 19,107,367 outstanding shares of class A common stock and
22,889,431 outstanding shares of class B common stock.

On Nov. 17, 2010, the Bankruptcy Court confirmed the Debtors'
First Amended Joint Plan of Reorganization under Chapter 11 of the
Bankruptcy Code, dated Nov. 5, 2010.  Under the Plan, Tronox
reorganized around its existing operating businesses, including
its facilities at Oklahoma City, Oklahoma; Hamilton, Mississippi;
Henderson, Nevada; Botlek, The Netherlands and Kwinana, Australia.


UNIFIED 2020: Chapter 11 Trustee Can Hire Litzler as Accountant
---------------------------------------------------------------
The Bankruptcy Court authorized Daniel J. Sherman, the Chapter 11
trustee of Unified 2020 Realty Partners, LP, to retain Litzler,
Segner, Shaw & Mckenney, LLP as accountants effective as of
January 9, 2014, to be paid out of the estate as approved by the
Court.

Litzler Segner will assist the Trustee in reviewing bank records,
financial records, and other information which may be necessary to
administer the case; file Federal Income Tax Returns to reflect
the administration of assets during the case; prepare other tax
reports required to be filed by the Trustee; and other services
that may be requested by the Trustee.

James R. Shaw, a certified public accountant at Litzler Segner,
assures the Court that his Firm is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.

                     About Unified 2020 Realty

Unified 2020 Realty Partners, LP, was formed in November 2007 to
own the real property and improvements located at 2020 Live Oak
Street, in Dallas, Texas.  The property is comprised of a 12-story
office building and an adjacent three-story parking garage and
annex.

Unified 2020 filed a petition under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Tex. Case No. 13-32425) in its home-town in
Dallas on May 6, 2013.  The petition was signed by Edward Roush as
president of general partner.  Judge Stacey G. Jernigan
presides over the Chapter 11 case.

In its schedules, the Debtor disclosed $280,178,409 in assets and
$46,378,972 in liabilities.

Arthur I. Ungerman, Esq., and Kerry S. Alleyne-Simmons, Esq., at
the Law Office of Arthur Ungerman, in Dallas, Texas, represent the
Debtor.  Peter C. Lewis, Esq., and Jacob W. Sparks, Esq., at
Scheef & Stone, LLP, in Dallas, Texas, represent United Central
Bank.

The Debtor consented to the appointment of a trustee, and on
Aug. 9, 2013, Daniel J. Sherman was appointed as Chapter 11
trustee.  Kevin D. McCullough, Esq., of Rochelle McCullough L.L.P.
serves as general bankruptcy counsel to the trustee.

The Debtor have obtained permission from the Bankruptcy Court to
proceed with the pursuit of its disclosure statement and plan, in
tandem or parallel with any effort by the trustee to propose a
plan.


UNIFIED 2020: Chapter 11 Trustee Taps CBRE as Real Estate Broker
----------------------------------------------------------------
Daniel J. Sherman, the Chapter 11 Trustee for Unified 2020 Realty
Partners LP, asks the U.S. Bankruptcy Court for the Northern
District of Texas for permission to employ CBRE Inc. as his real
estate broker to provide trustee marketing services for the
property for a proposed sale, transfer, or other disposition of
the Debtor's property.

The Chapter 11 Trustee says it commenced an orderly liquidation of
the Debtor's property at 2020 Live Oak, Dallas, Dallas County,
Texas.  The Trustee notes it made this decision after weighing
various alternatives, ultimately deciding that selling the
Property is in the best interests of the estate.

The Chapter 11 Trustee proposes to pay the firm a commission-based
fee structure as consideration for the services:

   Sale Price           Fee
   ----------           ---
   Over $20 million     3%
   $15-$20 million      3.5%
   Under $15 million    4%

The Chapter 11 Trustee assures the Court that the firm is a
"disinterested person" within the meaning of the Bankruptcy Code.

                   About Unified 2020 Realty

Unified 2020 Realty Partners, LP, was formed in November 2007 to
own the real property and improvements located at 2020 Live Oak
Street, in Dallas, Texas.  The property is comprised of a 12-story
office building and an adjacent three-story parking garage and
annex.

Unified 2020 filed a petition under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Tex. Case No. 13-32425) in its home-town in
Dallas on May 6, 2013.  The petition was signed by Edward Roush as
president of general partner.  Judge Stacey G. Jernigan
presides over the Chapter 11 case.

In its schedules, the Debtor disclosed $280,178,409 in assets and
$46,378,972 in liabilities.

Arthur I. Ungerman, Esq., and Kerry S. Alleyne-Simmons, Esq., at
the Law Office of Arthur Ungerman, in Dallas, Texas, represent the
Debtor.  Peter C. Lewis, Esq., and Jacob W. Sparks, Esq., at
Scheef & Stone, LLP, in Dallas, Texas, represent United Central
Bank.

The Debtor consented to the appointment of a trustee, and on
Aug. 9, 2013, Daniel J. Sherman was appointed as Chapter 11
trustee.  Kevin D. McCullough, Esq., of Rochelle McCullough L.L.P.
serves as general bankruptcy counsel to the trustee.

