TCR_Public/140310.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, March 10, 2014, Vol. 18, No. 68

                            Headlines

ABLE FOOD SERVICE: Involuntary Chapter 11 Case Summary
ADVANCED MICRO DEVICES: Issues $600 Million of Senior Notes
ADVANCED MICRO DEVICES: Amends Tender Offer Statement
ALION SCIENCE: S&P Lowers CCR to 'CC' on Weak Liquidity
ASPEN DENTAL: No Refinancing Has No Impact on Moody's B2 Ratings

ATHLON HOLDINGS: S&P Revises Outlook to Positive & Affirms 'B' CCR
AURICO GOLD: Moody's Assigns 'B2' Corporate Family Rating
AVIS BUDGET: S&P Puts 'B+' CCR on CreditWatch Positive
BIRKELAND FAMILY: Clark County Asset to Be Sold March 20
BOART LONGYEAR: S&P Lowers CCR to 'CCC+'; Outlook Negative

CAESARS ENTERTAINMENT: Sells $2.2BB Assets to Caesars Growth
CAMARILLO PLAZA: Taps Gordon Strange to Handle Collection Actions
CASH STORE: Selects Rothschild as Independent Financial Advisor
CASH STORE: Stonerise Capital Holds 4.4% Equity Stake
CATAMARAN CORP: S&P Assigns 'BB+' Rating to $500MM Sr. Notes

CATAMARAN CORP: Moody's Rates $500MM Senior Unsecured Notes 'Ba3'
CEETOP INC: Guihua Du Stake at 5.6% as of Feb. 20
CEETOP INC: Weikang Zhu Stake at 6.1% as of Feb. 20
CEETOP INC: Haoxiang Liu Stake at 7.2% as of Feb. 20
CEETOP INC: Tingfa Lou Stake at 7.3% as of Feb. 20

CEREPLAST INC: Provides Financial Info to Creditors, Court
CEREPLAST INC: OTC BB Trading Symbol Changed to "CERPQ"
CHEYENNE HOTEL: HLT, Colorado East Object to Plan Disclosures
CIDRA METALLIC: Case Summary & 20 Largest Unsecured Creditors
CLASSIFIED VENTURES: Consortium Seeks to Sell Cars.com for $3B

COLOR STAR: April 14 Hearing on Employment of Brad Walker as CRO
COLOR STAR: Cash Collateral Hearing on March 17
COMARCO INC: Appoints Chief Accounting Officer
CST BRANDS: Store Sales No Impact on Moody's 'Ba2' CFR
DETROIT, MI: Reaches $120-Mil. Loan Deal with Barclays

DETROIT, MI: Plan-related Hearing Pushed a Month Later
ECO BUILDING: Incurs $2.4 Million Net Loss in Dec. 31 Quarter
EDISON MISSION: March 11 Hearing on Bid to Estimate EIX Claims
ELBIT IMAGING: Recognizes NIS 1.6BB Gain From Debt Restructuring
ELBIT IMAGING: Avram Z. Friedman Owns 14% of Ordinary Shares

EMERITO ESTRADA: Creditor Seeks Case Dismissal
EMPIRE DIE: To Change Case Caption to "E.D.C. Liquidating"
ENDEAVOUR INTERNATIONAL: Talisman Nominates 2 Directors to Board
ENVISION SOLAR: Inks Consulting Agreement with Cronus
EURAMAX INTERNATIONAL: Appoints Hugh Sawyer as Interim President

EVENT RENTALS: March 14 Hearing to Approve Incentive Plans
EVENT RENTALS: March 14 Hearing on Employment of Fox Rothschild
EVENT RENTALS: Hiring Jefferies LLC as Investment Banker
EXIDE TECHNOLOGIES: Bernstein Shur Okayed as Fee Examiner's Atty
EXIDE TECHNOLOGIES: Committee Defends Bid to Hire Consultant

EZ MAILING SERVICE: Voluntary Chapter 11 Case Summary
FERRIS PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
FISHER ISLAND: Court OKs Termination of Examiner Appointment
FISKER AUTOMOTIVE: March 21 Final Hearing on Wanxiang DIP Loan
FOCUS LEARNING: Fitch Puts BB+ Rating on $9.3MM Bonds on Watch Neg

FUNERARIA DEL NOROESTE: Case Summary & 9 Top Unsecured Creditors
FURNITURE BRANDS: Yash Seeks Payment of Proper Cure Amount
FRED RADANDT: Case Summary & Largest Unsecured Creditors
GASCO ENERGY: Extends Credit Agreement Termination Date to May 19
GASCO ENERGY: Orogen and Markham Own 97.9% Equity Stake

GEOMET INC: Atlas Energy Stake at 48.9% as of Feb. 13
GEOMET INC: Yorktown Energy Holds 30.6% Equity Stake
GIPPSLAND SECURED: Deutsche Bank Wins Auction for GSI Loan Book
HOVNANIAN ENTERPRISES: Presented at J.P. Morgan Conference
HYDROCARB ENERGY: Files Financial Statements of Hydrocarb Corp

ING U.S.: Fitch Affirms 'BB' Jr. Subordinated Debt Rating
INTELLIPHARMACEUTICS INT'L: Annual Meeting Set on March 27
IZEA INC: Completes $12 Million Private Placement
JEWETT PUBLICATIONS: Voluntary Chapter 11 Case Summary
JIMENEZ PROPERTIES: Case Summary & 2 Largest Unsecured Creditors

JMR DEVELOPMENT: United States Asks Court to Dismiss Case
KASPER LAND: Section 341(a) Meeting Scheduled for April 17
LANDS' END: S&P Assigns 'B+' CCR & Rates First-Lien Term Loan 'B+'
LDK SOLAR: Welcomes Appointment of Joint Provisional Liquidators
LEUCADIA NATIONAL: Fitch Affirms 'BB+' Sr. Sub. Debt Rating

LEXELL LLC: Case Summary & 20 Largest Unsecured Creditors
LIFE CARE ST JOHNS: Confirms Plan of Reorganization
MAMMOTH LAKES: S&P Raises Rating on COPs From 'BB+'
MARINA BIOTECH: Has Deal to Issue $6MM Convertible Pref. Stock
MD RANGEL: Voluntary Chapter 11 Case Summary

MGM RESORTS: Incurs $156.6 Million Net Loss in 2013
MICROSEMI CORP: S&P Assigns 'BB+' Rating to Proposed $646MM Loan
MISSION NEW ENERGY: General Shareholders' Meeting on March 28
MMODAL INC: Preparing to File for Bankruptcy
MORTGAGE GUARANTY: S&P Raises Issuer Credit Rating to 'BB'

NEOMEDIA TECHNOLOGIES: To Merge With Unit to Avoid Default
NETWORK CN: Obtains $750,000 From Private Placements
NEW LIFE INT'L: Hiring Real Estate Agents to Market Properties
NEW LIFE INT'L: Committee to Retain Bradley Arant as Counsel
NEW LIFE INT'L: Files Schedules of Assets and Liabilities

NEW LIFE INT'L: Hiring of Gullett Sanford, Kraft CPAs Okayed
NEWWAVE: Proposed $38.5MM Add-on Debt No Impact on Moody's B3 CFR
NII HOLDINGS: EVP Business Development Resigns
NOBLE LOGISTICS: Has Interim Authority to Tap DIP Loans
NOBLE LOGISTICS: Can Employ Prime Clerk as Claims & Noticing Agent

NORTH LAS VEGAS: S&P Lowers Tax Rating to 'BB-'; Outlook Negative
NORTHERN BEEF: Gao Changchun Contests Priority of White Oak's Lien
OCTAVIAR ADMINISTRATION: Liquidator Files Sec. 1515 Statement
OCTAVIAR ADMINISTRATION: April 10 Hearing on U.S. Recognition
ODYSSEY PICTURES: T. Johnson Replaces P. Rodgers as Auditor

OLD REDFORD: S&P Affirms 'BB' Rating & Removes from CreditWatch
ORECK CORP: Court Moves Exclusive Plan Filing Deadline to May 1
ORECK CORP: Court Okays Settlement With Black Diamond
OVERLAND STORAGE: Marathon Capital Holds 7.2% Equity Stake
PACIFIC PROPERTY: Court Imposes 2nd-Tier Penalty to Founders

PETROFORTE BRASILEIRO: Chapter 15 Case Summary
PRESTIGIOUS PROPERTIES: Case Summary & 2 Top Unsecured Creditors
PULSE ELECTRONICS: OCM PE Stake at 69.8% as of Feb. 21
QUARTZ HILL MINING: Case Summary & Largest Unsecured Creditors
RADIOSHACK CORP: Fitch Affirms 'CCC' LT Issuer Default Rating

RADNET MANAGEMENT: Moody's Rates $180MM 2nd Lien Term Debt 'Caa1'
RADNET MANAGEMENT: S&P Affirms 'B' CCR & Rates $180MM Loan 'CCC+'
REPUBLIC OF TEXAS: Gets Initial Order of CHILLO Energy Drink
ROAD INFRASTRUCTURE: S&P Affirms 'B' CCR Over Eberle Acquisition
ROCKWELL MEDICAL: Incurs $8.3 Million Net Loss in 4th Quarter

RR DONNELLEY: Moody's Rates New $350MM Unsecured Notes 'Ba3'
RR DONNELLEY: S&P Assigns 'BB-' Rating to $350MM 10-Yr. Notes
SANCHEZ ENERGY: Moody's Hikes Corporate Family Rating to 'B2'
SANIBEL DIAMOND: City Can't Interfere in Liquidation Sale
SELECT MEDICAL: $110MM Notes Add-on No Impact on Moody's B1 CFR

SELECT MEDICAL: S&P Retains 'B+' CCR Over $110MM Debt Add-On
SEVEN ARTS: Juan Navarro Reports 14.4% Equity Stake
SHANGHAI CHAORI: In Default on Bond Interest Payments
SINCLAIR BROADCAST: Reports $75.8 Million Net Income in 2013
SOLAR POWER: Director Jack Lai Quits

ST. FRANCIS' HOSPITAL: Asks Court to Determine Stake in Plan Funds
ST. FRANCIS' HOSPITAL: Seeks More Time to Decide on Leases
STUDIO ONE: Case Summary & 4 Largest Unsecured Creditors
SWJ MANAGEMENT: Section 341(a) Meeting Set on April 7
TENET HEALTHCARE: Fitch Rates $600MM Sr. Unsecured Notes 'B-/RR5'

TOBACCO SETTLEMENT: S&P Puts CCC+ Rating on CreditWatch Positive
TOUSA INC: J Beck Wants Court to Specify Allocation of Interests
UMASS MEMORIAL: Moody's Lowers Rating to Ba1; Outlook Negative
UNI-PIXEL INC: Incurs $15.2 Million Net Loss in 2013
UNIVERSAL UNDERSTANDING: Claims Bar Date Set for May 15

USG CORP: Swings to $46 Million Net Income in 2013
VICTORY ENERGY: Amends 2012 Annual Report to Add Exhibit
VICTORY ENERGY: Files Q1, Q2 and Q3 2013 Forms 10-Q
VICTORY ENERGY: Gets $36MM of Bank and Private Placement Funding
WESTERN NEVADA: Court Okays Sale of Accounts to Capital Asset

WESTERN NEVADA: Panel's Motion to Appoint Ch 11 Trustee Denied
WESTLUND ENGINEERING: Case Summary & 17 Top Unsecured Creditors
YORK NEVADA: Old Republic to Auction Valley View Asset on March 17
YRC WORLDWIDE: Grants 76,666 Stock Awards to Executives

* Puerto Rico Bank Hires Restructuring Expert
* Fitch Says Possible Restaurant Bankruptcies Show Challenges

* Patton Boggs Engages Former Dewey Restructuring Adviser

* BOND PRICING -- For Week From March 3 to 7, 2014


                             *********


ABLE FOOD SERVICE: Involuntary Chapter 11 Case Summary
------------------------------------------------------
Alleged Debtor: Able Food Service Inc.
                2520 S Birch St.
                Santa Ana, CA 92707

Case Number: 14-11447

Involuntary Chapter 11 Petition Date: March 7, 2014

Court: United States Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Hon. Catherine E. Bauer

Petitioners' Counsel: Michael D Good, Esq.
                      SOUTHBAY LAW FIRM
                      21535 Hawthorne Blvd Ste 210
                      Torrance, CA 90503
                      Tel: 310-373-2075
                      Fax: 310-356-3229
                      Email: mgood@southbaylawfirm.com

Debtor's petitioners:

Petitioner                  Nature of Claim    Claim Amount
----------                  ---------------    ------------
Sebastian's Auto Body       Services rendered    $7,520
1631 S Fairview St
Santa Ana, Ca 92704

Nelson M Celestino          Promissory Note     $10,000
14300 Clinton St #163
Garden Grove, Ca 92843

Rosa M Hernandez            Promissory Note     $20,000
3101 S Fairview Ave #148
Santa Ana, Ca 92704


ADVANCED MICRO DEVICES: Issues $600 Million of Senior Notes
-----------------------------------------------------------
Advanced Micro Devices, Inc., issued $600,000,000 aggregate
principal amount of 6.75 percent Senior Notes due 2019.  The terms
and conditions of the Notes and related matters are set forth in
the Indenture, dated as of Feb. 26, 2014, by and between the
Company and Wells Fargo Bank, National Association, as trustee.  A
copy of the Indenture, including the form of the Notes, is
available for free at http://is.gd/AOSI8U

The Notes are general unsecured senior obligations of the Company.
Interest is payable on March 1 and September 1 of each year
beginning Sept. 1, 2014, until the maturity date of March 1, 2019.
The Company's obligations under the Notes are not guaranteed by
any third party.

In connection with the issuance and sale of the Notes, the Company
also entered into a registration rights agreement, dated Feb. 26,
2014, with Merrill Lynch, Pierce, Fenner & Smith Incorporated, as
representative of the initial purchasers of the Notes.  Pursuant
to the Registration Rights Agreement, the Company will file an
exchange offer registration statement with the Securities and
Exchange Commission with respect to an offer to exchange the Notes
for notes having identical terms in all material respects to the
Notes and which will evidence the same continuing indebtedness of
the Company (except that the Exchange Notes will not contain terms
with respect to transfer restrictions or the interest rate
increases).  The Company will use its commercially reasonable
efforts to cause the exchange offer registration statement to be
declared effective by the SEC under the Securities Act of 1933, as
amended, and to consummate the exchange offer by no later than
Feb. 26, 2015.  If the Company does not meet any of the above
deadlines then, subject to certain exceptions, the interest rate
borne by the Notes will be increased by 0.25 percent per annum for
the first 90-day period.  Thereafter, the interest rate will be
increased by an additional 0.25 percent per annum for each
subsequent 90-day period that elapses until that Registration
Default is cured, provided that the aggregate increase in such
annual interest rate may in no event exceed 1.00 percent.

                    About Advanced Micro Devices

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

For the nine months ended Sept. 28, 2013, Advanced Micro incurred
a net loss of $172 million.  Advanced Micro reported a net loss of
$1.18 billion for the year ended Dec. 29, 2012, following net
income of $491 million for the year ended Dec. 31, 2011.  As of
Sept. 28, 2013, the Company had $4.31 billion in total assets,
$3.88 billion in total liabilities and $434 million in total
stockholders' equity.

                          *     *     *

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

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

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


ADVANCED MICRO DEVICES: Amends Tender Offer Statement
-----------------------------------------------------
Advanced Micro Devices, Inc., filed a first amendment to its
tender offer statement on Schedule TO originally filed with the
U.S. Securities and Exchange Commission on Feb. 20, 2014, in
connection with its offer to purchase for cash up to $425,000,000
aggregate principal amount of AMD's outstanding 6.00 percent
Convertible Senior Notes due 2015.

The section titled "Terms of the Offer-Conditions to the Offer" of
the Offer to Purchase is amended and supplemented by the following
information:

     The Financing Condition (as set forth on the front cover of
     the Offer to Purchase) has been satisfied as of Feb. 26,
     2014.  In satisfaction of the Financing Condition, on
     February 26, 2014, the Company issued $600,000,000 aggregate
     principal amount of 6.75% Senior Notes due 2019 (the "New
     Notes"), resulting in net proceeds to the company of
     approximately $590 million after deducting the initial
     purchasers' discounts and estimated transaction expenses.
     The terms and conditions of the New Notes and related matters
     are set forth in the Indenture, dated as of February 26,
     2014, by and between the Company and Wells Fargo Bank,
     National Association, as trustee (the "Indenture").  In
     connection with the issuance and sale of the New Notes, the
     Company also entered into a registration rights agreement,
     dated February 26, 2014, with Merrill Lynch, Pierce, Fenner &
     Smith Incorporated, as representative of the initial
     purchasers of the Notes (the "Registration Rights
     Agreement").  The Offer remains subject to the satisfaction
     of the other conditions set forth in the Offer to Purchase.

A copy of the amended Schedule TO is available for free at:

                        http://is.gd/6XD1rN

                   About Advanced Micro Devices

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

For the nine months ended Sept. 28, 2013, Advanced Micro incurred
a net loss of $172 million.  Advanced Micro reported a net loss of
$1.18 billion for the year ended Dec. 29, 2012, following net
income of $491 million for the year ended Dec. 31, 2011.  As of
Sept. 28, 2013, the Company had $4.31 billion in total assets,
$3.88 billion in total liabilities and $434 millioon in total
stockholders' equity.

                          *     *     *

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

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

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


ALION SCIENCE: S&P Lowers CCR to 'CC' on Weak Liquidity
-------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on McLean, Va.-based Alion Science and Technology
Corp. to 'CC' from 'CCC+'.  The outlook is negative.

S&P also lowered the ratings on the company's revolving credit
facility to 'CCC' from 'B', on the secured notes to 'CCC-' from
'B-', and on the unsecured notes to 'C' from 'CCC-'.  S&P's
recovery ratings on the senior secured revolving credit facility,
secured notes, and unsecured notes remain unchanged, at '1', '2'
and '6', respectively.

"The ratings downgrade reflects a capital structure that matures
within 12 months, a currently 'weak' liquidity assessment, which
we revised from 'less than adequate', and our expectation that we
would classify an exchange offer or similar restructuring
undertaken by Alion as distressed," said Standard & Poor's credit
analyst Martha Toll-Reed.

Alion has been actively engaged in efforts to refinance, retire,
or amend its existing debt agreements.

The outlook is negative, reflecting S&P's expectation that it
would classify an exchange offer or similar restructuring
undertaken by Alion as distressed.  Furthermore, in the absence of
an exchange offer or refinancing, the company will be unable to
repay the secured and unsecured notes on their maturity dates.


ASPEN DENTAL: No Refinancing Has No Impact on Moody's B2 Ratings
----------------------------------------------------------------
Moody's Investors Service said that Aspen Dental Management,
Inc.'s decision not to undertake its proposed refinancing
transaction announced in February 2014 does not impact the B2
Corporate Family Rating, B2-PD Probability of Default Rating or
the B2 rating on the company's senior secured credit facilities.
The stable outlook is unchanged. The proposed credit facilities
included a $40 million senior secured revolving credit facility
and a $330 million senior secured term loan, which would have been
used to refinance existing debt.

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 East Syracuse, New York, Aspen Dental Management,
Inc. ("Aspen") provides business support services to Aspen Dental
branded dental practices owned by professional corporations
("PC"). The company is privately-held by PE firms Leonard Green &
Partners and Ares Capital. Aspen affiliates with its dentists
through two models: the Large Group Practice model and the
practice ownership program ("POP"). Under the Large Group Practice
model (roughly 50% of offices), dentists are at-will employees of
the PCs, where the PCs own the medical records, patient lists, and
operating records. Under the POP model (roughly 50% of offices),
dentists purchase the medical records from the PC to own their own
smaller practice. The company's audited financials do not
consolidate the POP practices. As of September 30, 2013, excluding
POP offices, the company generated net revenues of approximately
$491 million, while the consolidated revenues for all dental
offices, including POP offices, was approximately $645 million for
the same period.


ATHLON HOLDINGS: S&P Revises Outlook to Positive & Affirms 'B' CCR
------------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its rating
outlook on Ft. Worth, Texas-based Athlon Holdings L.P. to positive
from stable and affirmed its 'B' corporate credit rating on the
company.

At the same time, S&P affirmed its 'CCC+' issue-level rating on
Athlon's senior unsecured notes.  The '6' recovery rating on the
notes remains unchanged.

Oil and gas E&P company Athlon Holdings L.P. announced that year-
end 2013 proven reserve base increased 48% to 127 million barrels
of oil equivalent (boe), 80% of which is oil and natural gas
liquids (NGLs) and 37% of which is developed.  The company expects
to expand production 60%-70% this year to about 20,000 boe per
day, which S&P believes is achievable based on its eight vertical
rig and one to two horizontal rig program in the oil-rich Permian
Basin.

"The positive outlook incorporates our expectation that Athlon
will continue to expand its proved developed reserves and
production, while maintaining above-average profitability and
adequate liquidity, which will likely occur if the company
continues to achieve success in its horizontal drilling program,"
said Standard & Poor's credit analyst Carin Dehne-Kiley.

S&P could raise the rating if the company were able to increase
its proved reserve base, proved developed percentage, and daily
production rate to levels more in line with the 'B+' rated peer
group averages, which were 170 million boe (at year-end 2012), 55%
proved developed (at year-end 2012), and 25,000 to 45,000 boe/d
(in the third quarter of 2013), respectively.

S&P could revise the outlook to stable if the company does not
achieve the growth it projects, which would most likely be due to
horizontal well results coming in below S&P's expectations.


AURICO GOLD: Moody's Assigns 'B2' Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service assigned AuRico Gold Inc. a B2 Corporate
Family rating (CFR), B2-PD Probability of Default rating and SGL-3
speculative grade liquidity rating. Moody's also assigned a B3,
71-LGD5 senior unsecured rating to AuRico's proposed US$300
million notes issue, due 2022. The rating outlook is stable. This
is the first time Moody's has rated AuRico.

Ratings Rationale

AuRico's B2 CFR is driven by its modest scale, limited mine
diversity, relatively high cash costs and execution risks
associated with the ramp-up of its Young-Davidson underground
mine. The rating also reflects Moody's view that AuRico's adjusted
leverage (Debt/ EBITDA) may remain in the 4x-5x range through the
next year, incorporating a $1,100/oz gold price sensitivity. The
rating is favorably influenced by the location of AuRico's key
assets in stable operating jurisdictions (Canada and Mexico), long
reserve life, and Moody's expectation that AuRico will increase
its production and reduce its cash costs over the next couple of
years.

Moody's expects AuRico will use proceeds from the proposed notes
issue to repay its existing $167 million convertible senior notes
and $75 million of drawings under its $150 million revolver. In
the event AuRico is unable to fully retire its convertible notes,
Moody's expects the company will set aside sufficient surplus cash
to satisfy the convertible notes upon maturity in 2016. The notes
have been rated at one level below the CFR to reflect their
subordination to potential usage under the secured revolver.

AuRico's liquidity is adequate. Pro-forma cash of $190 million and
its $150 million unused revolver as at December 31, 2013 provide
good liquidity compared to Moody's expectation of up to $100
million of free cash flow consumption in 2014. However, the
liquidity rating is constrained by Moody's belief that AuRico
would have limited cushion to its bank facility covenants
incorporating the agency's gold price sensitivity analysis.

The stable outlook reflects Moody's expectation that AuRico will
maintain relatively steady production from El-Chanate and that
Young-Davidson's underground mine will steadily ramp-up production
through the next couple of years, supporting a reduction in total
cash costs (revenue-EBITDA) towards $800/ ounces of gold.

What Could Change The Rating Up/Down

A higher rating would require AuRico to increase its annual
production towards 400,000 ounces of gold while reducing its total
cash costs towards $750/oz Moody's would also need to expect
AuRico would de-lever and then maintain leverage below 3.5x.

A lower rating would result from operating challenges that
significantly impaired Moody's cash flow expectations from Young-
Davidson and/or El-Chanate, or if Moody's expected AuRico's
leverage would be sustained above 5x.

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

Headquartered in Toronto, Ontario, AuRico Gold Inc. owns and
operates the Young-Davison gold mine in Ontario, Canada and El-
Chanate mine in Sonora, Mexico.


AVIS BUDGET: S&P Puts 'B+' CCR on CreditWatch Positive
------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on
Parsippany, N.J.-based car and truck renter Avis Budget Group
Inc., including the 'B+' corporate credit rating, on CreditWatch
with positive implications.

At the same time, S&P affirmed the 'B' issue-level rating on the
6% notes due 2021 of indirect subsidiary Avis Budget Finance plc
in light of the proposed EUR150 million add-on, and placed the
rating on CreditWatch.  The recovery rating is '5', indicating
S&P's expectation that lenders would receive modest (10%-30%)
recovery or principal in the event of a payment default.  Proceeds
will be used to redeem a portion of the company's 8.25% senior
notes due 2019, and for general corporate purposes.

Avis Budget's EBITDA interest coverage rose to 5.4x in 2013 from
4.5x a year earlier, primarily because of lower interest expense
relating to refinancing of a substantial portion of its debt at
lower rates.  The company has maintained its other credit metrics,
with funds from operations to debt of 22% and debt to EBITDA of
3.7x in 2013.  S&P expects the company's operating performance to
continue to benefit as it realizes synergies from its Avis Europe
and Zipcar acquisitions.

Standard & Poor's characterizes the company's business profile as
"fair," its financial profile as "aggressive," and its liquidity
as "adequate" under its criteria.

S&P will assess the company's credit prospects, based on its
expectations of operating performance and continued favorable
interest expense trends, to resolve the CreditWatch.


BIRKELAND FAMILY: Clark County Asset to Be Sold March 20
--------------------------------------------------------
First American Title Insurance Company, as trustee, will sell at a
public auction on March 20, 2014, at 10:00 a.m., a real property
described as a portion of the Northeast Quarter of Section 10,
Township 21 South, Range 61 East, M.D.M., Clark County, Nevada.

First American is the duly appointed Trustee under a 2007 Deed of
Trust executed by Birkeland Family Nevada, LLC II, as trustor, to
secure certain obligations in favor of Countrywide Commercial Real
Estate Finance, Inc., as original beneficiary.  The Deed of Trust
has since been assigned to other lenders, the most current of
which is MLCFC 2007-7 MARYLAND PARKWAY, LLC.

The sale will be made to satisfy the unpaid balance and other
charges -- estimated at $13,119,598.27 -- of Birkeland under the
Deed of Trust.  Accrued interest and additional advances, if any,
may increase this figure prior to the sale.

The Beneficiary may elect to bid less than their full credit bid.

For more information on the auction, contact:

          Russell M. Dalton
          Vice President
          First American Title Insurance Company
          2500 Paseo Verde Parkway, STE 120
          Henderson, NV 89074
          Tel: (702) 731-4131


BOART LONGYEAR: S&P Lowers CCR to 'CCC+'; Outlook Negative
----------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Boart Longyear Ltd. to 'CCC+' from 'B'.  At the
same time, S&P lowered its issue level ratings on subsidiary Boart
Longyear Management Pty Ltd.'s secured notes to 'B' from 'BB-' and
its senior unsecured notes to 'CCC+' from 'B'.  The '1' recovery
rating on the secured notes indicates S&P's expectation for very
high (90% to 100%) recovery and the '4' recovery rating on the
unsecured notes indicates its expectation for average (30% to 50%)
recovery in the event of a payment default.

"The downgrade follows a year in which Boart Longyear's adjusted
EBITDA dropped by nearly two-thirds because demand for its
drilling services and products plummeted as global mining
companies cut exploration and mining capital spending," said
Standard & Poor's credit analyst James Fielding.  "We expect these
adverse conditions to continue in 2014 and for the company's
leverage to possibly approach 10x, a level that we view to be
unsustainable."

The negative outlook reflects S&P's view that Boart Longyear's
EBITDA will remain low and its leverage very high over the next 12
months, as stubbornly weak prices for many metals depress
investment by miners.

S&P would lower its ratings by one or more notches if conditions
worsened and EBITDA dropped below $52 million, leaving the cushion
above its minimum EBITDA covenant at less than 15%.  S&P would
also lower its ratings to 'D' or 'SD' (selective default) if the
outcome of the company's strategic review included an exchange
offer or renegotiation of the terms of the company's debt that
resulted in creditors receiving less than originally promised.

An upgrade is unlikely over the next 12 months given S&P's
expectation that gold, copper, and iron ore prices will not
improve in 2014 or 2015.  In this scenario, S&P would expect
limited exploration investment by commodities miners and limited
demand for Boart Longyear's drilling services and products.
Rating upside is further limited until constraints under
temporarily suspended minimum liquidity and minimum interest
coverage covenants are permanently alleviated.


CAESARS ENTERTAINMENT: Sells $2.2BB Assets to Caesars Growth
------------------------------------------------------------
Caesars Entertainment Corporation has entered into a definitive
agreement to sell Bally's Las Vegas, The Cromwell (formerly Bill's
Gamblin' Hall & Saloon), The Quad and Harrah's New Orleans to
Caesars Growth Partners, LLC, for a purchase price of $2.2
billion, including assumed debt of $185 million and committed
project capital expenditures of $223 million, resulting in
anticipated cash proceeds of $1.8 billion.  The transaction is
expected to close in the second quarter of 2014, subject to
certain closing conditions, including the receipt of required
regulatory approvals.  These actions are part of ongoing efforts
to address Caesars Entertainment Operating Company, Inc.'s overall
capital structure and position that subsidiary of Caesars
Entertainment to enhance equity value.

Caesars Entertainment and its affiliated companies will manage the
purchased properties, allowing continued integration with the
Total Rewards network and related synergies.  The sale of Bally's,
The Cromwell, The Quad and Harrah's New Orleans to Caesars Growth
Partners preserves the network value of the four properties while
enhancing liquidity at CEOC.  The sale also includes a financial
stake in the associated management fee stream.  This asset sale
will also facilitate new investment in these properties, some of
which require considerable capital expenditures to realize their
full potential as part of Caesars' network at the center of the
Las Vegas Strip.

The asset sale was negotiated and unanimously recommended by
special committees comprised of independent members of the boards
of directors of Caesars Entertainment Corporation and Caesars
Acquisition Company (NASDAQ: CACQ), the managing member of Caesars
Growth Partners.  Centerview Partners and Duff & Phelps served as
financial advisors to the special committee of Caesars
Entertainment Corporation and Reed Smith LLP served as the
committee's legal counsel.  With this transaction, Caesars
Acquisition Company has announced a $223 million renovation of The
Quad Resort & Casino.

"Since being taken private near the beginning of the global
financial crisis, we have faced an incredibly challenging business
environment and a highly leveraged capital structure.  Despite
these obstacles, we have invested significantly in the growth of
our network and the enhancement of our assets while concurrently
deploying a wide array of financial and operational tools to
manage the company's capital structure and create value," said
Gary Loveman, chairman and chief executive officer of Caesars
Entertainment.  "Entering 2014, I am very excited about our new
customer offerings.  Across our network, we have recently opened
or will open promising new projects and amenities, such as The
LINQ and High Roller and upgrades throughout Las Vegas.  We also
share in the economic benefits associated with Caesars Growth
Partners, including considerable growth last year at Caesars
Interactive Entertainment, Inc., through social and mobile games
and the launch of real-money online gaming in Nevada and New
Jersey."

Caesars Entertainment has a market capitalization of approximately
$3.5 billion and is now comprised of three primary structures:
Caesars Entertainment Resort Properties (CERP), its interest in
Caesars Growth Partners, LLC (CGP), a joint venture in which
Caesars Entertainment holds a 58 percent economic interest, and
CEOC. CERP is made up of six casino properties, predominantly in
Las Vegas, as well as The LINQ development and the Octavius Tower
at Caesars Palace.  Caesars Growth Partners owns Caesars
Interactive Entertainment as well as the Planet Hollywood Resort
in Las Vegas, a 41 percent interest in Horseshoe Baltimore and the
assets that will be acquired through this transaction.  Caesars
Growth Partners' managing member is Caesars Acquisition Company, a
nearly $2 billion market capitalization publicly traded company.

"Today's asset sales mark an important step in our ongoing efforts
to repair CEOC's balance sheet," Loveman said.  "Caesars
Entertainment and Caesars Acquisition Company have a combined
equity market capitalization of more than $5 billion.  To build
equity value, we have employed a full complement of operating and
financial tools.  The toolbox, which includes cost management,
working capital management, operational improvements,
acquisitions, asset sales, credit agreement amendments, innovative
operating strategies, exchange offers and equity raises, has
helped to create two stable entities.  The company expects to
deploy a similar array of tools to improve CEOC's financial
position and build equity value."

Pro forma for this transaction, CEOC will have in excess of $3.2
billion in cash as of Dec. 31, 2013.  CEOC will also be relieved
of potential capital expenditure requirements for the purchased
properties.  CEOC intends to use a portion of the proceeds from
the asset sales to reduce bank debt.

In addition to financial and capital structure initiatives,
Caesars is focused on generating additional operational efficiency
in 2014.  In 2013, the company implemented a program to both
improve its working capital and excess cash by $500 million and to
generate $500 million of operating and EBITDA improvements.
Through this plan, the company has made substantial progress
towards that goal and expects the program to benefit CEOC this
year.  The company plans to provide updates on additional
achievements during 2014.  The recent ratification of a new long-
term labor agreement in Nevada presents Caesars with a stable
platform for growth opportunities, particularly in the hospitality
and entertainment segments.

Preliminary Fourth Quarter 2013 Financial Results

Separately, Caesars Entertainment announced preliminary results
for the fourth quarter of 2013 that include consolidated results
for Caesars Growth Partners.  The company expects to report its
financial results for the quarter and full-year ended Dec. 31,
2013, in March.

Commenting on the results, Loveman concluded: "2013 was a year of
considerable progress and activity for Caesars.  We significantly
invested in growth projects and undertook a number of actions
designed to enhance the company's capital structure and create
value.  For the fourth quarter, performance in some of our
regional areas, particularly Atlantic City, was disappointing.  We
are, however, encouraged by volume and visitation trends in Las
Vegas.  We are excited about our prospects there fueled by organic
growth as well as our hospitality investments."

While Caesars Entertainment has not yet completed its financial
statements for the quarter ended Dec. 31, 2013, the company
currently expects consolidated net revenue to be in the range of
approximately $2,050 million to $2,110 million and that its
Adjusted EBITDA will be in the range of approximately $395 million
to $415 million for the quarter ended Dec. 31, 2013.  Estimated
net loss attributable to Caesars Entertainment for the quarter
ended Dec. 31, 2013, is expected to range between $1,700 million
and $1,820 million, compared to net loss attributable to Caesars
Entertainment of $480.3 million for the quarter ended Dec. 31,
2012.

Consolidated net revenues for the fourth quarter of 2013 are
expected to increase slightly as compared to the prior year
primarily due to the combination of increases in pass-through
reimbursable management costs, growth at Caesars Interactive
Entertainment and declines in promotional allowance, offset by
lower casino revenue.  The decline in casino revenue is primarily
attributable to continued weakness in certain domestic markets
outside of Nevada and the impact on revenues resulting from the
partial sale of our Conrad Punta del Este, Uruguay casino in the
second quarter 2013.  Adjusted EBITDA is expected to be down
slightly as compared to the prior year due to the decline in
casino revenues.  Net loss attributable to Caesars Entertainment
for the fourth quarter of 2013 as compared to 2012 is expected to
increase as a result of significantly larger impairments of
tangible and intangible assets in 2013 as compared to the prior
year quarter, as well as the income impact of lower casino
revenues, and increased interest expense, partially offset by
lower depreciation due to certain assets becoming fully
depreciated early in 2013.

Additional information is available for free at:

                        http://is.gd/IRirWw

                    About Caesars Entertainment

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

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

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

                           *     *     *

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

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

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

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


CAMARILLO PLAZA: Taps Gordon Strange to Handle Collection Actions
-----------------------------------------------------------------
Camarillo Plaza, LLC, has said in Court papers it needs counsel to
pursue a guarantor who is liable for rents prior to the sale of
the Debtor's shopping center.

In Court papers filed Jan. 27, Camarillo Plaza asked the
Bankruptcy Court to approve the hiring of Gordon C. Strange, Esq.,
as special counsel.  Mr. Strange specializes in state court
collection actions.

Mr. Strange will represent the Debtor in various state actions as
necessary, against the Debtor's defaulting lessees or the lessee's
guarantor, with respect to the unpaid lease payments and any other
sums due under the lease upon default, that remain due, owing and
unpaid under any lease with the Debtor.

Mr. Strange's hourly rate is $100; he said he holds no claim
against the Debtor's estate.

                       About Camarillo Plaza

Shopping center operator Camarillo Plaza LLC, based in Los
Angeles, California, filed for Chapter 11 bankruptcy (Bankr. C.D.
Calif. Case No. 11-59637) on Dec. 5, 2011.  Judge Sheri Bluebond
was assigned to the case.  At the Debtor's behest the next day,
the case was transferred to the Northern Division (Bankr. C.D.
Calif. Case No. 11-bk-15562).  The case in the Los Angeles
Division was closed, and Judge Robin Riblet took over from Judge
Bluebond.

The Debtor scheduled assets of $21.6 million and liabilities of
$12.3 million as of the Chapter 11 filing.  Janet A. Lawson, Esq.,
in Ventura County, California, serves as the Debtor's counsel.
The petition was signed by Aaron Arnold Klein, managing partner.

Alan M. Feld, Esq., at Sheppard, Mullin, Richter & Hampton LLP
represents creditor Wells Fargo Bank, N.A.

The Debtor won confirmation of its Third Amended Plan of
Reorganization in 2013.  The Plan would be funded through the all-
cash sale of the Debtor's 74,072 square foot shopping center
commonly known as Camarillo Plaza and the underlying real
property, located at 1701-1877 East Daily Drive, in Camarillo,
California, to be conducted via a competitive bidding process.
Following consummation of the sale, the Debtor said there will be
net cash proceeds sufficient to satisfy all allowed claims.

The Debtor and the Wells Fargo Bank, N.A., as Trustee for the
Registered Holders of Credit Suisse First Boston Mortgage
Securities Corp., Commercial Pass-Through Certificates, Series
2006-C3, entered into the stipulation regarding Claim 3-1 filed by
Wells Fargo.  The parties agreed that as of July 15, 2013, the
allowed claim is $15,159,517, subject to adjustments.

General unsecured creditors holding undisputed claims will recover
100% without interest on the Effective Date.

Upon receipt of proceeds of the sale of the Debtor's property, the
Debtor's counsel, Janet A. Lawson, Esq., will place $500,000 in a
separate attorney trust fund account as reserve to pay for the
disputed claims of Brendan's Irish Pub & Restaurant and Ramiro
Martinez against the Debtor's estate and promptly cure all
defaults of Debtor (if any), under the leases the Debtor has
assumed and assigned to the buyer of the Debtor's property.


CASH STORE: Selects Rothschild as Independent Financial Advisor
---------------------------------------------------------------
The special committee of The Cash Store Financial Services Inc.'s
Board of Directors has selected Rothschild as its independent
financial advisor to assist it in its strategic alternative review
process.

As previously disclosed, the Board of Directors constituted a
special committee of independent directors to (i) review and
respond to recent developments in Ontario regarding the Company's
inability to sell payday loan products in Ontario and (ii) to
carefully evaluate the strategic alternatives available to the
Company with a view to maximizing value for all of its
stakeholders.

The Board has not established a definitive timeline for the
special committee of independent directors to complete its review
and there can be no assurance that this process will result in any
specific strategic or financial or other value-creating
transaction.  The Company does not currently intend to disclose
further developments with respect to this process, unless and
until the Board of Directors approves a specific transaction,
concludes its review of the strategic alternatives or otherwise
determines there is material information to communicate.

                     About Cash Store Financial

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

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

Cash Store Financial employs approximately 1,900 associates.

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

                          *     *     *

As reported in the Feb. 18, 2014, edition of the TCR, Standard &
Poor's Ratings Services said it lowered its issuer credit rating
on Edmonton, Alta.-based The Cash Store Financial Services Inc.
(CSF) to 'CCC' from 'CCC+'.  The downgrade follows the Ontario
Superior Court of Justice's order that CSF is prohibited from
acting as a loan broker for its basic line of credit product
without a brokers license under the Payday Loans Act, 2008.

As reported by the TCR on Feb. 21, 2014, Moody's Investors Service
downgraded the Corporate Family rating of Cash Store Financial
Services Inc to Ca from Caa2.  The downgrade reflects the
increased pressure on Cash Store's near-term liquidity position
after the company was forced to cease offering its Line of Credit
product in Ontario by its regulator, the Ministry of Consumer
Services.


CASH STORE: Stonerise Capital Holds 4.4% Equity Stake
-----------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Stonerise Capital Management, LLC, and
Stonerise Capital Partners Master Fund, L.P., disclosed that as of
Feb. 24, 2014, they beneficially owned 781,023 common shares of
The Cash Store Financial Services Inc. representing 4.4 percent of
the shares outstanding.  A copy of the regulatory filing is
available for free at http://is.gd/s51QQ3

                   About Cash Store Financial

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

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

Cash Store Financial employs approximately 1,900 associates.

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

                          *     *     *

In the Feb. 18, 2014, edition of the TCR, Standard & Poor's
Ratings Services said it lowered its issuer credit rating on
Edmonton, Alta.-based The Cash Store Financial Services Inc. (CSF)
to 'CCC' from 'CCC+'.  The downgrade follows the Ontario Superior
Court of Justice's order that CSF is prohibited from acting as a
loan broker for its basic line of credit product without a brokers
license under the Payday Loans Act, 2008.

As reported by the TCR on Feb. 21, 2014, Moody's Investors Service
downgraded the Corporate Family and Senior Secured debt ratings of
Cash Store Financial Services Inc. to Ca from Caa2 and assigned a
negative outlook to the ratings.  The downgrade reflects the
increased pressure on Cash Store's near-term liquidity position
after the company was forced to cease offering its Line of Credit
product in Ontario by its regulator, the Ministry of Consumer
Services.


CATAMARAN CORP: S&P Assigns 'BB+' Rating to $500MM Sr. Notes
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' issue-level
rating to Catamaran Corp.'s proposed $500 million senior unsecured
notes due 2021.  The recovery rating on the notes is '3',
reflecting S&P's expectation of meaningful (50%-70%) recovery in
the event of payment default.  The recovery ratings on unsecured
debt issued by corporate entities with corporate credit ratings of
'BB-' or higher are generally capped at '3' to account for the
risk that their recovery prospects are at greater risk of being
impaired by the issuance of additional priority or pari passu debt
prior to default.  The company will use proceeds from the notes
for general corporate purposes.

The 'BB+' corporate credit rating on Catamaran reflects S&P's
assessments of its business risk as "fair" and financial risk as
"modest".  S&P applies a downward adjustment of one notch for
comparable rating analysis, based on its view that Catamaran's
competitive position is weaker because of its position as the
fourth-largest pharmacy benefit manager (PBM); Catamaran is
significantly smaller than the leading PBMs and lacks the size and
scale of its much larger rivals.

Catamaran's fair business risk profile reflects the company's
growing, but still small, market share in the highly competitive
PBM industry.  The modest financial risk profile reflects pro
forma leverage of 2.2x following the notes issuance and S&P's
belief that the company's growing EBITDA will enable Catamaran to
reduce leverage to less than 2x by the end of 2014.  Catamaran has
a proven ability to quickly deleverage following moderate sized
acquisitions.

RATINGS LIST

Catamaran Corp.
Corporate Credit Rating          BB+/Stable/--

New Rating
Catamaran Corp.
$500M senior unsecured notes     BB+
  due 2021
   Recovery rating                3


CATAMARAN CORP: Moody's Rates $500MM Senior Unsecured Notes 'Ba3'
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Catamaran
Corporation's new $500 million senior unsecured note offering.
Moody's also raised the company's secured bank debt to Ba1, LGD-3,
31% from Ba2, LGD-3, 32%. At the same time, Moody's affirmed the
Ba2 Corporate Family Rating and the Speculative Grade Liquidity
Rating of SGL-1. The rating outlook is stable.