The Debtor has obtained permission from the Bankruptcy Court to
proceed with the pursuit of its disclosure statement and plan, in
tandem or parallel with any effort by the trustee to propose a
plan.


UNIFIED 2020: Taps Terracon to Conduct Property Assessment
----------------------------------------------------------
Daniel J. Sherman, the Chapter 11 Trustee for Unified 2020 Realty
Partners LP, asks the U.S. Bankruptcy Court for the Northern
District of Texas for permission to employ Terracon Consultants
Inc. to conduct a high level property condition assessment,
phase I environmental site assessment, and asbestos assessment for
the Debtor's property at a cost of $29,300 to the estate, which
shall be paid out of existing cash collateral

The Chapter 11 Trustee says it commenced an orderly liquidation of
the Debtor's property at 2020 Live Oak, Dallas, Dallas County,
Texas.  The Trustee notes it made this decision after weighing
various alternatives, ultimately deciding that selling the
Property is in the best interests of the estate.

The Chapter 11 Trustee assures the Court that the firm is a
"disinterested person" within the meaning of the Bankruptcy Code.

                   About Unified 2020 Realty

Unified 2020 Realty Partners, LP, was formed in November 2007 to
own the real property and improvements located at 2020 Live Oak
Street, in Dallas, Texas.  The property is comprised of a 12-story
office building and an adjacent three-story parking garage and
annex.

Unified 2020 filed a petition under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Tex. Case No. 13-32425) in its home-town in
Dallas on May 6, 2013.  The petition was signed by Edward Roush as
president of general partner.  Judge Stacey G. Jernigan
presides over the Chapter 11 case.

In its schedules, the Debtor disclosed $280,178,409 in assets and
$46,378,972 in liabilities.

Arthur I. Ungerman, Esq., and Kerry S. Alleyne-Simmons, Esq., at
the Law Office of Arthur Ungerman, in Dallas, Texas, represent the
Debtor.  Peter C. Lewis, Esq., and Jacob W. Sparks, Esq., at
Scheef & Stone, LLP, in Dallas, Texas, represent United Central
Bank.

The Debtor consented to the appointment of a trustee, and on
Aug. 9, 2013, Daniel J. Sherman was appointed as Chapter 11
trustee.  Kevin D. McCullough, Esq., of Rochelle McCullough L.L.P.
serves as general bankruptcy counsel to the trustee.

The Debtor has obtained permission from the Bankruptcy Court to
proceed with the pursuit of its disclosure statement and plan, in
tandem or parallel with any effort by the trustee to propose a
plan.


USEC INC: Uranium Supplier Files for Bankruptcy
-----------------------------------------------
USEC Inc. initiated prepackaged reorganization by filing a Chapter
11 petition in Delaware.  The uranium supplier succumbed to
bankruptcy after struggling with weak prices for the enriched
uranium it supplies to nuclear power plants and difficulties in
financing for major project.

The company said in court papers that prices for low-enriched
uranium have plummeted more than 30 percent since March 2011, when
a tsunami crippled the Fukushima nuclear power plant in Japan.
Reuters noted that demand for nuclear fuel remains weak, with more
than 50 reactors going off line in Japan and Germany since the
tsunami.  Tokyo Electric Power Co., the operator of the Fukushima
nuclear plant, has historically been one of USEC's largest
customers, Reuters said, citing regulatory filings.  USEC also
counts on Exelon Corp. and Entergy Corp. among its customers.

The prepackaged reorganization is backed by those holding about
65% of the company's debt and investors Toshiba Corp and Babcock &
Wilcox Investment Co, will replace USEC's debt and stock with a
new debt issue totaling $240.4 million and new stock, news sources
said.

Noteholders will get $200 million of new debt and a 79% stake in
the reorganized company, several news sources noted.  Toshiba and
Babcock & Wilcox Investment will each receive $20.19 million of
new debt and 8% of the new shares.  Existing USEC stockholders
will receive 5% of the new shares. The company's proposed
reorganization plan requires court approval.

The disclosure statement explaining the plan pegs the recovery by
convertible noteholders at 39 percent on account of the new debt,
saying the value of the new stock is too speculative to quantify,
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported.  The recovery on the preferred stock is listed as 35.1
percent, again without a value for the new stock.

USEC's bankruptcy affects only the holding company and excludes
the operating companies that own the assets.  USEC listed assets
of $70 million and liabilities of $1.07 billion as of Dec. 31,
Reuters noted.  The assets figure don't include properties
belonging to the operating companies not in bankruptcy, Bloomberg
said.  The USEC holding company owes $274 million to subsidiaries,
which debt will remain after bankruptcy, Bloomberg added.

Peg Brickley, writing for Daily Bankruptcy Review, said USEC's
bankruptcy balance sheet reshaping could be upset if sanctions
disrupt the company's long-standing supply line from Russia,
according to papers filed in Court.

USEC's convertible notes traded on March 4 for 39 cents on the
dollar, Bloomberg related, citing Trace, the bond-price reporting
system of the Financial Industry Regulatory Authority. When the
forthcoming reorganization was announced in December, the notes
traded for 17 cents on the dollar.

Reuters said shares of the company, which said in December it
expected to file for bankruptcy protection, fell as much as 46
percent to $3.01 in premarket trading on March 5.

USEC's legal advisor for the restructuring is Latham & Watkins
LLP, its financial advisor is Lazard, and its restructuring
advisor is Alix Partners LLP.

USEC, Reuters said, expects to emerge from bankruptcy protection
in 90 to 120 days.

The case is In re USEC Inc., 14-bk-10475, U.S. Bankruptcy Court,
District of Delaware (Wilmington).


USEC INC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: USEC Inc.
           aka USEC
        6903 Rockledge Drive, Suite 400
        Bethesda, MD 20817

Case No.: 14-10475

Type of Business: Supplier of enriched uranium fuel for
                  commercial nuclear power plants.

Chapter 11 Petition Date: March 5, 2014

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

Judge: Hon. Christopher S. Sontchi

Debtor's
General Counsel:  D. J. Baker, Esq.
                  Rosalie Walker Gray, Esq.
                  Adam S. Ravin, Esq.
                  Annemarie V. Reilly, Esq.
                  LATHAM & WATKINS LLP
                  885 Third Avenue
                  New York, NY 10022
                  Tel: (212) 906-1200
                  Fax: (212) 751-4864
                  Email: dj.baker@lw.com
                         adam.ravin@lw.com

Debtor's
Delaware Counsel: Mark D. Collins, Esq.
                  Michael Joseph Merchant, Esq.
                  Amanda R. Steele, Esq.
                  RICHARDS, LAYTON AND FINGER, P.A.
                  920 N. King Street
                  Wilmington, DE 19801
                  Phone: 302-651-7838
                  Fax: 302-428-7838
                  Email: collins@RLF.com
                         merchant@rlf.com
                         steele@rlf.com

Debtor's Special
Finance Counsel:  VINSON & ELKINS LLP

Debtor's
Investment
Banker:           LAZARD FRERES & CO. LLC

Debtor's
Management
Services
Providers:        AP SERVICES, LLC

Debtor's Claims/
Noticing Agent:   LOGAN & COMPANY INC.

Debtor's Tax
Professionals:    DELOITTE TAX LLP

Debtor's
Independent
Auditor:          PRICEWATERHOUSECOOPERS LLP

Debtor's
Fresh Start
Accounting
Services
Provider:         KPMG LLP

Total Assets: $70 million

Total Liabilities: $1.07 billion

The petition was signed by John R. Castellano, chief restructuring
officer.

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
CSC Trust Company of Delaware      Unsecured Debt      $536,733
2711 Centerville Road
Suite 220
Wilmington, DE 19808

G E Betz                           Trade Debt           $74,299

Williams Jensen PLLC               Consultant Fees      $30,000

Bluewater Strategies LLC           Consultant Fees      $20,000

Mercury Public Affairs LLC         Consultant Fees      $15,000

OB-C Group LLC                     Consultant Fees      $15,000

The Grossman Group LLC             Consultant Fees      $10,000

Compass Consulting Group LLC       Consultant Fees      $10,000

G A Kraut Co Inc                   Consultant Fees       $9,883

CQ Roll Call Inc.                  Consultant Fees       $9,570

Marriott Business Services         Trade Debt            $8,232

MKS Instruments Inc.               Trade Debt            $7,738

City Electric Supply Co.           Trade Debt            $6,972

VAT Inc.                           Trade Debt            $6,428

C3 Energy LLC                      Consultant Fees       $5,000

Edison Electric Institute          Trade Organization    $4,000

REA Parts Inc.                     Trade Debt            $3,143

Pike County Chamber of Commerce    Trade Organization    $2,500

Kelsan Inc.                        Trade Debt            $2,343

Glockner Oil Co. Inc.              Trade Debt            $2,342


VERTIS HOLDINGS: Can Sell Medina Property for $200K to Smith Road
-----------------------------------------------------------------
The Hon. Christopher S. Sontchi has authorized Vertis Holdings
Inc. to sell a real estate property plus related equipment and
furniture to Smith Road Enterprises LLC for $200,000.

Under the Asset Purchase Agreement, the Purchaser will assume no
liabilities or obligations as part of the transactions, except the
obligations set forth in the APA to be performed by the Purchaser.

The Debtor is the fee simple owner of a real property identified
in the Asset Purchase Agreement, dated February 5, 2014, by and
between Vertis, Inc., and Smith Road Enterprises, LLC.  Various
items of furniture, fixtures, furnishings, equipment, and other
tangible personal property are presently located at the Real
Property.

                      About Vertis Holdings

Vertis Holdings Inc. -- http://www.thefuturevertis.com/--
provides advertising services in a variety of print media,
including newspaper inserts such as magazines and supplements.

Vertis and its affiliates (Bankr. D. Del. Lead Case No. 12-12821),
returned to Chapter 11 bankruptcy on Oct. 10, 2012, this time to
sell the business to Quad/Graphics, Inc., for $258.5 million,
subject to higher and better offers in an auction.