Rating assigned:

Catamaran Corporation:

  $500 million senior unsecured notes at Ba3, LGD-5, 86%

Ratings changed:

Catamaran Corporation:

  PDR to Ba2-PD from Ba3-PD

  Senior secured revolver to Ba1, LGD-3, 31% from Ba2, LGD-3, 32%

  Senior secured Term Loan A at Ba1, LGD-3, 31% from Ba2, LGD-3,
  32%

Ratings affirmed:

Catamaran Corporation:

Corporate Family Rating at Ba2

Speculative grade liquidity rating at SGL-1

Ratings Rationale

Proceeds from this new bond offering will be partially used to
refinance remaining revolver borrowings associated with the 2013
acquisition of Restat, a mid-sized PBM that serves state, union
and worker's compensation customers. Remaining proceeds will be
used to provide additional liquidity for future investments. Even
as the company pursues additional debt-financed acquisitions,
Moody's  expect leverage to remain in line with Catamaran's Ba2
CFR rating. Catamaran's EBITDA and cash flows will continue to
improve following the full integration of Catalyst. In 2014, the
company will benefit from new customer wins and incremental
benefit from the ramp-up of its new CIGNA contract.

"We expect Catamaran to continue to pursue roll-up acquisitions,
which will likely require additional borrowing over time," says
Diana Lee, a Moody's Senior Credit Officer.

Catamaran's Ba2 CFR reflects its position as a mid-market pharmacy
benefit management (PBM) company that has gained scale following
its merger with Catalyst and recent new contract wins. However,
the company competes with much larger players, Express Scripts
(Baa3 stable) and CVS Caremark (Baa1 stable) that dominate the PBM
landscape. Customer concentration and renewal risk, as well as
limited mail order and specialty drug service offerings also
present challenges.

The stable outlook reflects Moody's belief that Catamaran will
maintain leverage below 2.75 times even as it pursues
acquisitions. A rating upgrade could be considered if Catamaran
continues to gain new customers, reduces its customer
concentration risk and demonstrates a prudently financed
acquisition strategy going forward. EBITDA and cash flow
improvements resulting in debt/EBITDA that is sustained below 2.0
times could result in an upgrade. If Catamaran loses key
contracts, or profitability declines, the ratings could be
downgraded. Debt/EBITDA sustained above 2.75 times could result in
a rating downgrade.

The SGL-1 rating reflects Catamaran's very good liquidity profile,
characterized by free cash flow that can support operating and
capital needs, ample cushion on its bank covenants, and access to
a reasonably-sized revolver.

The principal methodology used in rating Catamaran was the Global
Distribution and Supply Chain Services Methodology published in
November 2011. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

Catamaran Corporation, headquartered in Lisle, Illinois, is a
provider of pharmacy benefit management services and healthcare
information technology (HCIT) solutions to the healthcare benefit
management industry.


CEETOP INC: Guihua Du Stake at 5.6% as of Feb. 20
-------------------------------------------------
In a Schedule 13D filed with the U.S. Securities and Exchange
Commission, Guihua Du disclosed that as of Feb. 20, 2014, he
beneficially owned 2,327,005 shares of common stock of Ceetop,
Inc., representing 5.68 percent of the shares outstanding.  A copy
of the regulatory filing is available at http://is.gd/Ecv2PP

                           About Ceetop Inc.

Oregon-based Ceetop Inc., formerly known as China Ceetop.com,
Inc., owned and operated the online retail platform before 2013.
Due to excessive competition in online retail, the Company has
transformed itself into an integrated supply chain services
provider, and focuses on B to B supply chain management and
related value-added services among enterprises.

China Ceetop's balance sheet at June 30, 2013, showed $3.5 million
in total assets, $4.0 million in total liabilities, and a
stockholders' deficit of $463,482.

                     Going Concern Uncertainty

"For the year ended Dec. 31, 2012, our independent auditors, in
their report on the financial statements, have indicated that the
Company has experienced recurring losses from operations and may
not have enough cash and working capital to fund its operations
beyond the very near term, which raises substantial doubt about
our ability to continue as a going concern.  Management has made a
similar note in the financial statements.  As indicated herein, we
must raise capital for the implementation of our business plan,
and we will need additional capital for continuing our operations.
We do not have sufficient revenues to pay our expenses of
operations.  Unless the Company is able to raise working capital,
it is likely that the Company either will have to cease operations
or substantially change its methods of operations or change its
business plan," the Company said in its quarterly report for the
period ended June 30, 2013.


CEETOP INC: Weikang Zhu Stake at 6.1% as of Feb. 20
---------------------------------------------------
In a Schedule 13D filed with the U.S. Securities and Exchange
Commission, Weikang Zhu disclosed that as of Feb. 20, 2014, he
beneficially owned 2,500,000 shares of common stock of Ceetop,
Inc., representing 6.10 percent of the shares outstanding.  A copy
of the regulatory filing is available for free at:

                        http://is.gd/yYRXow

                          About Ceetop Inc.

Oregon-based Ceetop Inc., formerly known as China Ceetop.com,
Inc., owned and operated the online retail platform before 2013.
Due to excessive competition in online retail, the Company has
transformed itself into an integrated supply chain services
provider, and focuses on B to B supply chain management and
related value-added services among enterprises.

China Ceetop's balance sheet at June 30, 2013, showed $3.5 million
in total assets, $4.0 million in total liabilities, and a
stockholders' deficit of $463,482.

                     Going Concern Uncertainty

"For the year ended Dec. 31, 2012, our independent auditors, in
their report on the financial statements, have indicated that the
Company has experienced recurring losses from operations and may
not have enough cash and working capital to fund its operations
beyond the very near term, which raises substantial doubt about
our ability to continue as a going concern.  Management has made a
similar note in the financial statements.  As indicated herein, we
must raise capital for the implementation of our business plan,
and we will need additional capital for continuing our operations.
We do not have sufficient revenues to pay our expenses of
operations.  Unless the Company is able to raise working capital,
it is likely that the Company either will have to cease operations
or substantially change its methods of operations or change its
business plan," the Company said in its quarterly report for the
period ended June 30, 2013.


CEETOP INC: Haoxiang Liu Stake at 7.2% as of Feb. 20
----------------------------------------------------
In a Schedule 13D filed with the U.S. Securities and Exchange
Commission, Haoxiang Liu disclosed that as of Feb. 20, 2014, he
beneficially owned 2,961,634 shares of common stock of Ceetop,
Inc., representing 7.23 percent of the shares outstanding.  A copy
of the regulatory filing is available for free at:

                        http://is.gd/w2s82J

                         About Ceetop Inc.

Oregon-based Ceetop Inc., formerly known as China Ceetop.com,
Inc., owned and operated the online retail platform before 2013.
Due to excessive competition in online retail, the Company has
transformed itself into an integrated supply chain services
provider, and focuses on B to B supply chain management and
related value-added services among enterprises.

China Ceetop's balance sheet at June 30, 2013, showed $3.5 million
in total assets, $4.0 million in total liabilities, and a
stockholders' deficit of $463,482.

                     Going Concern Uncertainty

"For the year ended Dec. 31, 2012, our independent auditors, in
their report on the financial statements, have indicated that the
Company has experienced recurring losses from operations and may
not have enough cash and working capital to fund its operations
beyond the very near term, which raises substantial doubt about
our ability to continue as a going concern.  Management has made a
similar note in the financial statements.  As indicated herein, we
must raise capital for the implementation of our business plan,
and we will need additional capital for continuing our operations.
We do not have sufficient revenues to pay our expenses of
operations.  Unless the Company is able to raise working capital,
it is likely that the Company either will have to cease operations
or substantially change its methods of operations or change its
business plan," the Company said in its quarterly report for the
period ended June 30, 2013.


CEETOP INC: Tingfa Lou Stake at 7.3% as of Feb. 20
--------------------------------------------------
In a Schedule 13D filed with the U.S. Securities and Exchange
Commission, Tingfa Lou disclosed that as of Feb. 20, 2014, he
benefically owned 3,000,000 shares of common stock of Ceetop Inc.
representing 7.33 percent of the shares outstanding.  A copy of
the regulatory filing is available at http://is.gd/6GK0uv

                         About Ceetop Inc.

Oregon-based Ceetop Inc., formerly known as China Ceetop.com,
Inc., owned and operated the online retail platform before 2013.
Due to excessive competition in online retail, the Company has
transformed itself into an integrated supply chain services
provider, and focuses on B to B supply chain management and
related value-added services among enterprises.

China Ceetop's balance sheet at June 30, 2013, showed $3.5 million
in total assets, $4.0 million in total liabilities, and a
stockholders' deficit of $463,482.

                     Going Concern Uncertainty

"For the year ended Dec. 31, 2012, our independent auditors, in
their report on the financial statements, have indicated that the
Company has experienced recurring losses from operations and may
not have enough cash and working capital to fund its operations
beyond the very near term, which raises substantial doubt about
our ability to continue as a going concern.  Management has made a
similar note in the financial statements.  As indicated herein, we
must raise capital for the implementation of our business plan,
and we will need additional capital for continuing our operations.
We do not have sufficient revenues to pay our expenses of
operations.  Unless the Company is able to raise working capital,
it is likely that the Company either will have to cease operations
or substantially change its methods of operations or change its
business plan," the Company said in its quarterly report for the
period ended June 30, 2013.


CEREPLAST INC: Provides Financial Info to Creditors, Court
----------------------------------------------------------
Cereplast, Inc., disclosed in a regulatory filing with the U.S.
Securities and Exchange Commission that certain creditors and the
bankruptcy court were provided with information relating to the
company's bankruptcy filing, the debtor-in-possession financing,
bankruptcy schedules, and cash flow forecasts and other financial
information relating to the Company and its in connection with
discussions regarding the potential adequate protection to be
provided to certain secured creditors, specifically Compass
Horizon Technology Finance.

Pursuant to specific requests from the bankruptcy trustee, the
Company also provided certain accounting forecasts in conjunction
with the Company's application to obtain DIP financing.

Subject to the determination of the trustee, the final DIP
Financing Order that the Debtor filed may not reflect the proposed
changes contained in the Final DIP Financing Order issued by the
Bankruptcy Court.

The cash flow forecasts, valuation of the Company's assets and
other financial information included in the Information are
subject to numerous assumptions, risks and limitations.  The
Financial Information is subject to revision, is not a guaranty of
future performance and actual results may differ from the
Financial Information and such differences may be material. The
Company's internal financial forecasts (upon which the Financial
Information was based in part) are, in general, prepared solely
for internal use, including for budgeting and other management
decisions, and are susceptible to interpretations and periodic
revisions based on actual experience and business developments.

The Financial Information does not purport to present the
Company's financial condition in accordance with generally
accepted accounting principles in the United States.  The
Company's independent accountants have not examined, compiled or
otherwise applied procedures to the Financial Information and,
accordingly, do not express an opinion or any other form of
assurance with respect to such information.

The Financial Information is subjective in many respects and
contains numerous estimates and assumptions made by management of
the Company with respect to its financial condition, business and
industry performance, expenditures, general economic, market and
financial conditions and other matters, all of which are difficult
to predict, and many of which are beyond the Company's control.
Accordingly, there can be no assurance that the estimates and
assumptions made in preparing the Financial Information will prove
accurate or that the cash flows or asset values contained therein
will be realized. Investors are cautioned that the Financial
Information was prepared as of a date prior to the date hereof
using information available at that time and that estimates,
assumptions and the results set forth in the Financial Information
would differ, perhaps materially, in certain respects if prepared
with more current information. In addition, it is expected that
there will be differences between actual and projected results,
and the differences may be material. Disclosure of the Financial
Information should not be regarded as an indication that the
Company or its affiliates or representatives consider the
Financial Information to be a reliable prediction of future
events, and it should not be relied upon as such. Neither the
Company nor any of its affiliates or representatives has made or
makes any representation to any person regarding the ultimate
performance of the Company compared to the Financial Information,
and none of them undertakes any obligation to publicly update this
information to reflect circumstances existing after the date when
the Financial Information was made or to reflect the occurrence of
future events, even in the event that any or all of the estimates
or assumptions underlying the Financial Information are shown to
be in error.

                       About Cereplast Inc.

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

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

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

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

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

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

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


CEREPLAST INC: OTC BB Trading Symbol Changed to "CERPQ"
-------------------------------------------------------
Cereplast, Inc., disclosed in a regulatory filing with the U.S.
Securities and Exchange Commission that on February 18, 2014 the
Over-the-Counter Bulletin Board effectively changed the Company's
trading symbol from "CERP" to "CERPQ" as a result of the Chapter
11 filing.  However, on February 25, 2014, the symbol was changed
from "CERPQ" to "CERPD", as a result of a reverse split in the
common stock issued by the Company prior to the Chapter 11 filing.
Pursuant to FINRA's request this symbol change has since been
corrected, and on February 25, 2014 the trading symbol was
corrected back to "CERPQ" to accurately reflect the Company's
ongoing Chapter 11 Bankruptcy.

                       About Cereplast Inc.

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

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

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

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

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

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

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


CHEYENNE HOTEL: HLT, Colorado East Object to Plan Disclosures
-------------------------------------------------------------
HLT Existing Franchise Holding LLC objects to the disclosure
statement explaining Cheyenne Hotels, LLC dba Hampton Inn-Salida's
proposed Chapter 11 plan

HLT complains that the Disclosure Statement fails to provide
adequate information as required by Section 1125 of the Bankruptcy
Code.

HLT's counsel Steven T. Mulligan, Esq., at Bieging Shapiro &
Barber LLP, points out that the Disclosure Statement is lacking
the information necessary to allow its creditors and interest
holders to comprehend and make an informed judgment with respect
to the Proposed Plan and its implications.  HLT recognizes that
certain of its objections may technically be objections to the
Proposed Plan and confirmation thereof.

Under the Proposed D/S and Proposed Plan, the Debtor seeks to
assume the Franchise License Agreement (FLA).  However, pursuant
to 11 U.S.C. Sec. 365(c)(1), the Debtor may not assume the FLA
without HLT's express consent.

Mr. Mulligan submits that the Debtor has not cured "quality
assurance evaluation" defaults under the FLA.  The Debtor,
according to Mr. Mulligan, fails to describe in the Disclosure
Statement how it will provide HLT adequate assurance of future
performance under the FLA.  HLT asserts that the only way to cure
such defaults and provide HLT adequate assurance of future
performance is by requiring that the Debtor pay all outstanding
amounts owed to HLT and requiring the Debtor to engage a
management company acceptable to HLT to operate the Hotel.

HLT avers that while the Debtor acknowledges that the Hotel may
not be transferred and operated as a Hampton Inn without the
consent of HLT, the Disclosure Statement must clearly disclose
that CEBT and/or Goforth must complete the application process and
otherwise qualify (in HLT's sole discretion) as a
franchisee/licensee prior to operating the Hotel as a "Hampton
Inn."

Mr. Mulligan states that the Plan must be revised to provide that
the Debtor may only sell the Hotel if the proceeds from the sale
are sufficient to pay all of the secured and unsecured claims of
the Debtor's creditors (including HLT's liquidated damages claim
in the event the buyer of the Hotel determines not to operate the
Hotel as a Hampton Inn or the buyer is not approved as a
franchisee/licensee) along with any other obligations of the
Reorganized Debtor arising under the Proposed Plan.

The Plan, according to HLT, must also be revised to provide that
the Debtor may only sell the Hotel if the proceeds from the sale
are sufficient to pay all of the secured and unsecured claims of
the Debtor's creditors (including HLT's liquidated damages claim
in the event the buyer of the Hotel determines not to operate the
Hotel as a Hampton Inn or the buyer is not approved as a
franchisee/licensee) along with any other obligations of the
Reorganized Debtor arising under the Proposed Plan.

          Colorado East Bank Says Disclosures Misleading

Colorado East Bank notes that the Debtor indicates that its
principal asset, the Hampden Inn Hotel, is located in Colorado
Springs, Colorado.  In fact, the Hampden Inn Hotel is located in
Salida, Colorado, Colorado East Bank points out.

Counsel to the bank, Beverly L. Edwards, Esq., of The Rocky
Mountain Law Group, also points out that the Debtor's discussion
of Class 2-B references Colorado East Bank & Trust Claims.  The
Bank believes that this reference should be to the Goforth
Creditor Claims. That section also states that the Goforth
Creditors are junior in priority to the Bank's claims to the
extent of $8,300,000 of the Bank's claims.  The Plan provides that
the Goforth Creditors are junior to the extent of $8,400,000 of
the Bank's claims.

Ms. Edwards submits that the Debtor incorrectly describes the
treatment of the Bank under the Plan.  According to Edwards, the
Disclosure Statement states that in the event the Debtor is unable
to pay the Allowed claim of the Bank in full within one year from
the Effective Date of the Plan, the Debtor will deed the Hotel
Property to the Bank in full satisfaction of the Claim.  The Bank
will then provide the Goforth Creditors an opportunity to redeem
the Hotel Property by paying the amount of the Bank's claims
before the Bank forecloses on the Hotel Property.  The Plan
provides that in the event the Debtor fails to pay the Bank's
secured claim within one year of the Effective Date, Goforth may
request that the Debtor transfer the Hotel Property to Goforth by
deed or deed in lieu of foreclosure, as appropriate.  If this
occurs, the Bank will forbear from exercising its foreclosure
rights for 90 days after the first anniversary date of the
Effective Date of the Plan.

                        The Chapter 11 Plan

Cheyenne Hotels filed its proposed Chapter 11 Plan on Jan. 13,
2014.  To fund payments under the Plan, Cheyenne Hotels intends to
continue operating its business and make the plan payments out of
operating income of the Hotel, with the exception of the payment
of the Colorado East Bank & Trust claim within a year of the
Effective Date, which will require either (a) sale of an interest
in the Hotel or the Debtor; or (b) a new loan.  Cheyenne Hotels
said the so-called Goforth Creditors have agreed to subordinate
the payment of their Claim to a refinancing of the Colorado East
Bank & Trust Secured Claim.  Cheyenne Hotels said it will not be
necessary to pay the Goforth Claims in full at the time the
Colorado East Bank & Trust Claim is satisfied.

A copy of the Disclosure Statement is available at no extra charge
at http://bankrupt.com/misc/CHEYENNEHOTELSds.pdf

                 About Cheyenne Hotel Investments

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

Cheyenne Hotel Investments, LLC, owns a property consisting of a
104 room hotel located in Colorado Springs, and known as Homewood
Suites by Hilton.


CIDRA METALLIC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Cidra Metallic Caske Inc.
        PO BOX 177
        Carr. 172 Km. 7.9 Bo. Certeneja
        Cidra, PR 00739

Case No.: 14-01751

Chapter 11 Petition Date: March 6, 2014

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Judge: Hon. Mildred Caban Flores

Debtor's Counsel: Fausto David Godreau Zayas, Esq.
                  LATIMER, BIAGGI, RACHID & GODREAU LLP
                  PO BOX 9022512
                  San Juan, PR 00902-2512
                  Tel: 787-724-0230
                  Email: dgodreau@LBRGlaw.com

Total Assets: $1.96 million

Total Liabilities: $1.66 million

The petition was signed by Edwin Cotto Rodriguez, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/prb14-1751.pdf


CLASSIFIED VENTURES: Consortium Seeks to Sell Cars.com for $3B
--------------------------------------------------------------
William Launder, Dana Mattioli and Mike Spector, writing for The
Wall Street Journal, reported that a group of newspaper publishers
has put the cars.com online marketplace up for sale for as much as
$3 billion, hoping to cash in on booming values for e-commerce
sites, people familiar with the plans said.

Moelis & Co., which is advising the Classified Ventures publishers
consortium on the sale, already has begun discussions with
potential bidders, which are expected to include private-equity
firms and strategic investors, the Journal said, citing the people
familiar with the matter.  The consortium's owners are Gannett
Co., which owns around 27% of Classified Ventures; Los Angeles
Times publisher Tribune Co.; Dallas Morning News publisher A.H.
Belo Corp.; Miami Herald owner McClatchy Co.; and Graham Holdings
Co., the former owner of the Washington Post.

The Journal, further citing the people familiar with the matter,
said it is also possible that one of the publishers could raise
its stake or buy out the others.  Gannett, for instance, has
signaled that it could raise or sell its stake, depending on the
price, according to two people familiar with the company's
thinking.  If a deal is struck, it effectively would unwind
Classified Ventures, an online ad-listings firm, the Journal said.

Classified Ventures last week said it planned to sell its other
main property, apartments.com, to CoStar Group Inc. for $585
million, the Journal related.

Cars.com generates around $400 million to $500 million in revenue
a year, the Journal said, citing a person familiar with the site.
But a new owner potentially could tap roughly an additional $200
million annually.


COLOR STAR: April 14 Hearing on Employment of Brad Walker as CRO
----------------------------------------------------------------
The Hon. Brenda T. Rhoades of the U.S. Bankruptcy Court for the
Eastern District of Texas will convene a hearing on April 14,
2014, at 3:30 p.m., to consider the request of Color Star Growers
of Colorado, Inc., et al. to (i) employ Brad Walker, LLC, and Brad
Walker to provide management and restructuring services to the
Debtors; and (ii) designate Mr. Walker as chief restructuring
officer.

The Debtors filed employment papers on Feb. 24.  According to the
Debtor, the proposed employment of Mr. Walker is critical to the
Debtors' operations and is in the best interests of creditors and
the estates.  Mr. Walker began his relationship with the Debtors
on Sept. 18, 2013, while he was employed by Scouler & Company, and
has worked with the Debtors preparing their bankruptcy filings and
negotiating with the Debtors' creditors.