As of Aug. 31, 2012, the Debtors' unaudited consolidated financial
statements reflected assets of approximately $837.8 million and
liabilities of approximately $814.0 million.

Bankruptcy Judge Christopher Sontchi presides over the 2012 case.
Vertis is advised by Perella Weinberg Partners, Alvarez & Marsal,
and Cadwalader, Wickersham & Taft LLP.  Quad/Graphics is advised
by Blackstone Advisory Partners, Arnold & Porter LLP and Foley &
Lardner LLP, special counsel for antitrust advice.  Kurtzman
Carson Consultants LLC is the Debtors' claims agent.

Quad/Graphics is a global provider of print and related
multichannel solutions for consumer magazines, special interest
publications, catalogs, retail inserts/circulars, direct mail,
books, directories, and commercial and specialty products,
including in-store signage. Headquartered in Sussex, Wis. (just
west of Milwaukee), the Company has approximately 22,000 full-time
equivalent employees working from more than 50 print-production
facilities as well as other support locations throughout North
America, Latin America and Europe.

Vertis first filed for bankruptcy (Bankr. D. Del. Case No. 08-
11460) on July 15, 2008, to complete a merger with American Color
Graphics.  ACG also commenced separate bankruptcy proceedings.  In
August 2008, Vertis emerged from bankruptcy, completing the
merger.

Vertis against filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 10-16170) on Nov. 17, 2010.  The Debtor estimated its
assets and debts of more than $1 billion.  Affiliates also filed
separate Chapter 11 petitions -- American Color Graphics, Inc.
(Bankr. S.D.N.Y. Case No. 10-16169), Vertis Holdings, Inc. (Bankr.
S.D.N.Y. Case No. 10-16170), Vertis, Inc. (Bankr. S.D.N.Y. Case
No. 10-16171), ACG Holdings, Inc. (Bankr. S.D.N.Y. Case No. 10-
16172), Webcraft, LLC (Bankr. S.D.N.Y. Case No. 10-16173), and
Webcraft Chemicals, LLC (Bankr. S.D.N.Y. Case No. 10-16174).  The
bankruptcy court approved the prepackaged Chapter 11 plan on Dec.
16, 2010, and Vertis consummated the plan on Dec. 21.  The plan
reduced Vertis' debt by more than $700 million or 60%.

GE Capital Corporation, which serves as DIP Agent and Prepetition
Agent, is represented in the 2012 case by lawyers at Winston &
Strawn LLP.  Morgan Stanley Senior Funding Inc., the agent under
the prepetition term loan, and as term loan collateral agent, is
represented by lawyers at White & Case LLP, and Milbank Tweed
Hadley & McCloy LLP.

On Jan. 16, 2013, Quad/Graphics completed the acquisition of
Vertis Holdings for a net purchase price of $170 million.  This
assumes the purchase price of $267 million less the payment of $97
million for current assets that are in excess of normalized
working capital requirements.


VERTIS HOLDINGS: ACG Can Sell Stevensville, Ontario Property
------------------------------------------------------------
The Bankruptcy Court has authorized American Color Graphics Inc.
(ACG) to sell its real property, equipment and furniture located
at 3565 Eagle Street in Stevensville, Ontario, Canada, to 2030247
Ontario, Inc., under the Purchase and Sale Agreement, dated
November 14, 2013.

The Court has authorized scheduling an auction if ACG receives
additional higher or better offers for the Stevensville Assets.
In addition, ACG is authorized to pay an expense reimbursement not
to exceed $12,500 to the Stalking Horse Bidder.

At Closing, ACG is authorized and directed to pay GA Keen any fee
or commission due and owing to it in connection with the sale of
the Stevensville Assets pursuant to the terms of the Engagement
Agreement.

                      About Vertis Holdings

Vertis Holdings Inc. -- http://www.thefuturevertis.com/--
provides advertising services in a variety of print media,
including newspaper inserts such as magazines and supplements.

Vertis and its affiliates (Bankr. D. Del. Lead Case No. 12-12821),
returned to Chapter 11 bankruptcy on Oct. 10, 2012, this time to
sell the business to Quad/Graphics, Inc., for $258.5 million,
subject to higher and better offers in an auction.

As of Aug. 31, 2012, the Debtors' unaudited consolidated financial
statements reflected assets of approximately $837.8 million and
liabilities of approximately $814.0 million.

Bankruptcy Judge Christopher Sontchi presides over the 2012 case.
Vertis is advised by Perella Weinberg Partners, Alvarez & Marsal,
and Cadwalader, Wickersham & Taft LLP.  Quad/Graphics is advised
by Blackstone Advisory Partners, Arnold & Porter LLP and Foley &
Lardner LLP, special counsel for antitrust advice.  Kurtzman
Carson Consultants LLC is the Debtors' claims agent.

Quad/Graphics is a global provider of print and related
multichannel solutions for consumer magazines, special interest
publications, catalogs, retail inserts/circulars, direct mail,
books, directories, and commercial and specialty products,
including in-store signage. Headquartered in Sussex, Wis. (just
west of Milwaukee), the Company has approximately 22,000 full-time
equivalent employees working from more than 50 print-production
facilities as well as other support locations throughout North
America, Latin America and Europe.

Vertis first filed for bankruptcy (Bankr. D. Del. Case No. 08-
11460) on July 15, 2008, to complete a merger with American Color
Graphics.  ACG also commenced separate bankruptcy proceedings.  In
August 2008, Vertis emerged from bankruptcy, completing the
merger.

Vertis against filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 10-16170) on Nov. 17, 2010.  The Debtor estimated its
assets and debts of more than $1 billion.  Affiliates also filed
separate Chapter 11 petitions -- American Color Graphics, Inc.
(Bankr. S.D.N.Y. Case No. 10-16169), Vertis Holdings, Inc. (Bankr.
S.D.N.Y. Case No. 10-16170), Vertis, Inc. (Bankr. S.D.N.Y. Case
No. 10-16171), ACG Holdings, Inc. (Bankr. S.D.N.Y. Case No. 10-
16172), Webcraft, LLC (Bankr. S.D.N.Y. Case No. 10-16173), and
Webcraft Chemicals, LLC (Bankr. S.D.N.Y. Case No. 10-16174).  The
bankruptcy court approved the prepackaged Chapter 11 plan on Dec.
16, 2010, and Vertis consummated the plan on Dec. 21.  The plan
reduced Vertis' debt by more than $700 million or 60%.

GE Capital Corporation, which serves as DIP Agent and Prepetition
Agent, is represented in the 2012 case by lawyers at Winston &
Strawn LLP.  Morgan Stanley Senior Funding Inc., the agent under
the prepetition term loan, and as term loan collateral agent, is
represented by lawyers at White & Case LLP, and Milbank Tweed
Hadley & McCloy LLP.

On Jan. 16, 2013, Quad/Graphics completed the acquisition of
Vertis Holdings for a net purchase price of $170 million.  This
assumes the purchase price of $267 million less the payment of $97
million for current assets that are in excess of normalized
working capital requirements.


VERTIS HOLDINGS: Atlanta Property to Be Auctioned Off Monday
------------------------------------------------------------
Judge Christopher Sontchi has authorized Vertis Holdings Inc. to
hold an auction for its real property located at 3371 Hamilton
Boulevard in Atlanta, Georgia, to Georgia LLC under a Purchase and
Sale Agreement dated January 16, 2014.

Assets sold will include all furniture, fixtures, furnishings,
equipment, and other tangible personal property and remnants of
the copper wiring left on the floor on the Real Property.

The Court has authorized scheduling an auction if the Debtor
receives additional higher or better offers for the Atlanta
property.  In addition, the Debtor is authorized to pay a break-up
fee of $7,548 to the Stalking Horse Bidder in the event that it is
not the successful bidder.

Interested bidders were required to submit a Qualifying Bid prior
to the Bid Deadline of March 6, 2014, at 4:00 p.m. (Eastern
Standard Time).  The Auction will be conducted on March 10, 2014,
starting at 10:00 a.m. (Eastern Standard Time).

The Court shall hold the Sale Hearing on March 14, 2014, at 11:00
a.m. (Eastern Daylight Time), at which time the Court will
consider approval of the sale of the Atlanta Assets.

                      About Vertis Holdings

Vertis Holdings Inc. -- http://www.thefuturevertis.com/--
provides advertising services in a variety of print media,
including newspaper inserts such as magazines and supplements.

Vertis and its affiliates (Bankr. D. Del. Lead Case No. 12-12821),
returned to Chapter 11 bankruptcy on Oct. 10, 2012, this time to
sell the business to Quad/Graphics, Inc., for $258.5 million,
subject to higher and better offers in an auction.

As of Aug. 31, 2012, the Debtors' unaudited consolidated financial
statements reflected assets of approximately $837.8 million and
liabilities of approximately $814.0 million.

Bankruptcy Judge Christopher Sontchi presides over the 2012 case.
Vertis is advised by Perella Weinberg Partners, Alvarez & Marsal,
and Cadwalader, Wickersham & Taft LLP.  Quad/Graphics is advised
by Blackstone Advisory Partners, Arnold & Porter LLP and Foley &
Lardner LLP, special counsel for antitrust advice.  Kurtzman
Carson Consultants LLC is the Debtors' claims agent.

Quad/Graphics is a global provider of print and related
multichannel solutions for consumer magazines, special interest
publications, catalogs, retail inserts/circulars, direct mail,
books, directories, and commercial and specialty products,
including in-store signage. Headquartered in Sussex, Wis. (just
west of Milwaukee), the Company has approximately 22,000 full-time
equivalent employees working from more than 50 print-production
facilities as well as other support locations throughout North
America, Latin America and Europe.

Vertis first filed for bankruptcy (Bankr. D. Del. Case No. 08-
11460) on July 15, 2008, to complete a merger with American Color
Graphics.  ACG also commenced separate bankruptcy proceedings.  In
August 2008, Vertis emerged from bankruptcy, completing the
merger.