Mr. Walker will be responsible, along with Debtors' counsel, for
communicating with creditors, interest holders, and the Court and
formulating a plan of reorganization.  Mr. Walker will be
responsible for:

   -- overseeing the Debtors wind down of cash and expenditures;

   -- assisting with the collection of the Debtors' remaining
      accounts receivable, insurance proceeds and other cash
      deposits;

   -- overseeing the dissolution/liquidation of the remaining
      business operations/assets; and

   -- assisting the Debtors in maintaining, reporting and updating
      weekly cash flow.

Mr. Walker told the Court that his hourly rate is $250, and the
professionals working and assisting in the preparation of Monthly
Operating Reports will be compensated at an hourly rate of $125.
He will also be reimbursed for actual and necessary expenses.

To the best of the Debtors' knowledge, the firm and Mr. Walker are
"disinterested" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                        About Color Star

Color Star, a grower and wholesaler of flowers and nursery stock
with greenhouses and distribution centers in Colorado, Missouri
and Texas, filed for Chapter 11 bankruptcy protection in December
2013.

Color Star Growers of Colorado, Inc., and two affiliates filed
Chapter 11 bankruptcy petitions (Bankr. E.D. Tex. Case Nos. 13-
42959 to 13-42961) on Dec. 15, 2013, in Sherman, Texas.  The
petitions were signed by Brad Walker, chief restructuring officer.
The Debtors estimated assets of at least $10 million and
liabilities of at least $50 million.

Marcus A. Helt, Esq., and Evan R. Baker, Esq., at Gardere Wynne
Sewell LLP, serve as the Debtors' counsel.  SSG Advisors, LLC
provides investment banking services, and UpShot Services LLC
serves as claims, noticing and balloting agent.

The Official Committee of Unsecured Creditors appointed in the
Debtors' cases retained Gavin/Solmonese, LLC as financial
advisors; and Raymond J. Urbanik, Esq., Deborah M. Perry, Esq.,
Thomas Berghman, Esq., and Isaac J. Brown, Esq., at Munsch Hardt
Kopf & Harr, PC as attorneys.


COLOR STAR: Cash Collateral Hearing on March 17
-----------------------------------------------
The Bankruptcy Court issued an order continuing until March 17,
2014, at 3:30 p.m., the hearing to consider the motion filed by
the Official Committee of Unsecured Creditors for reconsideration
of the interim order authorizing Color Star Growers Of Colorado,
Inc., et al. to use cash collateral.

As reported in the Troubled Company Reporter on Jan. 6, 2014, the
Debtors intend to use approximately $2.5 million during the
interim period to continue their operations and to continue
planting crops for spring 2014.

The Committee said in a filing dated Jan. 22, 2014, that it
supports the Debtors' continued use of cash collateral on
reasonable terms and the provision to lender Regions Bank of
appropriate forms of adequate protection under the circumstances.

Those "terms, however, should not be permitted to unnecessarily
limit other creditors' basic protections under the Bankruptcy
Code.  The Committee asserts that due to the fact that the First
Interim Order is only interim in nature and entered prior to the
appointment of the Committee, that its provisions are not binding
on the Committee or other parties-in-interest prior to a final
hearing and entry of a final order.  The Lender has asserted
repeatedly that all provisions of the First Interim Order are
final and binding on all parties in interest.  In particular, the
Lender asserts that certain provisions in the First Interim Order
provide it an automatic adequate protection claim.  Such a claim
would attach to assets not currently the collateral of the
Lender," said Raymond J. Urbanik, Esq., at Munsch Hardt Kopf &
Harr, P.C., the attorney for the Committee.

On Jan. 8, 2014, the Court held a second interim hearing on the
motion for cash collateral use.  Since that hearing, the parties
have been unable to agree on the wording of the terms of a second
interim cash collateral order.

On Jan. 28, 2014, the Committee filed a supplemental objection to
the Debtors' motion for authorization to use cash collateral,
saying that despite that the First Interim Order was requested and
obtained on an emergency basis, the First Interim Order was not
served on estate parties and parties in interest until Jan. 7, one
day after the budget period encompassed under the First Interim
Order had already expired.

"Notwithstanding that the First Interim Order was entered on an
emergency, interim basis, the prepetition lenders, recognizing
that they may not be entitled on a final basis to certain of the
relief set forth in the First Interim Order, have taken the
position that this Court cannot revisit and reconsider on a final
basis the provisions of the First Interim Order, at least through
Jan. 6, 2014, the period covered under the First Interim Order,"
Mr. Urbanik stated in the Jan. 28 court filing.

Regions Bank, as administrative agent acting for and on behalf of
Regions and Comerica Bank, responded to the Committee's challenge
to the Debtors' use of cash collateral.  Regions Bank said that,
among other things:

   1. the Committee's request for reconsideration of the
      interim order authorizing the use of cash collateral
      is inappropriate;

   2. the catch-all provision of Fed.R.Civ.P. Rule 60(b) is
      inapplicable in the case; and

   3. the Committee's objections to the request to use cash
      collateral lack merit and must be denied.

                        About Color Star

Color Star Growers of Colorado, Inc. -- Color Star, a grower and
wholesaler of flowers and nursery stock with greenhouses and
distribution centers in Colorado, Missouri and Texas -- and two
affiliates sought Chapter 11 protection (Bankr. E.D. Tex. Case
Nos. 13-42959 to 13-42961) on Dec. 15, 2013, in Sherman, Texas.
The petitions were signed by Brad Walker, chief restructuring
officer.  The Debtors estimated assets of at least $10 million and
liabilities of at least $50 million.

Marcus A. Helt, Esq., and Evan R. Baker, Esq., at Gardere Wynne
Sewell LLP, serve as the Debtors' counsel.  SSG Advisors, LLC
provides investment banking services, and UpShot Services LLC
serves as claims, noticing and balloting agent.

The Official Committee of Unsecured Creditors appointed in the
Debtors' cases retained Gavin/Solmonese, LLC as financial
advisors; and Raymond J. Urbanik, Esq., Deborah M. Perry, Esq.,
Thomas Berghman, Esq., and Isaac J. Brown, Esq., at Munsch Hardt
Kopf & Harr, PC as attorneys.


COMARCO INC: Appoints Chief Accounting Officer
----------------------------------------------
Janet Nguyen Gutkin was appointed as Comarco, Inc.'s chief
accounting officer.  Ms. Gutkin will carry out her
responsibilities as the Company's chief accounting officer
pursuant to the terms of an Agreement for Consulting Services with
the Company, dated effective Jan. 16, 2014.  The Agreement, which
is terminable by either party upon 30 days written notice,
provides that Ms. Gutkin will be an independent contractor of the
Company and will receive compensation of $8,750 per month.  In
connection with her appointment as chief accounting officer, the
Company also entered into an Indemnification Agreement with Ms.
Gutkin, dated effective Feb. 21, 2014, pursuant to which, among
other things, the Company agrees to provide Ms. Gutkin with usual
and customary indemnification rights.

Ms. Gutkin has served as chief financial officer of New Asia
Partners, an international private equity group focused on
emerging growth stage companies, since September 2011.  Prior to
NAP, Ms. Gutkin served as senior vice president and corporate
controller of Quality Systems, Inc., a developer of medical and
dental practice management software from November 2004 to
September 2011.

                         About Comarco Inc.

Based in Lake Forest, California, Comarco, Inc. (OTC: CMRO)
-- http://www.comarco.com/-- is a provider of innovative,
patented mobile power solutions that can be used to power and
charge notebook computers, mobile phones, and many other
rechargeable mobile devices with a single device.

Comarco disclosed a net loss of $5.59 million on $6.33 million of
revenue for the year ended Jan. 31, 2013, as compared with a net
loss of $5.31 million on $8.06 million of revenue for the year
ended Jan. 31, 2012.  As of Oct. 31, 2013, the Company had $2.39
million in total assets, $9.78 million in total liabilities and a
$7.39 million total shareholders' deficit.

Squar, Milner, Peterson, Miranda & Williamson, 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 and
negative cashflow from operations, has negative working capital
and uncertainties surrounding the Company's ability to raise
additional funds.  These factors, among others, raise substantial
doubt about its ability to continue as a going concern.


CST BRANDS: Store Sales No Impact on Moody's 'Ba2' CFR
------------------------------------------------------
Moody's Investors Service said that CST Brands, Inc.'s
announcement that it has identified approximately 100 stores in
the U.S. that are candidates for sale has no immediate impact on
the company's Ba2 Corporate Family rating or its stable ratings
outlook. The company has engaged an outside consultant to market
these properties and the proceeds of any sales will be reinvested
into the growth of company.

The principal methodology used in rating CST Brands, Inc. was the
Global Retail Industry Methodology published in June 2011.

CST Brands, Inc. is one of the largest independent retailers of
motor fuels and convenience merchandise in North America. The
company operates approximately 1,900 store locations throughout
the Southwestern U.S. and Eastern Canada.


DETROIT, MI: Reaches $120-Mil. Loan Deal with Barclays
------------------------------------------------------
The City of Detroit filed with the U.S. Bankruptcy Court for the
Eastern District of Michigan, Southern Division, a proposed final
order approving the postpetition financing deal it entered into
with Barclays Capital, Inc., as lender.

Reuters said the agreement with Barclays for a $120 million loan
that would allow it to invest in services and speed its path out
of bankruptcy.  The deal comes after the judge overseeing
Detroit's historic bankruptcy case rejected a $350 million loan
that would have raised $230 million for the city to end interest
rate swaps.  Those swaps were used to hedge interest rate risk on
some Detroit pension debt.  In rejecting the $350 million loan,
Judge Rhodes ruled that Michigan state law prevented pledging
casino tax revenue to secure the Barclays loan, given how loan
proceeds were to be used, Bill Rochelle, the bankruptcy columnist
for Bloomberg News, said.  Now that the swap-termination agreement
will cost only $85 million and can be paid in installments,
Detroit no longer needs to borrow from Barclays to pay off swap
liability, Mr. Rochelle said.

The key change to the structure of the financing as proposed in
the Financing Documents is the collateral securing the Amended QOL
Financing, which will consist of (i) the Pledged Income Tax
Revenues, and (ii) Asset Proceeds Collateral.  The Collateral,
according to papers filed in Court, is less than that offered by
the City to Barclays in connection with the initial $350 million
financing.  Additionally, Asset Proceeds Collateral expressly
excludes assets owned by the City, or assets in which the City
holds an interest, which are held by the Detroit Institute of
Arts.

Reuters said the city said it had reached a new agreement with
Merrill Lynch Capital Services and UBS AG to end the swaps for $85
million. Two prior proposed deals with bigger price tags were
rejected by U.S. Bankruptcy Judge Steven Rhodes.

                 About City of Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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

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


DETROIT, MI: Plan-related Hearing Pushed a Month Later
------------------------------------------------------
Judge Steven Rhodes of the U.S. Bankruptcy Court for the Eastern
District of Michigan, Southern Division, pushed the plan-related
hearing for the City of Detroit a month later to July.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
related that Judge Rhodes previously intended to hold the last
phase of the confirmation process on June 16 to decide disputed
fact issues regarding the City's debt-adjustment plan.  On March
6, Judge Rhodes signed an amended order establishing procedures
and deadlines relating to the Plan of Adjustment and scheduled a
July 16, 2014, at 9:00 a.m., as the date and time for the
commencement of the hearing on plan confirmation.  Additional
confirmation hearing dates, as necessary, will be July 17-18, 21-
25, 28-31 and August 1, 2014.  The confirmation hearings follow a
July 14 final pretrial conference.

Judge Rhodes set April 1 as the deadline for parties-in-interest
to file objections to the proposed disclosure statement.  The City
has until April 8 to file one combined response to all of the
timely objections to the proposed disclosure statement.  April 14
will be the date of the hearing on any unresolved objections to
the disclosure statement and a status conference regarding the
plan confirmation process.

June 30 is the deadline for plan voting, for individual
bondholders and individual retirees to file objections to the
plan, and to complete expert depositions.  July 7 is the deadline
for any party that filed a timely objection to the plan to file a
supplemental objection, but only to the extent that discovery or
the results of plan voting give rise to additional or modified
objections to the plan.

                 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.


ECO BUILDING: Incurs $2.4 Million Net Loss in Dec. 31 Quarter
-------------------------------------------------------------
Eco Building Products, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $2.44 million on $316,347 of total revenue for the
three months ended Dec. 31, 2013, as compared with a net loss of
$3.97 million on $1.36 million of total revenue for the same
period in 2012.

The Company's balance sheet at Dec. 31, 2013, showed $1.79 million
in total assets, $17.44 million in total assets, $15.64 million
total stockholders' deficit.

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

                         http://is.gd/BzFarf

                          About Eco Building

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

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

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


EDISON MISSION: March 11 Hearing on Bid to Estimate EIX Claims
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
will hold a hearing on March 11, 2014, at 10:30 a.m. to consider
Edison Mission Energy, et al.'s motion to estimate disputed
claims.  The hearing was initially set for Feb. 4, 2014.  It was
continued on Feb. 13, 2014.

As reported by the Troubled Company Reporter on Jan. 17, 2014, the
Debtors asked the Court for a prompt estimation of certain proofs
of claim filed by the Debtors' parent Edison International and its
non-debtor affiliates, including Southern California Edison,
Edison Mission Group, and Mission Energy Holding Company, for the
purposes of limiting the amount the Debtors must allocate in
reserve for these contingent, unliquidated claims, setting the
maximum amount for allowance on account of the claims, for voting
purposes, and for distributions.

Specifically, the Debtors asked the Court to (a) estimate the EIX
Pension Claims, the EIX Other Benefit Plan Claims, and the PBGC
Claims at $0; and (b) order that no amounts shall be reserved on
account of these claims.  The Debtors also said related proofs of
claim filed by the Pension Benefit Guaranty Corporation, and the
Internal Revenue Service be estimated at $0.

                      About Edison Mission

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

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

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

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

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

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

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

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

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

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


ELBIT IMAGING: Recognizes NIS 1.6BB Gain From Debt Restructuring
----------------------------------------------------------------
Elbit Imaging Ltd. said that as a result of the closing of the
plan of arrangement among the Company and its unsecured financial
creditors on Feb. 20, 2014, the Company will recognize gain in the
first quarter of 2014 in the total amount of approximately NIS 1.6
billion (approximately US$ 457 million).  Furthermore, as a result
of the Debt Restructuring, the Company's shareholders' equity will
increase in the total amount of approximately NIS 1.9 billion
(approximately US$ 544 million).

Compliance with NASDAQ Listing Rules

Further to the Company's announcement on Dec. 5, 2013, that it has
received notice from the Listing Qualifications Department of The
NASDAQ Stock Market LLC that the Company has ceased to comply with
Nasdaq Listing Rule 5450(b)(1)(A) requiring companies listed on
the Nasdaq Global Select Market to maintain a minimum of
US$10,000,000 in shareholders' equity, the Company announced that
it has regained compliance with the Listing Rule, as a result of
the closing of the Debt Restructuring and the Shareholders Equity
Increase.

Nasdaq will continue to monitor the Company's ongoing compliance
with the shareholders' equity requirement and, if at the time of
its next periodic report the Company does not evidence compliance,
then in that event, it may be subject to delisting.

                      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.


ELBIT IMAGING: Avram Z. Friedman Owns 14% of Ordinary Shares
------------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Avram Z. Friedman and his affiliates disclosed that as
of Feb. 21, 2014, they beneficially owned 77,897,600 Ordinary
Shares of Elbit Imaging Ltd. representing 14.08 percent of the
shares outstanding.  A copy of the regulatory filing is available
for free at http://is.gd/AYk8a6

                      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.


EMERITO ESTRADA: Creditor Seeks Case Dismissal
----------------------------------------------
Secured creditor Tenerife Real Estate Holdings LLC has asked the
Bankruptcy Court to dismiss the Chapter 11 case of Emerito Estrada
Rivera - Isuzu De PR, Inc., pursuant to the Court's order dated
Feb. 4, 2014.

Tenerife asserted that the Debtor made no payments to creditors
and provided no disclosure statement or a proposed plan despite
requesting, and being granted, multiple extensions of time to do
so.

Tenerife added that the Debtor's action in failing to prosecute
the Chapter 11 petition make it apparent that the bankruptcy
filing was done in bad faith and to circumvent the rights of
creditors who had commenced a foreclosure action against the
Debtor.

On Feb. 4, 2014, Bankruptcy Judge Enrique S. Lamoutte Inclan
issued an order directing the Debtor to file a Disclosure
Statement and Plan, and upon failure to do so, the case will be
dismissed, as requested by Tenerife.

On Feb. 24, the Court ordered the Debtor to file its reply within
14 days to Tenerife's motion requesting the court to enter
judgment dismissing the case, with prejudice.

Alexis Fuentes-Hernandez, Esq., at Fuentes Law Offices, LLC, on
behalf of the Debtor, responded to Tenerife's motion stating that
the only difference with the Debtor's consent to dismiss case is
that Tenerife requested a judgment with prejudice.  However, it
failed to cite a single provision of the Bankruptcy Code or case
law to justify such a remedy.

The Court granted the Debtor's motion for an extension of the
period to file its chapter 11 plan.  The Debtor said it needed
more time to finalize or perfect the lease agreements that will
generate the funds need to fuel a plan of reorganization.

Tenerife objected to the request, stating that the Debtor, despite
being granted ample time to file the required disclosure statement
and plan of reorganization, has failed to do so to the detriment
of the creditors.

                     FDIC-R Seeks to Foreclose

Creditor and party-in-interest Federal Deposit Insurance
Corporation, as receiver of R-G Premier Bank, has filed papers
with the Bankruptcy Court seeking relief from the automatic stay
in the Chapter 11 case of Emerito Estrada Rivera-Isuzu De P.R.,
Inc., to foreclose upon its liens against the Santa Maria and
Torremolinos properties pledged as collateral by EER-IPR.

According to the FDIC's papers filed in January, R-G granted a
line of credit in the principal amount of $2,100,000 to borrower,
Juan Almeida-Leon, on April 11, 2007.  The loan accrued interest
at a fluctuating rate based upon the rate set by Citibank N.A. in
the city of New York, N.Y., until complete payment of the debt.  A
further 2% in default interest was to be charged in case of
default.

The loan to Almeida went into default and on Dec. 18, 2012, FDIC-R
filed a complaint for collection of the loan and execution of
pledge and the mortgage notes against EER-IPR and Juan Almeida in
the U.S. District Court for the District of Puerto Rico.  The
total amount owed to the FDIC-R under the loan agreement and note
is $2,543,297 as of June 4, 2013.  The debt is guaranteed by the
mortgage notes issued by EER-IPR.

FDIC-R asserts that its collateral is not being adequately
protected, EER-IPR has no equity in the properties sought to be
foreclosed, and the properties are not necessary to an effective
reorganization.  Thus, FDIC-R is entitled to relief from the stay
pursuant to either Section 362(d)(1) or Section 362(d)(2).

                      About Emerito Estrada

Emerito Estrada Rivera Isuzu De PR Inc., a car dealer in Puerto
Rico, filed a bare-bones Chapter 11 petition (Bankr. D.P.R. Case
No. 13-04608) in Old San Juan, on June 4, 2013.  Alexis Fuentes
Hernandez, Esq., at Fuentes Law Offices, serves as counsel.  The
Debtor says its sole asset is a real property is worth $16.5
million.  It has $8.68 million in liabilities, of which $8.1
million is secured.

The Debtor disclosed $23,860,000 in assets and $16,285,186 in
liabilities as of the Chapter 11 filing.


EMPIRE DIE: To Change Case Caption to "E.D.C. Liquidating"
----------------------------------------------------------
Empire Die Casting Co., Inc., asks the U.S. Bankruptcy Court for
the Northern District of Ohio for approval to change the case
caption to E.D.C. Liquidating, Inc. (f/k/a Empire Die Casting Co.,
Inc.) to reflect the change in the corporate name.

On Dec. 19, 2013, the Court approved the sale of substantially all
of the Debtor's assets to American Light Metals, LLC, the designee
of SRS, as the successful bidder at the Dec. 18 auction.  In
connection with the sale, the Debtor sold its name, Empire Die
Casting Co, Inc., to ALM.  The sale closed on Dec. 31, 2013.

                      About Empire Die

Macedonia, Ohio-based Empire Die Casting Co., Inc., sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D.
Ohio Case No. 13-52996) on Oct. 16, 2013.  The Debtor estimated
assets of $10 million to $50 million and liabilities of $1 million
to $10 million.  The petition was signed by Robert Hopkins,
president.

The case is before Judge Marilyn Shea-Stonum.  The Debtor is
represented by Marc B. Merklin, Esq., and Kate M. Bradley, Esq.,
at Brouse McDowell, LPA, in Akron, Ohio.

The Official Committee of Unsecured Creditors is represented by
Freeborn & Peters LLP.

FirstMerit Bank, N.A. is represented by Scott N. Opincar, Esq., at
McDonald Hopkins LLC, in Cleveland, Ohio.


ENDEAVOUR INTERNATIONAL: Talisman Nominates 2 Directors to Board
----------------------------------------------------------------
Talisman Realty Capital Master, L.P., and its affiliates sent a
letter to the Board of Directors, the Governance and Nominating
Committee of the Board of Directors and the Secretary of Endeavour
International Corporation nominating Jason Taubman Kalisman and
William David Lancaster as candidates for the Board of Directors
of the Company.  Talisman Realty Capital Master, L.P., and its
affiliates beneficially owned 7,620,570 shares of common stock of
Endeavour International representing 15.61 percent of the shares
outstanding as of Feb. 20, 2014.  A copy of the regulatory filing
as filed with the U.S. Securities and Exchange Commission is
available for free at:

                         http://is.gd/GwuIT2

                     About Endeavour International

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

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

                           *     *     *

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

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


ENVISION SOLAR: Inks Consulting Agreement with Cronus
-----------------------------------------------------
Envision Solar International, Inc., entered into a consulting
agreement with Cronus Equity LLC, to be effective as of Feb. 1,
2014.  Paul Feller, a director of Envision, is a managing partner
of Cronus and the individual performing such  professional
services on behalf of Cronus.

The Consultant's services will be rendered in the area of
business development, fundraising and the evaluation of asset
acquisition for Company and will be done at the direction of the
CEO.  In addition, the Consultant will use best efforts to assist
with existing Company related business.

In consideration for providing these services to the Company,
Cronus will receive a monthly fee amounting to $10,000 unless that
amount is otherwise jointly agreed by the parties.  Cronus may
also be asked to perform additional services as it relates to the
raising of capital by the Company, and if so, will be compensated
with additional consulting fees that will be mutually agreed to by
the parties.  A copy of the Consulting Agreement is available for
free at http://is.gd/XqHxd0

                       About Envision Solar

Envision Solar International, Inc., is a developer of solar
products and proprietary technology solutions.  The Company
focuses on creating high quality products which transform both
surface and top deck parking lots of commercial, institutional,
governmental and other customers into shaded renewable generation
plants.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $2.07 million on $237,810 of revenues as compared with
a net loss of $1.81 million on $617,827 of revenues for the same
period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $1.13
million in total assets, $3.10 million in total liabilities, all
current, and a $1.96 million total stockholders' deficit.

"As reflected in the accompanying unaudited condensed consolidated
financial statements for the nine months ended September 30, 2013,
the Company had net losses of $2,078,745.  Additionally, at
September 30, 2013, the Company had a working capital deficit of
$2,073,269, an accumulated deficit of $26,900,933 and a
stockholders' deficit of $1,964,668.  These factors raise
substantial doubt about the Company's ability to continue as a
going concern," the Company said in its quarterly report for the
period ended Sept. 30, 2013.


EURAMAX INTERNATIONAL: Appoints Hugh Sawyer as Interim President
----------------------------------------------------------------
Euramax Holdings, Inc., appointed Hugh Sawyer as interim president
of the Company effective Feb. 18, 2014, pursuant to an agreement
entered into by the Company with Huron Consulting Services LLC on
Feb. 22, 2014.  The Agreement provides that Huron will make Mr.
Sawyer available to serve as the interim president of the Company
and Mr. Sawyer will be responsible for the overall management of
the Company's operations, including leading the verification and
implementation of certain financial, operational and strategic
matters assigned by the Company's Board of Directors.  Mr. Sawyer
will report directly to the Board.

In connection with Mr. Sawyer being appointed as the Company's
interim president, Michael Lundin stepped down as interim
president and chief executive officer effective Feb. 18, 2014.
Mr. Lundin will continue to serve as the Chairman of the Board.

The Agreement provides that the Company will pay Huron for Mr.
Sawyer's services on an hourly basis based on the actual hours
that he works at a rate of $750 per hour (which may be adjusted
from time to time), subject to the caps for aggregate billing.
Huron will also bill the Company for typical and reasonable out-
of-pocket direct expenses actually incurred by Mr. Sawyer (and
other personnel made available by Huron pursuant to the
Agreement); subject to the Company's travel and business expense
policy.  The Agreement provides that, during the initial ten-week
period of the Agreement, the hourly billing for all individuals
providing services under the Agreement is capped at $250,000 per
month, with an aggregate cap during the ten-week period of
$625,000.  There is no cap on out-of-pocket direct expenses at any
time or on hourly billing following the initial ten-week
consulting period.

While providing services pursuant to the Agreement, Mr. Sawyer
will be entitled to the same paid time off as he would receive if
he were an employee of the Company, subject to certain
limitations, and the Agreement provides that the Company will
indemnify Mr. Sawyer in a manner no less favorable than the
Company indemnifies its other directors and officers.  The Board
may terminate the Agreement at any time without notice or penalty
subject to the payment of any earned, but unpaid, fees or incurred
expenses and Huron may terminate the Agreement for any reason on
30 days' prior written notice.

Mr. Sawyer, 59, has been a managing director of Huron Consulting
Group Inc. since January 2010.  He leads the Operational
Improvement Service Line for Huron's Business Advisory Practice.
From August 2007 through January 2010, Mr. Sawyer served as
President of Legendary Inc., a premier developer and operator of
hospitality, resort, retail, marine and real estate businesses.
He has more than 35 years of experience leading operational
improvements, turnarounds and mergers and acquisitions for both
public and private companies across a diverse group of industries.
He has served as the president or chief executive officer of seven
companies, including JHT Holdings Inc., Allied Holdings Inc.,
Aegis Communications Group Inc., National Linen Service Inc., The
Cunningham Group Inc., and Wells Fargo Armored Service
Corporation.  Since 2012 Mr. Sawyer has served as a Director of
Edison Mission Energy Inc. and JHT Holdings Inc.  Mr. Sawyer has
served as a Director of Energy Future Competitive Holdings Company
LLC and Texas Competitive Electric Holdings Company LLC since
2013.  He has previously served as a Director of Allied Holdings
Inc., Paradise Island Holdings Limited, Neff Equipment Rental
Corporation, Hines Horticulture Inc., Spiegel Inc., Aegis
Communications Group Inc., International Computex Inc., Phoenix
Communications Inc., and Guardian Armor, Inc.

A copy of the Agreement is available for free at:

                        http://is.gd/2n5D0f

                           About Euramax

Based in Norcross, Georgia, Euramax International, Inc., is a
leading international producer of aluminum, steel, vinyl and
fiberglass products for original equipment manufacturers,
distributors, contractors and home centers in North America and
Western Europe. The Company was acquired for $1 billion in 2005 by
management and Goldman Sachs Capital Partners.

Euramax Int'l has subsidiaries in Canada (Euramax Canada, Inc.),
United Kingdom (Ellbee Limited and Euramax Coated Products
Limited), and The Netherlands (Euramax Coated Products B.V.), and
France (Euramax Industries S.A.).

The Company reported a net loss of $62.71 million in 2011, a net
loss of $38.54 million in 2010, and a net loss of $85.62 million
in 2009.

The Company's balance sheet at Sept. 27, 2013, showed
$619.64 million in total assets, $716.98 million in total
liabilities and a $97.34 million total shareholders' deficit.

                            *     *     *

As reported by the TCR on Dec. 13, 2012, Moody's Investors Service
downgraded Euramax International, Inc.'s corporate family rating
and probability of default rating to Caa2 from Caa1.  The
downgrade reflects Moody's expectation that the turmoil in
global financial markets and weakness in Europe will continue to
hamper Euramax's revenues and operating margins as well as weaken
key credit metrics.

As reported by the TCR on July 30, 2009, Standard & Poor's Ratings
Services raised its ratings on Norcross, Georgia-based Euramax
International Inc., including the long-term corporate credit
rating, to 'B-' from 'D'.

"The ratings upgrade reflects the company's highly leveraged,
although somewhat improved, financial risk profile following a
recent out-of-court restructuring," said Standard & Poor's credit
analyst Dan Picciotto.  "As a result of the restructuring,
Euramax's second-lien debtholders received equity and about half
of its new $513 million of first-lien debt is pay-in-kind,
providing some cash flow benefit," he continued.


EVENT RENTALS: March 14 Hearing to Approve Incentive Plans
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing on March 14, 2014, at 10:00 a.m., to consider
Event Rentals Inc., et al.'s motion to approved a key employee
incentive plan and key employee retention plan.

The Debtor also requested to file under seal the participant
information in connection with the motion.

According to the Debtors, (i) the KEIP will incentivize certain
key employees to work towards a successful sale of the Debtors'
assets at a specified level and to preserve and enhance the
Debtors' financial condition through the course of the sale
process; and (b) the KERP to assist the Debtors in retaining the
employees necessary to maintain business operations and fulfill
their obligations as debtors-in-possession while the endeavor to
maximize value through a successful sale process.

The KERP utilizes a retention pool of approximately $260,000,
funded by the Debtors' postpetition lenders, and provides for each
KERP participant to receive a retention bonus equal to between 7%
and 22% of such KERP Participant's annual base pay. Importantly,
the KERP Payments will be made only to those KERP participants who
remain employees of the Debtors and in good standing until the
closing of the sale.

A copy of the terms of the KEIP and KERP is available for free at
http://bankrupt.com/misc/EVENTRENTALSkeyemployeeterms.pdf


EVENT RENTALS: March 14 Hearing on Employment of Fox Rothschild
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing on March 14, 2014, at 10:00 a.m., to consider
Event Rentals Inc., et al.'s bid to employ Fox Rothschild LLP as
c-counsel.

Fox Rothschild has advised the Debtors that it intends to work
with lead counsel to the Debtors White & Case LLP, to ensure that
there is no unnecessary duplication of services performed or
charged to the Debtors' estates.

Jeffrey M. Schlerf, Esq., a partner at Fox Rothschild, tells the
Court the prepetition, the firm received a retainer in the total
amount of $25,000 from the debtors.

Mr. Schlerf assures the Court that Fox Rothschild 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: Hiring Jefferies LLC as Investment Banker
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing on March 14, 2014, at 10:00 a.m., to consider
Event Rentals Inc., et al.'s bid to employ Jefferies LLC as
investment banker.

Prior to the Petition Date, in connection with an engagement
letter dated Aug. 12, 2013, the Debtors engaged Jefferies to
provide general investment banking services in connection with the
Debtors' attempts to effect transaction to maximize the value of
their business, including the pursuit of sale of the Debtors.

Jefferies will, among other things:

   -- advise the Debtors of the current state of restructuring
      market;

   -- assist and advise the Debtors in developing a general
      strategy for accomplishing a restructuring or sale of the
      Debtors; and

   -- participate in negotiations with creditors and other
      parties in connection with any restructuring or sale of the
      Debtors.

During the 90 days prior to the Petition Date, Jefferies received
from the Debtors, a total of $225,000 in monthly fees and $55,263
in expense reimbursements.  The Debtors do not owe Jefferies any
amount for any services performed or expenses incurred prior to
the Petition Date.

Richard S. Klein, managing director of Jefferies, told the Court
that Jefferies' fee and expense structure provides for:

   1. a monthly fee equal to $125,000 until the expiration of the
      engagement letter;

   2. a restructuring fee equal to $1.5 million plus 1.5 percent
      of any debt securities or equity securities purchased or
      place in connection with the restructuring;

   3. a transaction fee equal to $1.75 million plus (i) 2 percent
      of transaction value that is greater than $150 million and
      less than or equal to $175 million; and (ii) an additional
      3 percent of that portion of transaction value greater than
      $175 million of the Bankruptcy Code will be considered and
      treated as a restructuring and will entitle Jefferies to a
      restructuring fee; and

   4. promptly upon closing of a financing (a) involving debt
      securities, a fee equal to 3 percent of the aggregate
      principal amount of the debt securities, (b) involving debt
      securities, and (c) involving equity securities, a fee equal
      to 5.5 percent of the aggregate gross proceeds received from
      the sale of the equity securities.

To the best of the Debtors' knowledge, Jefferies 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.


EXIDE TECHNOLOGIES: Bernstein Shur Okayed as Fee Examiner's Atty
----------------------------------------------------------------
In the Chapter 11 case of Exide Technologies, the The United
States Bankruptcy Court for the District of Delaware on February
18, 2014, approved the retention of Bernstein, Shur, Sawyer &
Nelson, P.A. as counsel to the fee examiner nunc pro tunc as of
January 28, 2014.

As reported by the TCR on Feb. 18, 2014, Robert J. Keach, the fee
examiner, requires Bernstein Shur to:

   (a) review the Fee Applications and related invoices for
       compliance with:

       - Sections 328, 329, 330 and 331 of the Bankruptcy Code,

       - Rule 2016 of the Federal Rules of Bankruptcy Procedure
         (the "Bankruptcy Rules"),

       - Local Rule 2016-2 of the Local Rules for the U.S.
         Bankruptcy Court for the District of Delaware (the "Local
         Rules"),

       - the United States Trustee Guidelines for Reviewing
         Applications for Compensation & Reimbursement of Expenses
         filed under 11 U.S.C. Section 330 (28 C.F.R. Part 58,
         Appendix A) (the "UST Guidelines"), and

       - the Order Pursuant to Bankruptcy Code Section 105(a) and
         331, Bankruptcy Rule 2016-2 Establishing Interim
         Compensation Procedures (the "Compensation Order" and
         together with the Local Rules and the UST Guidelines, the
         "Guidelines");

   (b) assist the Fee Examiner in any hearings or other
       proceedings before the Court to consider the Fee
       Applications including, without limitation, advocating
       positions asserted in the reports filed by the Fee Examiner
       and on behalf of the Fee Examiner;

   (c) assist the Fee Examiner with legal issues raised by
       inquiries to and from the Retained Professionals and any
       other professional services provider retained by the Fee
       Examiner;

   (d) where necessary, attend meetings between the Fee
       Examiner and the Retained Professionals;

   (e) assist the Fee Examiner with the preparation of
       preliminary and final reports regarding professional fees
       and expenses;

   (f) assist the Fee Examiner in developing protocols and
       making reports and recommendations; and

   (g) provide such other services as the Fee Examiner may
       request.

Bernstein Shur will be paid at these hourly rates:

       Robert J. Keach, Shareholder         $525
       Michael A. Fagone, Shareholder       $385
       David S. Anderson, Shareholder       $365
       Jennifer Rood, Shareholder           $335
       Maire C. Ragozzine, Associate        $250
       Will Hueske, Associate               $225
       Timothy McKeon, Associate            $195
       Roma N. Desai, Associate             $185
       Craig Nale, Associate                $185
       Bodie Colwell, Associate             $185
       Angela Stewart, Paralegal            $155
       Karla Quirk, Paralegal               $150
       Shareholders                      $525-$335
       Associates                        $250-$185
       Paraprofessionals                 $150-$155

Bernstein Shur will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Robert J. Keach, shareholder of Bernstein Shur, 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 Feb. 20, 2014, at 2:00 p.m.  Objections were dude
Feb. 12, 2014.

       Robert J. Keach, Esq.
       BERNSTEIN, SHUR, SAWYER & NELSON, P.A.
       100 Middle Street, P.O. Box 9729
       Portland, ME 04104-5029
       Tel: (207) 774-1200
       E-mail: rkeach@bernsteinshur.com

                   About Exide Technologies

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

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

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

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

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

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

Robert J. Keach of the law firm Bernstein Shur as fee examiner has
been appointed as fee examiner.


EXIDE TECHNOLOGIES: Committee Defends Bid to Hire Consultant
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Exide
Technologies has filed with the Bankruptcy Court an omnibus reply
to objections filed by various parties to its request to hire an
economic consultant.

Objections to the Committee's request have been filed by (i) the
Debtor, (ii) the Unofficial Noteholder Committee, which also filed
a joinder with the Debtor's Objection, and (iii) Wells Fargo Bank
National Association, in its role as  Indenture and Collateral
Trustee.

The Debtor and noteholders argued that the Committee lacked
standing to conduct an investigation of lead price manipulation by
the London Metal Exchange and warehousing firms.  The objection
also stated that the Debtor should be the one to conduct the
investigation.

The Committee argues that under 11 U.S.C. Sec. 1103(c )(2) it has
both the power and the fiduciary duty to investigate potential
avenues for asset valuation and monetization, including potential
claims.  The Committee cites 7 Collier on Bankruptcy at
1103.5[1][c] for the proposition that its investigative authority
is "extremely broad" and it "may undertake whatever investigation
is appropriate to enable it to fulfill its duty to monitor the
operations of the debtor and participate in the formulation of the
plan."

The Committee argues that it has a right and duty to conduct
investigations central to the Chapter 11 proceedings and to retain
professionals, consultants and other agents to assist in carrying
out its duties.  Therefore the Application to retain the Economic
Consultant should be granted.  Additionally, the Committee argues
that the Application should be granted because it will prevent the
Debtor to belatedly take control of the investigation, make a
delayed and half-hearted effort at it, and then conclude that
insufficient information exists to pursue a claim.

Counsel to the Official Committee of Unsecured Creditors are:

     MORRIS, NICHOLS, ARSHT & TUNNELL LLP
     Robert J. Dehney, Esq.
     Eric D. Schwartz, Esq.
     Erin R. Fay, Esq.
     1201 North Market Street, Suite 1600
     Wilmington, DE 19801
     Telephone: (302) 658-9200
     Facsimile: (302) 658-3989
     Email: rdehney@mnat.com
            eschwartz@mnat.com
            efay@mnat.com

          - and -

     LOWENSTEIN SANDLER LLP
     Kenneth A. Rosen, Esq.
     Sharon L. Levine, Esq.
     Paul Kizel, Esq.
     65 Livingston Avenue
     Roseland, NJ 07068
     Telephone: (973-597-2500
     Facsimile: (973) 597-2400

          - and -

     Gerald C. Bender, Esq.
     Jeffrey Blumenfeld, Esq.
     1251 Avenue of the Americas
     New York, NY 10020
     Telephone: (212) 262-6700
     Facsimile: (212) 262-7402

                   About Exide Technologies

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

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

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

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

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

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

Robert J. Keach of the law firm Bernstein Shur as fee examiner has
been appointed as fee examiner.  He has hired his own firm as
counsel.


EZ MAILING SERVICE: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: EZ Mailing Service, Inc.
        1832 Executive Drive
        Indianapolis, IN 46241

Case No.: 14-01639

Chapter 11 Petition Date: March 7, 2014

Court: United States Bankruptcy Court
       Southern District of Indiana (Indianapolis)

Judge: Hon. James M. Carr

Debtor's Counsel: David R. Krebs, Esq.
                  TUCKER, HESTER, BAKER & KREBS, LLC
                  One Indiana Square, Suite 1600
                  Indianapolis, IN 46204
                  Tel: 317-833-3030
                  Fax: 317-833-3031
                  Email: dkrebs@thbklaw.com

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

Estimated Liabilities: $1 million to $10 million

The petition was signed by Richard D. Jewett, president.

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


FERRIS PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Ferris Properties, Inc.
        818 S. Broom St.
        Wilmington, DE 19805

Case No.: 14-10491

Chapter 11 Petition Date: March 6, 2014

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

Judge: Hon. Mary F. Walrath

Debtor's Counsel: David M. Klauder, Esq.
                  O'KELLY ERNST & BIELLI, LLC
                  901 North Market Street, Suite 1000
                  Wilmington, DE 19801
                  Tel: 302-778-4000
                  Fax: 302-295-2873
                  Email: dklauder@oeblegal.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Christina Krause, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/deb14-10491.pdf


FISHER ISLAND: Court OKs Termination of Examiner Appointment
------------------------------------------------------------
The Hon. A. Jay Cristol of the U.S. Bankruptcy Court for the
Southern District of Florida entered on March 5, 2014, an order
granting the request of James S. Feltman, the court-appointed
examiner for the bankruptcy estates of Fisher Island Investments,
Inc., Mutual Benefits Offshore Fund, Ltd., and Little Rest Twelve,
Inc., to be discharged from duties.

Donald F. Walton, the U.S. Trustee for Region 21, appointed the
Examiner in the involuntary cases.  The court order for the
appointment mandated that the Examiner conduct an investigation
and issue a written report reflecting his findings.  As part of
the investigation, which identified and evaluated several case
dispositive issues implicating a variety of transactions, the
Examiner and his professionals gathered, analyzed documents
provided by key parties and conducted a series of interviews with
witnesses supplied by each of those parties.  The Examiner and his
professionals met with parties-in-interest, and solicited and
reviewed written submissions from parties with respect to
potential claims and ownership issues.  The investigation was
followed by the Examiner's filing of the report on Nov. 18, 2011.

In his Jan. 23, 2014 court filing, the Examiner stated that while
his primary substantive role concluded with the filing of the
Examiner report, he and his professionals were forced to remain
engaged in the Chapter 11 cases because two key constituencies
refused to pay their court-directed portions of fees and expenses.
Payment of the fees and expenses of the Examiner have now been
resolved in accordance with an agreement reached between the
Examiner, his professionals and the Redmond Alleged Debtors,
through which an agreed amount of the outstanding fees and
expenses of the Examiner and his professionals will be paid, and
the Examiner and Professionals will seek no additional amounts.

The Examiner and his professionals (i) are relieved from any duty
to object, seek a protective order or otherwise respond to any
requests for discovery or testimony; (ii) will retain all of the
materials generated or obtained by them in connection with the
investigation for at least two years from the March 5, 2014 court
order, and thereafter, in their sole discretion, may dispose of
all the materials; and (iii) will be entitled to advance payment,
or security for payment or reimbursement, as determined by the
Court, of any reasonable fees and expenses in connection with any
cooperation, assistance, responses, or other services they provide
pursuant to or relating to the court order, the investigation, the
report, or the involuntary cases, other than to the United States.

                  About Fisher Island Investments

Solby+Westbrae Partners; 19 SHC Corp.; Ajna Brands Inc.; 601/1700
NBC LLC; Axafina Inc.; and Oxana Adler, LLM, filed an involuntary
Chapter 11 petition against Miami Beach, Florida-based Fisher
Island Investments, Inc. (Bankr. S.D. Fla. Case No. 11-17047) on
March 17, 2011.

On the same date, involuntary Chapter 11 petitions were also filed
against the Company's affiliates, Mutual Benefits Offshore Fund,
LTD (Bankr. S.D. Fla. Case No. 11-17051) and Little Rest Twelve,
Inc. (Bankr. S.D. Fla. Case No. 11-17061).  Judge A. Jay Cristol
presides over the case.  The case was previously assigned to Judge
Laurel M. Isicoff.

Petitioning creditors are represented by Craig A. Pugatch, Esq.,
and George L. Zinkler, Esq., at Rice Pugatch Robinson & Schiller,
P.A., 101 NE 3 Ave. Suite 1800, Fort Lauderdale FL 33301.

John F. O'Sullivan, Esq., at Hogan Lovells US LLP, Patricia A.
Redmond, Esq., at Stearns Weaver Miller Weissler Alhadeff &
Sitterson, P.A.,, and Terrance A. Dee, Esq., at DiBello, Lopez &
Castillo, P.A., represent Alleged Debtor Fisher Island
Investments, Inc., as counsel.


FISKER AUTOMOTIVE: March 21 Final Hearing on Wanxiang DIP Loan
--------------------------------------------------------------
The Bankruptcy Court in Wilmington, Delaware, will hold a hearing
March 21, 2014, at 11:00 a.m. in the Chapter 11 cases of Fisker
Automotive Holdings, Inc., et al., to consider final approval of
the DIP financing facility from Wanxiang America Corporation.  At
the hearing, the Court will also consider granting the Debtors
final authority to use cash collateral.