Vertis against filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 10-16170) on Nov. 17, 2010.  The Debtor estimated its
assets and debts of more than $1 billion.  Affiliates also filed
separate Chapter 11 petitions -- American Color Graphics, Inc.
(Bankr. S.D.N.Y. Case No. 10-16169), Vertis Holdings, Inc. (Bankr.
S.D.N.Y. Case No. 10-16170), Vertis, Inc. (Bankr. S.D.N.Y. Case
No. 10-16171), ACG Holdings, Inc. (Bankr. S.D.N.Y. Case No. 10-
16172), Webcraft, LLC (Bankr. S.D.N.Y. Case No. 10-16173), and
Webcraft Chemicals, LLC (Bankr. S.D.N.Y. Case No. 10-16174).  The
bankruptcy court approved the prepackaged Chapter 11 plan on Dec.
16, 2010, and Vertis consummated the plan on Dec. 21.  The plan
reduced Vertis' debt by more than $700 million or 60%.

GE Capital Corporation, which serves as DIP Agent and Prepetition
Agent, is represented in the 2012 case by lawyers at Winston &
Strawn LLP.  Morgan Stanley Senior Funding Inc., the agent under
the prepetition term loan, and as term loan collateral agent, is
represented by lawyers at White & Case LLP, and Milbank Tweed
Hadley & McCloy LLP.

On Jan. 16, 2013, Quad/Graphics completed the acquisition of
Vertis Holdings for a net purchase price of $170 million.  This
assumes the purchase price of $267 million less the payment of $97
million for current assets that are in excess of normalized
working capital requirements.


ZALE CORP: To be Acquired by Signet in a $1.4 Billion Deal
----------------------------------------------------------
Signet Jewelers Limited and Zale Corporation have entered into a
definitive agreement for Signet to acquire all of the issued and
outstanding stock of Zale for $21.00 per share in cash
consideration.

"This transformational acquisition further diversifies our
businesses and extends our international footprint, opening the
door to greater growth and innovation across the enterprise,"
stated Mike Barnes, Signet's chief executive officer.  "The
addition of Zale to the Signet family is consistent with our long-
term growth strategy and leverages our combined operating
expertise to create better choices for our customers, new
opportunities for our employees, and makes us a more attractive
partner to our vendors.  In addition, it allows us to better
optimize our balance sheet, creating long-term value for our
shareholders.  We are excited about the prospects for the combined
company and the many opportunities that this creates for our
future.  I am happy to say it is our intention that Zale will
continue to run under current leader CEO, Theo Killion, who would
report directly to me after the transaction closes."

The acquisition strengthens Signet's omni-channel presence with
some of the most recognizable jewelry store brands in the world,
each operating as stand-alone brands including: Kay Jewelers,
Jared The Galleria Of Jewelry, H.Samuel, Ernest Jones, Zales, and
Peoples.

"Having successfully completed our multi-year turnaround program
to return to profitability, Signet's operating strengths will
enable us to accelerate Zale's performance improvement for the
benefit of our current and future guests," commented Killion.

Signet's offer represents a premium of 41 percent over Zale's
closing price as of Feb. 18, 2014.  The transaction would be
valued at approximately $1.4 billion, representing an enterprise
value to last twelve months Oct-13 Adjusted EBITDA1 multiple of
7.4x2.  As part of the transaction, Signet has entered into a
voting and support agreement with Golden Gate Capital, the
beneficial owner of approximately 22 percent of Zale's common
stock.  The transaction is expected to be high single-digit
percentage accretive to earnings in the first full fiscal year
after the close of the transaction, excluding acquisition
accounting adjustments and one-time transaction costs.

The acquisition is expected to be financed through bank debt,
other debt financing and the securitization of a significant
portion of Signet's accounts receivable portfolio.

The transaction is subject to Zale stockholder approval, certain
regulatory approvals and customary closing conditions.

J.P. Morgan Securities LLC acted as exclusive financial advisor
and provided a fairness opinion to the board of directors of
Signet and J.P. Morgan Chase Bank, N.A. committed to provide
bridge financing for the transaction.  Weil, Gotshal & Manges LLP
acted as legal counsel to Signet in connection with the
transaction.  BofA Merrill Lynch acted as financial advisor and
Cravath, Swaine & Moore LLP acted as legal counsel to Zale in
connection with the transaction.

On Feb. 19, 2014, and in connection with the execution of the
Merger Agreement, Z Investment Holdings, LLC, which holds warrants
exercisable into 11,064,684 shares of the Company's common stock
entered into a Voting and Support Agreement with Signet and the
Company.  Pursuant to the Voting Agreement, Z LLC has agreed,
among other things, to exercise its warrants and to vote the
shares of the Company's common stock issued upon that exercise in
favor of the adoption of the Merger Agreement and has agreed not
to dispose of such shares while the Voting Agreement is in effect.
The Voting Agreement shall terminate upon termination of the
Merger Agreement, and certain other specified events.