Fisker is seeking to obtain up to the principal amount of $10.50
million of postpetition financing from Wanxiang.  At the hearing
on March 6, the Court granted interim approval to the DIP
finacing, which allowed Fisker to borrow an amount not to exceed
$4.98 million through the date of entry of the Final Order.  The
Debtors also won interim permission to use cash collateral.

The Wanxiang DIP facility replaces the DIP financing extended by
Hybrid Technology, LLC. Pursuant to the DIP credit agreement,
Wanxiang will include loans to be advanced and made available to
the Borrowers in the aggregate maximum principal amount of $10.50
million, provided that:

     (i) from the date of entry of the Interim Order through and
         including March 31, 2014, the maximum principal amount
         of the DIP Commitment will be limited to $7.25 million
         -- Initial DIP Commitment; and

    (ii) the Debtors will have the right, subject to the
         satisfaction or waiver of the conditions precedent, to
         increase the maximum principal amount of the DIP
         Commitment from $7.25 million to $10.50 million for the
         period from March 31, 2014 through and including April
         30, 2014 -- Additional DIP Commitment.

At the onset of the bankruptcy case, Fisker sought to sell
substantially all of its assets to Hybrid.  The Committee blocked
a private sale to Hybrid and convinced the Bankruptcy Court to
hold an auction.  The Committee had negotiated a deal with -- and
full supported -- Wanxiang as buyer.   Wanxiang and Hybrid
competed at the auction.  Wanxiang prevailed.

On Feb. 17, Wanxiang filed a notice of an asset purchase agreement
in connection with a successful bid, including Amendment No. 1,
and the form of Amendment No. 2.  The Court approved the sale to
Wanxiang at the Feb. 18 hearing.

The sale to Wanxiang is valued at approximately $150 million,
Fisker said in a news statement.  A copy of the Wanxiang deal is
available at no extra charge at:

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

On Feb. 21, 2014, Hybrid notified the Debtors that it has
terminated its DIP Facility and declared that all principal of and
accrued interest on the borrowings under the loan.

Pursuant to the Interim Court Order, the Debtors are authorized to
use the $4.98 million for working capital purposes, payment of
interest and fees under the DIP Facility, and payment of the
allowed costs and expenses of these Cases, in each case solely in
accordance with an Approved Budget.

All assets of the Debtors' estates are encumbered by security
interests and liens of Wanxiang as DIP Lender pursuant to the
Interim Order and the DIP Agreement.  The DIP Collateral includes
any and all rents, issues, products, offspring, proceeds and
profits generated by any item of DIP Collateral.

The DIP Collateral excludes 35% of the Borrower's equity interest
in Fisker Automotive GmbH, the Borrower's wholly owned subsidiary
organized under the laws of Germany.

The Wanxiang DIP Facility and the Debtors' right to use Cash
Collateral automatically terminate without further notice or court
proceedings on the earlier of (i) March 31, 2014 -- Scheduled
Maturity Date -- unless the Debtors have timely elected to make
the so-called Additional DIP Commitment available in accordance,
with the terms hereof, in which case the Scheduled Maturity Date
will be April 30, 2014; (ii) the date of acceleration of any
outstanding borrowings under the DIP Facility following the
occurrence of an Event of Default; (iii) the first business day on
which the Interim Order expires by its terms or is terminated,
unless the Final Order has been entered and becomes effective
prior thereto; (iv) conversion of either of the Cases to a case
under chapter 7 of the Bankruptcy Code; (v) dismissal of either of
the Cases; and (vi) the date on which the Closing Date (as defined
in the APA) shall have occurred, provided that to the extent not
already funded in full, items designated as "Restructuring
Expenses" in the Approved Budget shall be fully funded by the DIP
Lender on or prior to the Closing Date.

A copy of the Interim DIP Order, including the BINDING COMMITMENT
AND AGREEMENT FOR DIP FINANCING AND USE OF CASH COLLATERAL dated
Feb. 28, is available at no extra charge at:

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

                     About Fisker Automotive

Fisker Automotive Holdings, Inc., developer of the Karma plug-in
hybrid electric sedan, filed a petition for Chapter 11 protection
(Bankr. D. Del. Case No. 13-13087) on Nov. 22, 2013.

Fisker estimated assets of more than $100 million and listed debt
of $500 million in its bankruptcy petition.  The assets include an
assembly plant purchased for $21 million from General Motors Corp.
The plant never operated.  The cars were assembled in Finland.
Fisker now has 21 employees.

Fisker received a $529 million loan from the Department of
Energy's Advanced Technology Vehicles Manufacturing Loan Program
and drew down about $192 million before the department froze the
loan after Fisker failed to hit several development targets.  The
company defaulted on its loan in April 2013.

Bankruptcy Judge Kevin Gross presides over the case.  The Debtors
have tapped James H.M. Sprayregen, P.C., Esq., Anup Sathy, P.C.,
Esq., and Ryan Preston Dahl, Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, as co-counsel; Laura Davis Jones, Esq., James
E. O'Neill, Esq., and Peter J. Keane, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, as co-counsel;
Beilinson Advisory Group as restructuring advisors; and Rust
Consulting/Omni Bankruptcy, as notice and claims agent and
administrative advisor.

On Nov. 5, 2013, the Official Committee of Unsecured Creditors
was appointed. The members are: (a) David M. Cohen; (b) Sven
Etzelsberger; (c) Kuster Automotive Door Systems GmbH; (d) Magna
E-Car USA, LLC; (e) Supercars & More SRL; and (f) TK Holdings Inc.
The Committee is represented by William R. Baldiga, Esq., and
Sunni P. Beville, Esq., at Brown Rudnick LLP; and Mark Minuti,
Esq., at Saul Ewing LLP.  Emerald Capital Advisors Corp. is the
financial advisors for the Committee.

Fisker sought bankruptcy protection to pursue a private sale of
its business to Hybrid Tech Holdings, LLC.  The Committee,
however, wants a sale public sale, and has identified Wanxiang
America Corporation as stalking horse bidder.

Hybrid was initially under contract to buy Fisker in exchange for
$75 million of the $168.5 million government loan it acquired
immediately before the Debtor's Chapter 11 filing.  Hybrid later
raised its offer by adding an additional $1 million cash and
agreeing to share proceeds from the sale of a facility in Delaware
it doesn't intend to operate.  Hybrid also offered to pay real
estate taxes on the Delaware plant.  Hybrid also will waive $90
million in deficiency claims that otherwise would dilute unsecured
creditors' recovery.

Wanxiang, as stalking horse bidder, initially offered $25.8
million in cash.  However, Wanxiang has said it has raised its
offer by $10 million and is willing to go higher.

After the hearings on Jan. 10 and 13, the Court directed a public
auction, and capped Hybrid's credit bid to $25 million.

In response, Hybrid raised its offer to $55 million.

Hybrid is represented by Tobias Keller, Esq., and Peter
Benvenutti, Esq., at Keller & Benvenutti LLP, in San Francisco,
California.

Wanxiang, which bought A123 Systems, Inc., a manufacturer of
lithium-ion batteries used in electric vehicles such as the Fisker
Karma, in a bankruptcy auction early in 2013 for $256.6 million,
is represented in Fisker's case by Sidley Austin LLP's Bojan
Guzina, Esq., and Andrew F. O'Neill, Esq.; and Young Conaway
Stargatt & Taylor, LLP's Edmon L. Morton, Esq., Robert S. Brady,
Esq., and Kenneth J. Enos, Esq.


FOCUS LEARNING: Fitch Puts BB+ Rating on $9.3MM Bonds on Watch Neg
------------------------------------------------------------------
Fitch Ratings places the 'BB+' rating on $9.3 million in education
revenue bonds issued by the Beasley Higher Education Finance
Corporation on behalf of FOCUS Learning Academy, Incorporated
(Academy, FLA, FOCUS) on Rating Watch Negative.

Security

The revenue bonds are secured by a pledge of FOCUS' gross
revenues, a cash-funded debt service reserve and a mortgage on
property and facilities.

Key Rating Drivers

Charter Renewal Pending: The Rating Watch Negative reflects
Fitch's heightened concern relating to FLA's charter, which is
currently pending renewal, but expired in July 2013. The renewal
of the charter, which can be reasonably expected within the fiscal
year (FY) would resolve the Rating Watch. Conversely, non-renewal
or a less than full term renewal could result in a downgrade.

Weak Financial Metrics: The 'BB+' rating continues to reflect the
Academy's speculative grade financial metrics. FLA's two
consecutive years of declining margins further diminish the
school's balance sheet flexibility and result in a high debt to
income measure and debt service coverage (DSC) below 1x for FY13.
These credit characteristics remain speculative grade attributes
for Fitch charters.

Enrollment Challenges: The Academy's budgeted enrollment figures
fell short of projected levels in two consecutive years resulting
in a slimmer margin in FY12 and a negative margin for FY13. FLA
adjusted their FY14 budgeted enrollment to reflect modest growth,
which should enable improvement in operational results.

Governance Lacks Independence: While demonstrating effective
management, overlap between FOCUS' board of directors and day to
day administration team weakens the independent oversight
mechanism that Fitch's revised criteria expect to be present in an
investment grade charter school.

Rating Sensitivities

Improvement In Operations And Coverage: The Academy's inability to
stabilize margins and achieve DSC levels above 1x in the coming
year could negatively affect the current rating.

Standard Sector Concerns: A modest financial cushion, substantial
reliance on state per pupil funding, and charter renewal risk are
credit concerns common in all charter school transactions that, if
pressured, could impact the rating over time.

Debt Issuance: The incurrence of any additional debt prior to
achieving enrollment growth and operational stability to support
the debt, could pose negative rating pressure.

Credit Profile

Located in Dallas, TX Focus is a K-12 charter school that received
its first charter in 1998 and started with an initial enrollment
of 177 students in grades K-6.  The Academy's instructional
program includes its multi-sensory approach to education, which
results in the development of specialized curricula for 'learning
different' students.  This cohort currently makes up approximately
20% of the student body.

Enrollment Targets Adjusted

For FY14 FLA's current enrollment of 871 students is better
reflected in the budget compared to previous years where the
Academy, based on historical successes, included rather optimistic
enrollment expectations.  FOCUS' waitlist, presented at the end of
February 2014 included 69 students which is much weaker compared
to fall waitlists noted in previous years that totaled more than
twice the number.  Fitch notes that FLA's previous expectations of
growing enrollment by over 100 students every year predicated
unsustainable cost structures that resulted in two years of
increasingly negative financial operations.  The Academy's ability
to utilize closer to actual enrollment figures and budget
appropriately could improve operations going forward.

Operations Expected To Improve

FOCUS is solely reliant on per pupil funding sources for its
operating revenues.  Fiscal 2014 results are expected to reflect
slight state funding improvement as well as a modest uptick in
enrollment.  Fitch positively notes FLA's ability and decision to
implement expense cuts to balance the budget in FY13.  FLA's
fiscal 2012 (0.4%) and 2013 (-4.7%) operating margins trended
negatively and reflected the school's unmet enrollment
expectations.  The aforementioned tempering of enrollment
expectations and expense cuts from the previous year prompt
Fitch's expectation of improvement in margins for fiscal 2014.
Management expects to use actual enrollment levels to implement
future staff and expense increases, which Fitch views positively.

Weak Liquidity And Coverage

Resource growth declined in fiscal 2013 as a result of the minimal
operating surplus.  Available funds declined to $1.07 million or
10.7% of fiscal 2013 operating expenses ($9.9 million) and 10.8%
of total outstanding debt ($9.9 million).  These measures declined
from FY12 and Fitch views this financial cushion as low. Net
income available for debt service weakened for FY13 and the
covenant requirement of 1x coverage of transaction maximum annual
debt service ($817,000), was not achieved requiring FLA to hire a
consultant.  Fitch's long-term debt to net income available, which
essentially measures years of debt-financed cash flow increased to
14x from 8.7x in FY12 further reflecting operational weakness.
FLA's debt burden (MADS as a percent of operating revenue) of 8.9%
is stronger than most charters and annual debt service obligations
are approximately level through final maturity in 2041.

FLA has plans for future facility expansion, driven by enrollment
growth and need to provide ample instructional resources for the
student base. Fitch is concerned that any additional debt plans
would further pressure FOCUS' balance sheet resources.  Issuance
of additional debt or loans to fund this expansion in the absence
of a commensurate growth in resources levels to support its
repayment would be viewed negatively.


FUNERARIA DEL NOROESTE: Case Summary & 9 Top Unsecured Creditors
----------------------------------------------------------------
Debtor: Funeraria del Noroeste Inc.
        PO BOX 1375
        Isabela, PR 00662

Case No.: 14-01762

Chapter 11 Petition Date: March 7, 2014

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Judge: Hon. Brian K. Tester

Debtor's Counsel: Juan Carlos Bigas Valedon, Esq.
                  JUAN C BIGAS LAW OFFICE
                  PO BOX 7011
                  Ponce, PR 00732-7011
                  Tel: 787-259-1000/787-633-1253
                  Fax: 787-842-4090
                  Email: krmnpreglegal@aol.com

Total Assets: $1.10 million

Total Liabilities: $1.48 million

The petition was signed by German Ramos Santiago, president.

A list of the Debtor's nine largest unsecured creditors is
available for free at http://bankrupt.com/misc/prb14-1762.pdf


FURNITURE BRANDS: Yash Seeks Payment of Proper Cure Amount
----------------------------------------------------------
In the Chapter 11 cases of FBI Wind Down, Inc., formerly known as
Furniture Brands International, Inc., Yash Technologies Pvt. Ltd
and Yash Technologies, Inc., on February 25, 2014, moved under 11
U.S.C. Sec. 365 (b)(1)(A), 11 U.S.C. Sec. 105 and Bankruptcy Rules
9024 and 9006 for relief from the sale order entered by the Court
on Nov. 22, 2013, to compel payment of proper cure amount.

Prior to the sale of the Debtors' assets, Yash provided
information technology consulting services to the Debtors, and
continues to supply those services to the purchaser of the assets.
Yash also said the Debtors stopped making payments pursuant to the
parties' agreement in April 2013.

Yash said that in October 2013 the Debtors circulated a NOTICE TO
COUNTERPARTIES TO EXECUTORY CONTRACTS AND UNEXPIRED LEASES THE
DEBTORS MAY ASSUME AND ASSIGN AS PART OF A SALE OF ALL OR
SUBSTANTIALLY ALL OF THE ASSETS, which, among other things,
indicated that the cure amount for Yash is $1,189,805.70.  Yash
said this amount is incorrect, and contends it is owed
$1,801,887.70.  Yash also said it has reason to believe the
Debtors know the actual amount in default and that the Debtors
fully intended to cure that default and assume the parties'
Consulting Services Agreement.

Yash said it filed an Objection to the Cure Amount, but no party
mentioned this at the sale hearing.

According to Cross & Simon, LLC's Christopher P. Simon, counsel to
Yash, Bankruptcy Rule 9024, which incorporates Fed. R. Civ.P.60,
permits errors to be corrected, and "is designed to assure that
the court's records accurately reflect and effectuate the actual
proceedings and decisions of the court and the parties." See In re
Computer Learning Centers, Inc., 268 B.R. 468, 472 (Bankr. E.D.
Virginia 2001). The errors that Rule 60 permits to be corrected
are generally classified as either clerical errors or substantive
errors." Id. Further, Bankruptcy Rule 9006(b)(1) states "when an
act is required . . . to be done at or within a specified period
by these rules or by a notice given thereunder or by order of the
court, the court for cause shown may at any time in its discretion
. . . (2) on motion made after the expiration of the specified
period permit the act to the be done where the failure was the
result of excusable neglect." See, e.g., Jones v. Chemetron Corp.,
212 F.3d 199, 205 (3rd Cir.2000); In re Cable & Wireless USA,
Inc., 338 B.R. 609, 613 (Bankr. D. Del. 2006).

Yash states that relief is available under both sections of Rule
60.  It argues that the first notice contained a clerical error in
the amount listed for the cure claim and therefore relief is
available under Rule 60(a). Further, Yash argues that because of
the Debtors' repeated statements to Yash about the Debtors'
intentions with respect to the sale, Yash's status as a critical
vendor, the critical services and value provided by Yash to the
estate, there is no evidence that the proper cure payment should
not have been known to the Debtors, or that defaults under the
Collecting Services Agreements in any way affected the sale
process and thus relief is available under Rule 60 (b).

Yash argues that relief is available under Bankruptcy Rule
90006(1) because the danger of prejudice to the Debtors is
neligible at most, the length of the delay is negligible, the
reason for the delay is excusable, and that Yash unquestionably
acted in good faith.

Yash's request is on the Court's calendar for April 28, 2014 at
10:00 a.m. (ET).  Objections are due March 11, 2014.

Attorneys for Yash Technologies Pvt. Ltd. and Yash Technologies,
Inc. are:

     Christopher P. Simon, Esq.
     CROSS & SIMON, LLC
     913 North Market Street, 11th Floor
     Wilmington, DE 19801
     Telephone: (302) 777-4200
     Facsimile: (302) 777-4224
     E-mail: csimon@crosslaw.com

          - and -

     James S. Zmuda, Esq.
     CALIFF & HARPER, P.C.
     506 15th Street, Suite 600
     Moline, IL 61265
     Telephone: (309) 764-8300

                       About Furniture Brands

Furniture Brands International (NYSE:FBN) --
http://www.furniturebrands.com-- engaged in the designing,
manufacturing, sourcing and retailing home furnishings. Furniture
Brands markets products through a wide range of channels,
including company owned Thomasville retail stores and through
interior designers, multi-line/ independent retailers and mass
merchant stores.  Its brands include Thomasville, Broyhill, Lane,
Drexel Heritage, Henredon, Pearson, Hickory Chair, Lane Venture,
Maitland-Smith and LaBarge.

The balance sheet at June 29, 2013, showed $546.73 million in
total assets against $550.13 million in total liabilities.

On Sept. 9, 2013, Furniture Brands International, Inc. and 18
affiliated companies sought Chapter 11 protection (Bankr. D. Del.
Lead Case No. 13-12329).

Attorneys at Paul Hastings LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  Alvarez and Marsal
North America, LLC, is the restructuring advisors.  Miller
Buckfire & Co., LLC is the investment Banker.  Epiq Systems Inc.
dba Epiq Bankruptcy Solutions is the claims and notice agent.

The official creditor's committee is comprised of the Pension
Benefit Guaranty Corp., Milberg Factors Inc. and five suppliers.
The Committee tapped Blank Rome LLP as co-counsel, Hahn &
Hessen LLP as lead counsel, BDO Consulting as financial advisor,
and Houlihan Lokey Capital, Inc., as investment banker.

In November 2013, Furniture Brands won bankruptcy court approval
to sell the business to KPS Capital Partners LP for $280 million.
Private-equity investor KPS formed a new company named Heritage
Home Group LLC to operate the business.


FRED RADANDT: Case Summary & Largest Unsecured Creditors
--------------------------------------------------------
Debtor-affiliates filing separate Chapter 11 petitions:

     Debtor                                        Case No.
     ------                                        --------
     Fred Radandt Sons Enterprises, Corp.          14-22250
     1800 Johnston Dr.
     Manitowac, WI 54220
     United States
     Tel: 920-682-7758

     R&R Holdings of WI, LLC,                      14-22252
     1800 Johnston Dr.
     Manitowac, WI 54220
     United States
     Tel: 920-682-7758

     R&R Land Holding, LLC                         14-22253
     1800 Johnston Dr.
     Manitowac, WI 54220
     United States
     Tel: 920-682-7758

     R&R Equipment Holding                         14-22254
     1800 Johnston Dr.
     Manitowac, WI 54220
     United States
     Tel: 920-682-7758

Chapter 11 Petition Date: March 6, 2014

Court: United States Bankruptcy Court
       Eastern District of Wisconsin (Milwaukee)

Debtors' Counsel: David J. Espin, Esq.
                  KERKMAN & DUNN
                  757 N. Broadway Ave, Suite 300
                  Milwaukee, WI 53202
                  Tel: 414-277-8200
                  Email: despin@kerkmandunn.com

                                  Estimated    Estimated
                                   Assets     Liabilities
                                  ----------  -----------
Fred Radandt Sons Enterprises     $1MM-$10MM   $1MM-$10MM
R&R Holdings of WI, LLC           $1MM-$10MM   $1MM-$10MM
R&R Land Holding, LLC             $500K-$1MM   $1MM-$10MM
R&R Equipment Holding             $500K-$1MM   $1MM-$10MM

The petitions were signed by Joshua Radandt, member.

A list of Fred Radandt Sons's 19 largest unsecured creditors is
available for free at http://bankrupt.com/misc/wieb14-22250.pdf

A list of R&R Holdings of WI, LLC's two largest unsecured
creditors is available for free at:

           http://bankrupt.com/misc/wieb14-22252.pdf

A list of R&R Land Holding, LLC's two largest unsecured creditors
is available for free at http://bankrupt.com/misc/wieb14-22253.pdf


GASCO ENERGY: Extends Credit Agreement Termination Date to May 19
-----------------------------------------------------------------
Gasco Energy, Inc., as borrower, Orogen Energy, Inc., as agent and
as a lender, and Markham LLC, as a lender, entered into a First
Amendment to Credit Agreement to amend the Credit Agreement dated
Oct. 18, 2013.  Pursuant to the Credit Agreement Amendment, the
revolving credit termination date was extended from Feb. 18, 2014,
to May 19, 2014.  As of Feb. 24, 2014, the Company has borrowed
$4,000,000 under the revolving credit facility, which was used for
general corporate purposes, leaving the Company with $1,000,000 of
credit availability under the revolving credit facility, subject
to the terms and conditions thereof.

A copy of the Credit Agreement Amendment is available for free at:

                        http://is.gd/lSC2Qf

                         About Gasco Energy

Denver-based Gasco Energy, Inc. -- http://www.gascoenergy.com/--
is a natural gas and petroleum exploitation, development and
production company engaged in locating and developing hydrocarbon
resources, primarily in the Rocky Mountain region and in
California's San Joaquin Basin.  Gasco's principal business is the
acquisition of leasehold interests in petroleum and natural gas
rights, either directly or indirectly, and the exploitation and
development of properties subject to these leases.  Gasco focuses
its drilling efforts in the Riverbend Project located in the Uinta
Basin of northeastern Utah, targeting the oil-bearing Green River
Formation and the natural gas-prone Wasatch, Mesaverde, Blackhawk,
Mancos, Dakota and Morrison formations.

In its auditors' report on the consolidated financial statements
for the year ended Dec. 31, 2012, KPMG LLP, in Denver, Colorado,
expressed substantial doubt about Gasco Energy's ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered recurring losses and negative cash flows
from operations.

The Company reported a net loss of $22.2 million on $8.9 million
of revenues in 2012, compared with a net loss of $7.3 million on
$18.3 million of revenues in 2011.

The Company's balance sheet at Sept. 30, 2013, showed $51.27
million in total assets, $41.24 million in total liabilities and
$10.03 million in stockholders' equity.

                        Bankruptcy Warning

"If the Company is unable to generate sufficient operating cash
flows or secure additional capital before February 2014, it will
not have adequate liquidity to fund its operations and meet its
obligations (including its debt payment obligations), the Company
will not be able to continue as a going concern, and could
potentially be forced to seek relief through a filing under
Chapter 11 of the U.S. Bankruptcy Code," the Company said in the
quarterly report for the period ended Sept. 30, 2013.


GASCO ENERGY: Orogen and Markham Own 97.9% Equity Stake
-------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Orogen Energy, Inc., and Markham LLC
disclosed that as of Feb. 18, 2014, they beneficially owned
7,692,288,318 shares of common stock of Gasco Energy, Inc.,
representing 97.9 percent of the shares outstanding.  A copy of
the regulatory filing is available at http://is.gd/DFeNsr

                         About Gasco Energy

Denver-based Gasco Energy, Inc. -- http://www.gascoenergy.com/--
is a natural gas and petroleum exploitation, development and
production company engaged in locating and developing hydrocarbon
resources, primarily in the Rocky Mountain region and in
California's San Joaquin Basin.  Gasco's principal business is the
acquisition of leasehold interests in petroleum and natural gas
rights, either directly or indirectly, and the exploitation and
development of properties subject to these leases.  Gasco focuses
its drilling efforts in the Riverbend Project located in the Uinta
Basin of northeastern Utah, targeting the oil-bearing Green River
Formation and the natural gas-prone Wasatch, Mesaverde, Blackhawk,
Mancos, Dakota and Morrison formations.

In its auditors' report on the consolidated financial statements
for the year ended Dec. 31, 2012, KPMG LLP, in Denver, Colorado,
expressed substantial doubt about Gasco Energy's ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered recurring losses and negative cash flows
from operations.

The Company reported a net loss of $22.2 million on $8.9 million
of revenues in 2012, compared with a net loss of $7.3 million on
$18.3 million of revenues in 2011.

The Company's balance sheet at Sept. 30, 2013, showed $51.27
million in total assets, $41.24 million in total liabilities and
$10.03 million in stockholders' equity.

                        Bankruptcy Warning

"If the Company is unable to generate sufficient operating cash
flows or secure additional capital before February 2014, it will
not have adequate liquidity to fund its operations and meet its
obligations (including its debt payment obligations), the Company
will not be able to continue as a going concern, and could
potentially be forced to seek relief through a filing under
Chapter 11 of the U.S. Bankruptcy Code," the Company said in the
quarterly report for the period ended Sept. 30, 2013.


GEOMET INC: Atlas Energy Stake at 48.9% as of Feb. 13
-----------------------------------------------------
In a Schedule 13D filed with the U.S. Securities and Exchange
Commission, Atlas Energy, L.P., and Atlas Resource Partners, L.P.,
disclosed that as of Feb. 13, 2014, they beneficially owned
42,468,458 shares of common stock GeoMet, Inc., representing 48.9
percent of the shares outstanding.  A copy of the regulatory
filing is available for free at http://is.gd/coLTCB

                          About Geomet Inc.

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

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

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


GEOMET INC: Yorktown Energy Holds 30.6% Equity Stake
----------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Yorktown Energy Partners IV, L.P., and
Yorktown IV Company LLC disclosed that as of Feb. 13, 2014, they
beneficially owned 12,437,072 shares of common stock of GeoMet,
Inc., representing 30.6 percent of the shares outstanding.  A copy
of the regulatory filing is available at http://is.gd/JxjIsU

                         About Geomet Inc.

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

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

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


GIPPSLAND SECURED: Deutsche Bank Wins Auction for GSI Loan Book
---------------------------------------------------------------
Daniel Stacey, writing for Daily Bankruptcy Review, reported that
Deutsche Bank AG has won an auction for the 143 million Australian
dollar (US$128 million) loan portfolio of collapsed lender
Gippsland Secured Investments, or GSI, two people familiar with
the situation said.

According to the report, Deutsche Bank AG and Nomura Holdings Inc.
had been bidding against each other for the book of property
loans, with final bids taken Feb. 28, the people said.

The portfolio comprises hundreds of loans -- averaging A$400,000
to A$500,000 -- to real-estate and property developments, one of
the people said, the report related.  The sale was run by GSI's
receiver Ernst & Young and law firm Ashurst.

GSI, which lent millions to fund property developments in the
Gippsland region of Victoria state, called in insolvency
specialists last September, the report related.  A recent report
to creditors by Ernst & Young estimated the sale of the loan book
would provide the company's 3,500 shareholders with A$0.80 to
A$0.90 for each dollar invested.

GSI's liquidation follows the collapse of a similar business,
Banksia Securities, whose A$650 million loan book was bought by
Deutsche Bank at a discount last year, the report further related.


HOVNANIAN ENTERPRISES: Presented at J.P. Morgan Conference
----------------------------------------------------------
Hovnanian Enterprises, Inc.'s senior management presented at the
J.P. Morgan Global High Yield and Leveraged Finance Conference on
Tuesday, Feb. 25, 2014, at 9:40 a.m. ET.  The Company also
provided comments on its fiscal 2014 first quarter in connection
with its presentation.  The meeting included a discussion of
market conditions, business outlook and comments on the Company's
fiscal 2014 first quarter.

As indicated by the declines in the NAHB Sentiment Index and U.S.
housing starts, the homebuilding industry's recovery has been
weaker than expected during the past few months, the Company said
in a press release.  Similar to what other homebuilders have
recently reported, Hovnanian's net contracts per community during
the first quarter of fiscal 2014 have decreased from the level
reported during the first quarter of fiscal 2013, the Company
said.

Hovnanian expects to report increases in gross margin, backlog and
revenue for the first quarter of fiscal 2014 compared to last
year's first quarter, however the revenue increase was
meaningfully lower than it had anticipated.  During the first
quarter, a slower sales pace, poor weather conditions and certain
labor and material shortages in some markets that extended
construction cycle times, among other factors, adversely impacted
home deliveries.  As a result of the Company's lower than expected
revenue growth, the Company now expects to report a pre-tax loss
for its fiscal 2014 first quarter that is slightly greater than
the pre-tax loss reported for the first quarter of the previous
year.  Hovnanian's first quarter has always been the slowest
seasonal period and the Company expects to report stronger results
as the year progresses.

The J.P. Morgan Global High Yield and Leveraged Finance Conference
presentation was webcast live through the "Investor Relations"
section of Hovnanian Enterprises' Web site at http://www.khov.com.

As previously announced, Hovnanian Enterprises expects to hold its
regularly scheduled fiscal 2014 first quarter financial results
conference call on March 5, 2014.

                     About Hovnanian Enterprises

Red Bank, New Jersey-based Hovnanian Enterprises, Inc. (NYSE: HOV)
-- http://www.khov.com/-- founded in 1959 by Kevork S. Hovnanian,
is one of the nation's largest homebuilders with operations in
Arizona, California, Delaware, Florida, Georgia, Illinois,
Kentucky, Maryland, Minnesota, New Jersey, New York, North
Carolina, Ohio, Pennsylvania, South Carolina, Texas, Virginia and
West Virginia.  The Company's homes are marketed and sold under
the trade names K. Hovnanian Homes, Matzel & Mumford, Brighton
Homes, Parkwood Builders, Town & Country Homes, Oster Homes and
CraftBuilt Homes.  As the developer of K. Hovnanian's Four Seasons
communities, the Company is also one of the nation's largest
builders of active adult homes.

Hovnanian Enterprises posted net income of $31.29 million on $1.85
billion of total revenues for the year ended Oct. 31, 2013, as
compared with a net loss of $66.19 million on $1.48 billion of
total revenues during the prior year.

As of Oct. 31, 2013, the Company had $1.75 billion in total
assets, $2.19 billion in total liabilities and a $432.79 million
total deficit.

                           *     *     *

As reported by the Troubled Company Reporter on April 25, 2013,
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Hovnanian Enterprises Inc. to 'B-' from 'CCC+'.
"The upgrade reflects strengthening operating performance
supported by the broader recovery in the housing market that, we
believe, should support modest profitability in 2013," said
Standard & Poor's credit analyst George Skoufis.

In the Dec. 9, 2013, edition of the TCR, Fitch Ratings upgraded
the Issuer Default Rating (IDR) of Hovnanian Enterprises to 'B-'
from 'CCC'.  The upgrade and the Stable Outlook reflects HOV's
operating performance year-to-date (YTD), adequate liquidity
position, and moderately better prospects for the housing sector
during the remainder of this year and in 2014.

As reported by the TCR on Jan. 9, 2014, Moody's Investors Service
raised the Corporate Family Rating of Hovnanian Enterprises, Inc.,
to B3 from Caa1.  The upgrade of the Corporate Family Rating to B3
reflects Hovnanian's improved financial performance including
improvement in interest coverage to slightly above 1x and finally
turning net income positive for the fiscal year 2013.


HYDROCARB ENERGY: Files Financial Statements of Hydrocarb Corp
--------------------------------------------------------------
Hydrocarb Energy Corporation provided the U.S. Securities and
Exchange Commission an audit of Hydrocarb Corporation and the pro
forma of the consolidated financial statements of Hydrocarb
Corporation and Hydrocarb Energy Corporation as of Hydrocarbon
Energy Corporation's most recent fiscal quarter end which was
Oct. 31, 2013.

In a previous Form 8-K filed Dec. 9, 2013, the Company reported
that it had acquired 100 percent of the equity of Hydrocarb
Corporation, which is now the Company's wholly-owned subsidiary.
The combined companies are now called Hydrocarb Energy
Corporation.

For the 10 months ended Oct. 31, 2013, Hydrocarb Corporation
reported net income of $119,977.  As of Oct. 31, 2013, Hydrocarb
Corporation had $5.59 million in total assets, $1.65 million in
total liabilities and $3.94 million in total equity.

A copy of the Form 8-K Report filed with the SEC is available at:

                       http://is.gd/9A4k8Z

                      About Hydrocarb Energy

Hydrocarb Energy, formerly known as Duma Energy Corp, is a
publicly-traded Domestic and International energy exploration and
production company targeting major under-explored oil and gas
projects in emerging, highly prospective regions of the world.
With exploration concessions in Africa, production in Galveston
Bay and Oil Field Services in the United Arab Emirates, the
Company maintain offices in Houston, Texas, Abu Dhabi, UAE and
Windhoek, Namibia.

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.


ING U.S.: Fitch Affirms 'BB' Jr. Subordinated Debt Rating
---------------------------------------------------------
Fitch Ratings has affirmed the 'BBB' Issuer Default Rating (IDR),
the 'BBB-' senior debt rating and the 'BB' junior subordinated
debt rating of ING U.S., Inc. (ING U.S.), as well as the 'A-'
Insurer Financial Strength (IFS) ratings of the U.S. operating
entities.  The Rating Outlook for all ratings has been revised to
Positive from Stable.

Key Rating Drivers

The revision in the Outlook reflects the significant improvement
in ING U.S.'s balance sheet strength as well as improved debt
servicing capacity.  Holding company financial leverage has
declined to 24% from 56% at year-end 2010.  Fitch believes the
quality of the company's common equity is better than peer
averages, with minimal exposure to goodwill and other intangibles.

Fitch considers the aggregate capitalization of ING U.S.,
including captives, to be strong for the current rating level.
The estimated consolidated risk-based capital (RBC) ratio of the
company's U.S. insurance subsidiaries was 504% at year-end 2013.
Fitch expects reported RBC to remain in the 425%-450% range over
the intermediate term driven by improved statutory operating
performance offset by distributions to the holding company.  Fitch
views positively the 2013 contribution of over $1.8 billion of
capital to Security Life of Denver International to support
certain minimum guarantees in its closed-block variable annuity
products.

Fitch expects statutory dividend capacity will improve in 2014,
since ING U.S. has been able to transfer amounts out of paid-in
capital into unassigned funds, thereby creating a positive earned
surplus account and ordinary statutory dividend capacity.  Fitch
expects statutory interest coverage to improve to approximately
4.5x in 2014, up from 1.4x in 2013.  This is in excess of Fitch's
median ratio guideline for an 'A' rated company of 3x.
Additionally, the company has $640 million of cash at the holding
company level, in excess of its intention to hold 24 months of
liquidity, or roughly $450 million.

ING U.S.'s ratings also reflect the large scale and solid business
profile in retirement and individual life markets, improved
operating performance within its core businesses, and conservative
investment portfolio.

Fitch's key rating concerns include the challenges related to the
run-off of ING U.S.'s large closed-block VA book, particularly in
a tail-risk scenario.  Fitch notes as positive that the company
has utilized dynamic and macro hedging to mitigate the statutory
capital impact associated with changes in the equity markets
and/or interest rates.  However, policyholder behavior assumptions
cannot be hedged and therefore remain a risk. At year-end 2013,
ING U.S. had $4.1 billion in reserves and capital supporting the
closed-block VA book.

The ratings also recognize the company's above-average reliance on
the capital markets for excess reserve financing.  ING U.S.'s
total financing and commitments (TFC) ratio of 1.1x is high
compared to other peers and is driven by funding for XXX and AXXX
reserve financing, and to a much lesser extent, securities lending
agreements.

In 2013, ING U.S. reported an ongoing business adjusted operating
return on equity (ROE) of 10.3%, up from 8.3% the prior year.
Management remains committed to improving this metric to 12%-13%
by 2016.  Fitch believes ING U.S.'s scalable business model is
positioned well to participate in the long-term growth of the
retirement savings market.  However, Fitch acknowledges that is a
highly competitive segment of the market.

The majority shareholder of ING U.S. is ING Groep N.V. (ING
Group), a leading publicly traded global banking and insurance
group located in the Netherlands.  ING Group has an agreement with
the Dutch government to sell its insurance and investment
management operations as part of its repayment for support that
the company received during the financial crisis.  ING Group must
divest more than 50% of ING U.S. by year-end 2014, with the
remaining interest divested by year-end 2016.

ING U.S.'s remaining parental ties include letter of credit
facilities provided by ING Bank which have been significantly
reduced and replaced by third party providers.  The remaining
facilities are now on an arms-length basis.

Rating Sensitivities

The key rating triggers that could result in an upgrade include:

-- Continued growth in operating profitability on both a GAAP and
    statutory basis;

-- Sustained maintenance of GAAP adjusted operating earnings-
    based interest coverage of more than 8x and statutory interest
    coverage of more than 4x;

-- Reported RBC above 450%, and financial leverage below 25%;

-- Private sale of closed-block book at good value with boost to
    capitalization and reduction in volatility and risk.

The key rating triggers that could result in a downgrade include:

-- A decline in reported RBC below 375%;
-- Financial leverage exceeding 30%;
-- Significant adverse operating results;
-- Further material reserve charges required in its
    insurance/variable annuity books or a significant weakening of
    distribution channel or scale advantages.

Fitch has affirmed the following ratings and revised the Rating
Outlooks to Positive from Stable:

ING U.S., Inc.

-- Long-term IDR at 'BBB';
-- 5.5% senior notes due July 15, 2022 at 'BBB-';
-- 2.9% senior notes due Feb. 15, 2018 at 'BBB-';
-- 5.7% senior notes due July 15, 2043 at 'BBB-';
-- 5.65% fixed-to-floating junior subordinated notes due May 15,
    2053 at 'BB'.

ING Life Insurance and Annuity Company
ING USA Annuity and Life Insurance Company
ReliaStar Life Insurance Co.
ReliaStar Life Insurance Company of New York
Security Life of Denver Insurance Company

-- IFS at 'A-'.

Equitable of Iowa Companies, Inc.

-- Long-term IDR at 'BBB'.

Equitable of Iowa Companies Capital Trust II

-- 8.424% Trust Preferred Stock at 'BB'.


INTELLIPHARMACEUTICS INT'L: Annual Meeting Set on March 27
----------------------------------------------------------
An annual and special meeting of shareholders of
Intellipharmaceutics International Inc. will be held at The
National Club, 303 Bay Street, Toronto, Ontario on Thursday,
March 27, 2014, at 10:30 a.m. (Toronto time) for the following
purposes:

   1. To receive the audited consolidated financial statements of
      the Company for the financial year ended Nov. 30, 2013, and
      the auditor's report thereon;

   2. To elect six directors;

   3. To reappoint the auditor and to authorize the directors to
      fix the auditor's remuneration;

   4. To approve the two year extension of the performance-based
      stock options granted to certain directors and officers as
      more particularly described in the Management Proxy Circular
      for the Meeting; and

   5. To transact such further and other business as may properly
      come before the Meeting or any adjournments thereof.

                    About Intellipharmaceutics

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

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

                     Going Concern Uncertainty

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


IZEA INC: Completes $12 Million Private Placement
-------------------------------------------------
IZEA, Inc., closed its previously announced $12 million private
placement of common stock and warrants.  The round was led by
Special Situations Funds with participation by IZEA board members,
IZEA's CEO and other accredited investors.

Pursuant to the terms of the private placement, the Company sold
an aggregate of approximately 34.2 million shares of common stock
at a price of $0.35 per share.  Investors received warrants to
purchase up to approximately 17.1 million shares of common stock
at an exercise price of $0.35 and warrants to purchase up to
approximately 17.1 million shares of common stock at an exercise
price of $0.50.  The warrants will expire five years from the date
on which the warrants are issued.

Pursuant to the Securities Purchase Agreement, the Company is
required to file a registration statement for the resale of the
shares of common stock issued and issuable pursuant to the
warrants.

Craig-Hallum Capital Group acted as exclusive placement agent in
connection with this offering.

The securities sold in the private placement have not been
registered under the Securities Act of 1933, as amended, or state
securities laws and may not be offered or sold in the United
States absent registration with the Securities and Exchange
Commission (SEC) or an applicable exemption from such registration
requirements.  The Company has agreed to file a registration
statement with the SEC registering the resale of the shares of
common stock and the shares underlying the warrants.

Additional information is available for free at:

                        http://is.gd/jDu7wK

                          About IZEA, Inc.

IZEA, Inc., headquartered in Orlando, Fla., believes it is a world
leader in social media sponsorships ("SMS"), a rapidly growing
segment within social media where a company compensates a social
media publisher to share sponsored content within their social
network.  The Company accomplishes this by operating multiple
marketplaces that include its platforms SocialSpark,
SponsoredTweets and WeReward, as well as its legacy platforms
PayPerPost and InPostLinks.

IZEA reported a net loss of $4.67 million in 2012 as compared with
a net loss of $3.97 million in 2011.  The Company's balance sheet
at Sept. 30, 2013, showed $3.39 million in total assets,
$4.68 million in total liabilities and a $1.28 million total
stockholders' deficit.

Cross, Fernandez & Riley, LLP, in Orlando, Florida, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has incurred recurring operating
losses and had a negative working capital and an accumulated
deficit at Dec. 31, 2012.  These conditions raise substantial
doubt about the Company's ability to continue as a going concern
without raising sufficient additional financing.


JEWETT PUBLICATIONS: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Jewett Publications, Inc.
        219 W. Main Street
        Farmersburg, IN 47850

Case No.: 14-80177

Chapter 11 Petition Date: March 7, 2014

Court: United States Bankruptcy Court
       Southern District of Indiana (Terre Haute)

Judge: Hon. Frank J. Otte

Debtor's Counsel: David R. Krebs, Esq.
                  TUCKER, HESTER, BAKER & KREBS, LLC
                  One Indiana Square, Suite 1600
                  Indianapolis, IN 46204
                  Tel: 317-833-3030
                  Fax: 317-833-3031
                  Email: dkrebs@thbklaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Richard D. Jewett, president.

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


JIMENEZ PROPERTIES: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Jimenez Properties, LLC
        10439 Nokesville Road
        Manassas, VA 20110

Case No.: 14-10826

Chapter 11 Petition Date: March 6, 2014

Court: United States Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Judge: Hon. Brian F. Kenney

Debtor's Counsel: John Paul M. Callan, Esq.
                  THE CALLAN LAW FIRM
                  11480 Sunset Hills Road, Suite 120E
                  Reston, VA 20190
                  Tel: 914-483-7769
                  Email: johnpaulc@thecallanlawfirm.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Eduardo Jimenez, managing member.

A list of the Debtor's two largest unsecured creditors is
available for free at http://bankrupt.com/misc/vaeb14-10826.pdf


JMR DEVELOPMENT: United States Asks Court to Dismiss Case
---------------------------------------------------------
The United States asks the Bankruptcy Court to dismiss the Chapter
11 case of JMR Development Group Corp pursuant to 11 U.S.C.
1112(b)(1) for the Debtor's failure to timely file post-petition
tax returns and to timely make federal tax deposits pursuant to
26 C.F.R. 31.6302-1.

Under 11 U.S.C. 1112(b), the Court must dismiss or convert a case
for "cause" if it determines that cause exists. The combined
failure to timely file post-petition returns, to adhere to the
Internal Revenue Service's regulations regarding federal
employment tax deposits, and to pay federal tax deposit penalties
is a basis for such dismissal.