On Feb. 19, 2014, the Company sent a letter to its employees and
prepared additional materials to discuss with its employees, which
are available for free at:

                         http://is.gd/63UdMZ
                         http://is.gd/un7WoH

A copy of the Agreement and Plan of Merger is available for free
at http://is.gd/X8pyi0

Additional information is available for free at:

                        http://is.gd/pQPCd8

                            About Signet

Signet Jewelers Limited is the largest specialty jewelry retailer
in the US and UK. Signet's US division operates over 1,400 stores
in all 50 states primarily under the name brands of Kay Jewelers
and Jared The Galleria Of Jewelry.  Signet's UK division operates
approximately 500 stores primarily under the name brands of
H.Samuel and Ernest Jones.  Further information of Signet is
available at www.signetjewelers.com. See also www.kay.com,
www.jared.com, www.hsamuel.co.uk and www.ernestjones.co.uk.

                     About Zale Corporation

Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) --
http://www.zalecorp.com/-- is a specialty retailer of diamonds
and other jewelry products in North America, operating
approximately 1,695 retail locations throughout the United States,
Canada and Puerto Rico, as well as online.  Zale Corporation's
brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers,
Peoples Jewellers, Mappins Jewellers and Piercing Pagoda.  Zale
also operates online at http://www.zales.com/,
http://www.zalesoutlet.com/,
http://www.gordonsjewelers.com/and http://www.pagoda.com/

Zale Corp reported a net loss of $27.30 million for the three
months ended Oct. 31, 2013.  Zale Corp disclosed net earnings of
$10.01 million for the year ended July 31, 2013, as compared with
a net loss of $27.31 million for the year ended July 31, 2012.
The Company incurred a net loss of $112.30 million for the year
ended July 31, 2011 and a net loss of $93.67 million for the year
ended July 31, 2010.

As of Oct. 31, 2013, Zale Corporation had $1.31 billion in total
assets, $1.16 billion in total liabilities and $152.95 million in
total stockholders' investment.


ZBB ENERGY: Obtains NYSE MKT Listing Compliance Period Extension
----------------------------------------------------------------
ZBB Energy Corporation on March 6 disclosed that the NYSE MKT has
determined to extend the date by which the Company is required to
regain compliance with Section 1003(a)(iv) of the NYSE MKT Company
Guide to May 30, 2014.  The determination was based on the
Exchange's review of the Company's Form 10-Q filed with the
Securities and Exchange Commission on February 14, 2014.

As previously reported, on October 8, 2013, the Company received
notice from the Exchange staff indicating that the Company was not
in compliance with the Exchange's stockholders' equity continued
listing requirements contained in Sections 1003(a)(ii) and
1003(a)(iii) of the Company Guide or the Exchange's financial
condition continued listing requirements contained in Section
1003(a)(iv) of the Company Guide.  The notice provided that the
Company should submit a plan that would reestablish compliance
with the listing requirements.  On November 14, 2013 the Company
submitted a plan designed to reestablish compliance with the
Exchange's continued listing standards.

On December 31, 2013, the Exchange staff notified the Company that
it had accepted the Company's compliance plan and granted the
Company an extension until April 15, 2015, to regain compliance
with the continued listing standards contained in Sections
1003(a)(ii) and 1003(a)(iii) of the Company Guide.  In addition,
the Exchange initially granted the Company until February 18, 2014
to regain compliance with the continued listing standards
contained Section 1003(a)(iv) of the Company Guide.

Failure to make progress consistent with the compliance plan or to
regain compliance with the continued listing standards by the end
of the applicable extension periods could result in the Company's
shares being delisted from the Exchange.  The Company will be able
to continue its listing during the plan period pursuant to the
extension and will be subject to periodic review by the Exchange
staff.

                   About ZBB Energy Corporation

ZBB Energy Corporation (nyse mkt:ZBB) -- http://www.zbbenergy.com
-- designs, develops, and manufactures advanced energy storage,
power electronic systems, and engineered custom and semi-custom
products targeted at the growing global need for distributed
renewable energy, energy efficiency, power quality, and grid
modernization.  ZBB's corporate offices, engineering and
development, and production facilities are located in Menomonee
Falls, WI, USA with a research facility also located in Perth,
Western Australia.  ZBB has a joint venture with Meineng Energy, a
provider of energy storage systems and solutions to the greater
China market.


* Lawyer Disqualification Waived by Three-Year Wait
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. District Judge Arthur Spatt, in Brooklyn, New
York, reversed a bankruptcy court's order granting a motion to
disqualify a lawyer, holding that by waiting three years, the
defendant waived his right to disqualify the lawyer for the
plaintiff who was suing him.

According to the report, the lawyer gave advice before the Company
filed for Chapter 11 to company executives about how they might
acquire the business through a sale blessed by the bankruptcy
court.  The business was sold and the plan confirmed.  The
company's bankruptcy lawyer continued representing the trust and
sued a former company executive.

The executive sought to have the lawyer disqualified, and the
bankruptcy judge granted the motion, requiring the lawyer to
return of $100,000 from fees that had been paid by the company,
the report related.  The bankruptcy judge based the
disqualification on the notion that the lawyer informally gave
advice to individual executives about how to buy the business and
didn?t disclose the relationship in retention papers.

Judge Spatt said there was waiver because the executive knew the
facts for three years before seeking disqualification and ?delayed
for tactical reasons," the report further related.  Judge Spatt
sent the case back to the bankruptcy court to determine whether
the lawyer could be disqualified for having made insufficient
disclosure about his relationships with secured creditors.

The case is KLG Gates LLP v. Brown, 13-cv-04972, U.S. District
Court, Eastern District New York (Brooklyn).


* Bankruptcies Down 13% in 2014 From Previous Year
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that although the 72,000 bankruptcies in February were
about 15% more than January at a daily rate, filings last month
were 12 percent fewer than in February 2013.

For two months this year, total individual and business
bankruptcies in the U.S. are 13 percent below the same period last
year, the Bloomberg report said, citing data compiled from court
records by Epiq Systems Inc.

The states with the most filings per capita were Tennessee,
Georgia and Alabama, the same as in 2013, the report related.

Business bankruptcies declined even more last month, the report
further related.  The total of 2,800 commercial bankruptcies in
February represented a 24 percent plunge from February 2013 and a
3 percent decline from January.

Chapter 11 filings in February, where larger companies reorganize
or liquidate, were 27 percent less than the same month in 2013,
Mr. Rochelle said, citing Epiq.



* 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.


* 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.


* Lifland Eulogized as Iconic for Decades on Bench
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Burton R. Lifland, a U.S. Bankruptcy Judge in New
York for almost 34 years until his death in January, was a "force
of nature," Chief Bankruptcy Judge Cecelia G. Morris said at his
memorial service.

According to the report, Chief Judge Robert A. Katzmann of the
U.S. Court of Appeals in Manhattan and Chief Judge Loretta Preska
of the U.S. District Court for the Southern District of New York
were among the speakers who lauded Judge Lifland for his
innovations in the U.S. and around the world.

Judge Katzmann called Judge Lifland an "iconic judge" whom he
admired for his pragmatism and concern for equity, the report
related.  Judge Lifland's son Howard said his father "never had a
bad word to say about anyone, except an attorney who appeared
before him unprepared."

The report noted that Judge Lifland may be longest remembered as a
principal draftsman of Chapter 15 of the U.S. Bankruptcy Code,
which deals with multinational bankruptcies.  The model law he
wrote has been adopted around the world, enabling distributions to
creditors under one law and in one country, rather than in
disparate jurisdictions.

Judge Lifland also initiated electronic filing of bankruptcy
documents, a method adopted by bankruptcy courts nationwide, along
with federal district courts and courts of appeals, the report
added.  The system makes court filings accessible to anyone with a
computer, facilitating the burgeoning business of trading claims
against bankrupt companies.


* BOOK REVIEW: PANIC ON WALL STREET: A History Of America's
               Financial Disasters
-----------------------------------------------------------
Author:      Robert Sobel
Publisher:   Beard Books
Softcover:   469 Pages
List Price:  $34.95
Review by:   Gail Owens Hoelscher
http://www.beardbooks.com/beardbooks/panic_on_wall_street.html

"Mere anarchy is loosed upon the world, the blood-dimmed tide is
loosed, and everywhere the ceremony of innocence is drowned; the
best lack all conviction, while the worst are full of passionate
intensity."

What a terrific quote to find at the beginning of a book on a
financial catastrophe! First published in 1968. Panic on Wall
Street covers 12 of the most painful episodes in American
financial history between 1768 and 1962. Author Robert Sobel
chose these particular cases, among a dozen or so others, to
demonstrate the complexity and array of settings that have led
to financial panics, and to show that we can only make ;the
vaguest generalizations" about financial panic as a phenomenon.
In his view, these 12 all had a great impact on Americans of the
time, "they were dramatic, and drama is present in most
important events in history." They had been neglected by other
fiancial historians. They are:

       William Duer Panic, 1792
       Crisis of Jacksonian Fiannces, 1837
       Western Blizzard, 1857
       Post-Civil War Panic, 1865-69
       Crisis of the Gilded Age, 1873
       Grant's Last Panic, 1884
       Grover Cleveland and the Ordeal of 183-95
       Northern Pacific Corner, 1901
       The Knickerbocker Trust Panic, 1907
       Europe  Goes to War, 1914
       Great Crash, 1929
       Kennedy Slide, 1962

Sobel tells us there is no universally accepted definition if
financial panic. He quotes William Graham Sumner, who died long
before the Great Crash of 1929, describing a panic as ".a wave
of emotion, apprehension, alarm. It is more or less irrational.
It is superinduced upon a crisis, which is real and inevitable,
but it exaggerates, conjures up possibilities, take away courage
and energy."

Sobel could find no "law of panics" which might allow us to
predict them, but notes their common characteristics. Most occur
during periods of optimism ("irrational exuberance?"). Most
arise as "moments of truth," after periods of self-deception,
when players not only suddenly recognize the magnitude of their
problems, but are also stunned at their inability to solve them.
He also notes that strong financial leaders may prove a
mitigating factor, citing Vanderbilt and J.P. Morgan.

Sobel concludes by saying that although financial panics have
proven as devastating in some ways as war, and while much
research has been carried out on war and its causes, little
research has been done on financial panics. Panics on Wall
Street stands as a solid foundation for later research on the
topic.


                             *********

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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