The U.S. Government argues that the Debtor has been delinquent in
filing its quarterly employment tax returns and that the Debtor
has not been making federal tax deposits.

The government's case dismissal bid is on the Court's calendar for
March 19, 2014, at 9:30 a.m.

                       About JMR Development

JMR Development Group Corp. filed a Chapter 11 petition (Bankr.
D.P.R. Case No. 11-07907) on Sept. 16, 2011, in Ponce, Puerto
Rico.  CPA Luis R. Carrasquillo & CO., P.S.C serves as financial
accountant.  The Debtor scheduled assets of $12,732,474 and
debts of $48,587,611.  An affiliate, JMR Tourist Development
Group Corp. sought Chapter 11 protection (Case No. 11-07911) on
the same day.


KASPER LAND: Section 341(a) Meeting Scheduled for April 17
----------------------------------------------------------
A meeting of creditors in the bankruptcy case of Kasper Land and
Cattle Texas, LLC, will be held on April 17, 2014, at 11:00 a.m.
at Amarillo, 1800 S. Washington, Suite.  Proofs of claim are due
on July 16, 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.

                   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.


LANDS' END: S&P Assigns 'B+' CCR & Rates First-Lien Term Loan 'B+'
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Lands' End Inc.  The outlook is stable.  At the
same time, S&P assigned a 'B+' issue-level rating to the company's
first-lien term loan B with a '4' recovery rating, indicating its
expectations for average (30%-50%) recovery in the event of a
payment default.

"The ratings on Lands' End Inc. reflect our assessment of the
"weak" business risk profile and "aggressive" financial risk
profile," said credit analyst Ana Lai.  "The business risk profile
incorporates our view of the company's participation in the highly
competitive and fragmented specialty apparel industry and weak
operating performance reflected in sales declines.  These factors
are tempered by Lands' End's position as a multi-channel retailer
of family apparel with a recognized brand in the direct and online
apparel retailing channel, good customer service focus and quality
products."

The stable outlook reflects S&P's view that a repositioned "back
to basics" merchandising strategy should help sustain modest sales
growth in 2014 and a continued expansion in gross margin despite
higher operating costs as a stand-alone company following its spin
off.  S&P expects these improving operating trends to support debt
leverage in the high-3.0x area with potential to improve to the
mid- to low-3.0x level next year given its solid free cash flow
generation.  Further improvement would depend on the company's
financial policy with regards to dividends, share repurchases, and
debt reduction targets.  In S&P's stable outlook, it do not assume
any meaningful dividend payment or share repurchases.

Upside Scenario

S&P could raise the rating if Lands' End outperforms its
expectation with stronger than expected sales growth or gross
margin expansion due to the success of its repositioned product
offerings or faster growth in its online channel.  Under this
scenario, total revenue growth would be in 4%-5% range while gross
margin expands by 200 bps.  At that time, leverage would be below
3.0x and FFO to total debt would approach 25%.  An upgrade would
also consider Lands' End's financial policies and expectations for
a long term capital structure.

Downside Scenario

S&P could lower the rating if performance is significantly below
its projection because of weak consumer spending, competitive
pressure, or merchandising missteps such that sales is flat in
2014 and gross margin erodes by more than 200 bps.  Under this
scenario, debt leverage would approach 5.0x and FFO to total debt
approaches 10%.  A downgrade could also result from a more
aggressive financial policy, involving debt funded dividends or
share repurchases resulting in a significant increase in debt
leverage.


LDK SOLAR: Welcomes Appointment of Joint Provisional Liquidators
----------------------------------------------------------------
LDK Solar Co., Ltd. - in provisional liquidation - said that the
Grand Court of the Cayman Islands appointed Tammy Fu and Eleanor
Fisher, both partners of Zolfo Cooper (Cayman) Limited of 38
Market Street, 2nd Floor, Canella Court, Camana Bay, Grand Cayman,
Cayman Islands, as joint provisional liquidators for the Company
on Feb. 27, 2014.  This appointment was made pursuant to a
winding-up petition filed by the Company, acting by its directors,
on Feb. 21, 2014, on grounds of insolvency.  The Company welcomes
the appointment of the JPLs and will work with them to resolve its
offshore liquidity issues.

While the Cayman court ordered that no suit, action or proceeding
may be brought or commenced against the Company without the
permission of the Cayman court, the JPLs have been jointly and
severally granted authority, among other things, to (i) promote a
scheme of arrangement to present to the Company's creditors and
(ii) bring or defend any action or legal proceeding in any
jurisdiction in the name and on behalf of the Company.  The court
order also required the consent of the JPLs and the prior sanction
of the Cayman court for the Company to enter into any
restructuring support agreement or loan agreement.

The Cayman court also instructed a further hearing of the winding-
up petition and the summons pursuant to which it was ordered that
provisional liquidators be appointed to take place at the Law
Courts, Grand Cayman, on Wednesday, April 2, 2014, at 10.00 a.m.
(Cayman time) to allow creditors of the Company (including
contingent and future creditors) to appear by counsel and be
heard, upon 7-days' prior notice to the Company's Cayman
attorneys, Campbells of Floor 4, Willow House, Cricket Square, PO
Box 884, Grand Cayman KY1-1103, Cayman Islands.  Copies of the
winding-up petition, the summons for the appointment of
provisional liquidators, the supporting affidavits, counsel's
written submission and the order made on Feb. 27, 2014, may be
obtained (in hard copy or electronic form) from the Company?s
Cayman attorneys as well.

The discussions between LDK Solar and holders of Renminbi-
denominated US$-settled 10 percent Senior Notes due Feb. 28, 2014,
as well as holders of the convertible preferred shares issued by a
Company affiliate and involving claims against the Company are on-
going.  Subject to the Cayman court sanction, it is anticipated
that the Company will enter into two RSAs with a majority of the
holders of each of the Senior Notes and the Preferred Obligations.

The Company has no intention of initiating any debt restructuring
proceedings in respect of the LDK Solar-affiliated entities
operating in the People's Republic of China.  The Company's bank
group for its mainland China operations has expressed unanimous
support for the Company's continued discussions with its offshore
creditors with a view to resolving its offshore liquidity issues.

                           About LDK Solar

LDK Solar Co., Ltd. -- http://www.ldksolar.com-- based in Hi-
Tech Industrial Park, Xinyu City, Jiangxi Province, People's
Republic of China, is a vertically integrated manufacturer of
photovoltaic products, including high-quality and low-cost
polysilicon, solar wafers, cells, modules, systems, power
projects and solutions.

LDK Solar was incorporated in the Cayman Islands on May 1, 2006,
by LDK New Energy, a British Virgin Islands company wholly owned
by Xiaofeng Peng, LDK's founder, chairman and chief executive
officer, to acquire all of the equity interests in Jiangxi LDK
Solar from Suzhou Liouxin Industry Co., Ltd., and Liouxin
Industrial Limited.

LDK Solar Co disclosed a net loss of $1.05 billion on $862.88
million of net sales for the year ended Dec. 31, 2012, as compared
with a net loss of $608.95 million on $2.15 billion of net sales
for the year ended Dec. 31, 2011.

KPMG, in Hong Kong, China, issued a "going concern" qualification
on the consolidated financial statements for the year ended
Dec. 31, 2012.  The independent auditors noted that the Group has
a net working capital deficit and a deficit in total equity as of
Dec. 31, 2012, and is restricted from incurring additional
indebtedness as it has not met a financial covenant ratio as
defined in the indenture governing the RMB-denominated US$-settled
senior notes.  These conditions raise substantial doubt about the
Group's ability to continue as a going concern.


LEUCADIA NATIONAL: Fitch Affirms 'BB+' Sr. Sub. Debt Rating
-----------------------------------------------------------
Fitch Ratings has affirmed Leucadia National Corp.'s long-term
Issuer Default Rating (IDR) at 'BBB-'.  The Rating Outlook remains
Stable.

The ratings of Leucadia and its main operating subsidiary,
Jefferies Group LLC (Jefferies), continue to be equalized, as
Jefferies is considered a core subsidiary under Fitch's criteria
'Rating FI Subsidiaries and Holding Companies'.  This is based on
Jefferies' significance relative to Leucadia's equity and the
likely role it will play in the combined company's future
strategic direction.  Fitch has also affirmed Jefferies' ratings
with a Stable Outlook today.

Key Rating Drivers

The affirmation of Leucadia's rating reflects its strong liquidity
position, modest leverage and measured deployment of capital
generated from recent asset sales.  The company continues to
adhere to the operating parameters specified at the time of the
merger, with the exception of a temporary increase in stressed
leverage, as discussed below.  Fitch continues to assess
Leucadia's strategic direction and investment approach under the
new management team, which are both at early stages of their
implementation.

Leucadia has sold a number of its investments over the past two
years, bolstering liquidity, and will eventually reinvest a
portion of this capital.  The dispositions have generally resulted
in gains, particularly for larger assets such as Fortescue Metals
Group.  It is not yet clear how Leucadia plans to deploy the
capital freed up from recent asset sales and recent debt issuance.
Asset management and natural resource projects have been
highlighted as potential areas of focus.  Compared to historical
activity, Fitch expects future investments to be characterized by
smaller size, greater liquidity and improved diversity.  Ownership
of Jefferies may offer additional opportunities for Leucadia to
act in a merchant banking role.

The company continues to maintain a conservative capital
structure.  Parent-only debt-to-stressed equity (excluding the two
largest investments and the deferred tax asset) increased to 0.67x
at Dec. 31, 2013 from 0.27x at Sept. 30, 2013.  The increase was
driven by the issuance of $1 billion in long-term senior unsecured
debt in October 2013, including a $750 million 10-year tranche and
a $250 million 30-year tranche.  Fitch views the increase in
leverage as temporary and expects the ratio to decline below the
0.50x operating parameter within the next 18-24 months, as the
company repays maturing debt and accumulates retained earnings.
Furthermore, Leucadia is expected to remain in compliance with all
of its other operating parameters.

As a result of the recent sale activity, holding company liquidity
is at an all-time high.  As of Dec. 31, 2013, the company had $3.1
billion in cash and available-for-sale investments, a substantial
majority of which was comprised of cash and U.S. government and
agency securities.  As mentioned above, Fitch expects a portion of
this liquidity to be deployed into new investments over the
intermediate term.

Succession issues that historically constrained Leucadia's ratings
have been alleviated with Richard Handler and Brian Friedman
taking key leadership positions.  Key man risk continues to be a
concern for both Leucadia and Jefferies, although Fitch recognizes
that Jefferies has broadened and deepened its bench over the past
several years.

Rating Sensitivities

Potential positive rating drivers for Leucadia would include
greater clarity regarding the firm's strategic objectives and
eventual execution of those objectives, particularly with respect
to the deployment of its excess capital.  Furthermore, a
demonstrated commitment to a conservative liquidity profile,
limited investment concentrations and reduced leverage at the
parent company would also be considered positive drivers.  For
Jefferies, continued improvement in profitability and compensation
cost containment would contribute to positive rating momentum over
time.  Fitch continues to monitor the interaction between Leucadia
and Jefferies, which will play an important role in the longer-
term value and risk profile of the combined franchise.

Jefferies' and Leucadia's ratings could be negatively impacted by
a material increase in leverage or a less conservative liquidity
and/or funding profile at either entity.  Jefferies' leverage
remains at historically low levels and Fitch expects that over
time, if markets remain stable, it may increase modestly.  Ratings
would also be negatively impacted if Fitch perceives the risks
taken in Leucadia's investment portfolio as increasing materially
from current levels.  Fitch will continue to assess the ability of
Jefferies' management team to run both companies effectively.
Furthermore, the unanticipated departure of key executives at
either Jefferies or Leucadia could result in negative actions.

Leucadia operates its business similarly to a closed-end
alternative fund and serves as the holding company for Jefferies.
As of Dec. 31, 2013, it had roughly $47.9 billion in consolidated
assets and $10.1 billion in book equity.  In addition to
Jefferies, Leucadia's portfolio includes significant equity stakes
in other private and public companies as well as Treasuries and
other fixed income securities.

Fitch has affirmed the following ratings:

Leucadia National Corp.

-- Long-term IDR 'BBB-', Outlook Stable;
-- Senior unsecured debt 'BBB-';
-- Senior Subordinated debt 'BB+';
-- $125 million cumulative convertible preferred 'BB'.


LEXELL LLC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Lexell, LLC
        818 S. Broom St.
        Wilmington, DE 19805

Case No.: 14-10492

Chapter 11 Petition Date: March 6, 2014

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

Judge: Hon. Mary F. Walrath

Debtor's Counsel: David M. Klauder, Esq.
                  O'KELLY ERNST & BIELLI, LLC
                  901 North Market Street, Suite 1000
                  Wilmington, DE 19801
                  Tel: 302-778-4000
                  Fax: 302-295-2873
                  Email: dklauder@oeblegal.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Christina Krause, managing member.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/deb14-10492.pdf


LIFE CARE ST JOHNS: Confirms Plan of Reorganization
---------------------------------------------------
Life Care St. Johns, Inc. has confirmed its Plan of Reorganization
dated Nov. 27, 2013.

As reported in the Dec. 6, 2013 edition of The TCR, the Disclosure
Statement reveals that the Plan provides for a "sponsor
contribution".  On the effective date of the Plan, Life Care's
LCPS Management, Inc., the manager, will transfer to Glenmoor
11.01 acres of unimproved real property adjacent to the Glenmoor
facility.  In addition, LCPS will subordinate any claim it is owed
by the Debtor to payment of the Series 2014A Bonds, the Series
2014B Bonds, and notes to holders of refund claims.

The Debtor said the Plan was negotiated with the statutory
committee of unsecured creditors and majority of the bondholders.

The Plan will be funded primarily from the continued operations of
the Debtor and the release of entrance fees currently held in
escrow with TD Bank and the Florida Office of Insurance Regulation
("OIR").  Post-confirmation, the Debtor will continue to be
managed by LCPS Management.

The Plan contemplates, among other things, an exchange of the
outstanding obligations under secured Series 2006 Bonds
aggregating $57.1 million with new bonds that mature in 2048.  The
Plan also contemplates the resolution of the past-due entrance fee
refunds in the amount of $7.8 million.

Meanwhile, Ryan Williams, Esq., at Jackson Law Group, LL.M., P.A.,
on behalf of Donna J. Cook, notified the Bankruptcy Court of the
withdrawal of the motion to appoint a patient care ombudsman in
the Chapter 11 case, in view of the confirmation of the Debtor's
Chapter 11 Plan.

                  About Life Care St. Johns, Inc.

Life Care St. Johns, Inc., filed a Chapter 11 petition (Bankr.
M.D. Fla. Case No. 13-04158) on July 3, 2013.  The Debtor is the
owner and operator of a continuing care retirement community known
as Glenmoor consisting of 144 independent living units located on
a 40-acre site in St. Johns County, Florida.

Judge Jerry A. Funk presides over the case.  Richard R. Thames,
Esq., and Eric N. McKay, Esq., at Stutsman Thames & Markey, P.A.,
serves as the Debtor's counsel.  American Legal Claim Services,
LLC, serves as claims and noticing agent.  The Debtor hired
Navigant Capital Advisors, LLC, as financial advisors.  Following
Neil F. Luria's transfer to SOLIC Capital Advisors LLC, the Debtor
replaced Navigant with SOLIC.

The Committee of Creditors Holding Unsecured Claims appointed in
the bankruptcy case of Life Care St. Johns, Inc., is represented
by Akerman Senterfitt's David E. Otero, Esq., and Christian P.
George, Esq., in Jacksonville, Florida.

Bruce Jones signed the petition as CEO.  The Debtor disclosed
$36,308,406 in assets and $117,305,625 in liabilities as of the
Chapter 11 filing.


MAMMOTH LAKES: S&P Raises Rating on COPs From 'BB+'
---------------------------------------------------
Standard & Poor's Ratings Services raised its rating on Mammoth
Lakes, Calif.'s certificates of participation (COPs) one notch to
'BBB-' from 'BB+'.  The outlook is stable.

The upgrade reflects Standard & Poor's opinion of the town's
improved financial flexibility and long-term restructuring plan to
address additional fixed costs incurred by a settled lawsuit.  The
upgrade also reflects Standard & Poor's local GO criteria,
published Sept. 12, 2013, on RatingsDirect.

The stable outlook reflects Standard & Poor's opinion of the
town's improved financial flexibility and the steps management is
taking toward structural balance.

"We could lower the rating if the town were to rely on one-time
revenue to support the general fund," said Standard & Poor's
credit analyst Lisa Schroeer.  "We, however, could raise the
rating if the town were to continue restructuring expenditures
such that it were to balance the general fund in the longer term."

In spring 2012, Mammoth Lakes entered into a mediated neutral
evaluation process with its creditors under California Government
Code section 53760.3 (AB 506).  This is a preliminary step
required by recent state law for municipalities considering
bankruptcy.  Standard & Poor's understands that while the town
sought concessions from its employees and other creditors, it
submitted a bankruptcy petition in July 2012.  The town, however,
withdrew its petition before the court considered its eligibility.

In a subsequent settlement agreement with Mammoth Lakes Land
Acquisition in September 2012, Mammoth Lakes agreed to pay Mammoth
Lakes Land Acquisition $2.5 million in 2013 and $2 million
annually beginning in fiscal 2014, or roughly 10% of fiscal 2013
general fund expenditures, excluding transfers out.  Standard &
Poor's understands the town will make payments over a 23-year
period.  In December 2012, the town council adopted a proposed
multiyear budget restructuring plan.

The COPs represent an interest in lease payments from the town, as
lessee, to Mammoth Lakes Municipal Service Corp., a nonprofit,
public-benefit corporation, as lessor, for the use and possession
of the leased site.  In the lease, the town agrees to budget and
appropriate lease payments throughout the COPs' term.  The town
also agrees to appropriate lease payments for these COPs from the
general fund for debt service.


MARINA BIOTECH: Has Deal to Issue $6MM Convertible Pref. Stock
--------------------------------------------------------------
Marina Biotech, Inc., has entered into a binding term sheet with
certain qualified investors, led by Steven T. Newby, a long-time
biotechnology investor, for the issuance of convertible preferred
stock at a conversion price equivalent to $0.75 per share of
common stock resulting in gross proceeds of $6 million.  In
addition, the Company will issue to the investors warrants to
purchase 6 million shares of common stock.  The warrants will have
an exercise price of $0.75 per share and are exercisable for a
period of five years after the Company regains compliance with its
reporting obligations under the Securities Exchange Act.  The
offering is expected to close on or about March 7, 2014, subject
to the execution of a customary Securities Purchase Agreement
regarding the transaction and the satisfaction of customary
closing conditions.

The Company also announced that the holders of the Company's
Promissory Note have agreed to convert the remaining principal and
interest on the Note to common stock at a conversion price of
$0.75 and release their lien on the Company's intellectual
property.  Proceeds from the financing will be used to restart
certain day-to-day operations, repay the Company's outstanding
obligations, regain compliance with the Company's Exchange Act
reporting obligations and advance the Company's preclinical and
clinical rare disease programs.

"I believe this investment provides the catalyst which will
significantly change the trajectory of the Company," stated J.
Michael French, president and CEO at Marina Biotech.  "This is the
first equity financing we have closed in nearly two years and
involves an extremely knowledgeable investor known for his long-
term view in the biotechnology sector.  With the conversion of the
remaining principal and interest on the Company's Promissory Note
to common stock, we not only regain all rights to our intellectual
property estate but we can apply the entire $6 million to our on-
going operations.  These proceeds will be used to regain
compliance with our reporting obligations under the Exchange Act
thereby providing us the opportunity to explore up-listing to a
national securities exchange; pursue licensing and partnering
opportunities with large pharmaceutical companies; settle existing
liabilities; reestablish key strategic partnerships and alliances;
and establish our offices in the Boston area.  Most importantly,
we now have the ability to focus on, and advance, our preclinical
and clinical rare disease programs.  We will analyze cohort 2 data
from our START-FAP (Safety and Tolerability of An RNAi Therapeutic
in Familial Adenomatous Polyposis) trial to look for knock-down of
the therapeutic target gene as well as initiate animal testing in
our preclinical program in myotonic dystrophy.  Since we are
transitioning from a primarily research focused company to a
primarily development focused company, we intend to create a small
initial footprint in the Boston area and keep our operating costs
at a minimum.  We will utilize contract research organizations as
well as academic centers to advance our rare disease programs and
therefore will require only a nominal laboratory operation until
we establish a sponsored research and development collaboration
with a partner.  This will permit us to focus our available
resources on our preclinical and clinical programs while
continuing to build the premier nucleic acid therapeutics company
in the rare disease sector."

                        About Marina Biotech

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

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

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

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

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

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


MD RANGEL: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: MD Rangel Enterprises, Ltd.
        13350 Dallas Parkway, Suite 3690
        Dallas, TX 75240

Case No.: 14-31225

Chapter 11 Petition Date: March 8, 2014

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

Judge: Hon. Barbara J. Houser

Debtor's Counsel: John E. Leslie, Esq.
                  JOHN LESLIE PLLC
                  1216 Florida, Suite 140
                  Arlington, TX 76015
                  Phone: (817) 505-1291
                  Fax: (817) 505-1292
                  Email: arlingtonlaw@aol.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Mike Rangel, manager, MD Rangel GP LLC,
general partner.

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


MGM RESORTS: Incurs $156.6 Million Net Loss in 2013
---------------------------------------------------
MGM Resorts International filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
a net loss attributable to the Company of $156.60 million on $9.81
billion of revenues for the year ended Dec. 31, 2013, as compared
with a net loss attributable to the Company of $1.76 billion on
$9.16 billion of revenues in 2012.

The Company's balance sheet at Dec. 31, 2013, showed $26.11
billion in total assets, $18.23 billion in total liabilities and
$7.87 billion in total stockholders' equity.

                        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 secured 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 the Annual Report.

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

                       http://is.gd/hpuL3A

                        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.

                           *     *     *

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+'.


MICROSEMI CORP: S&P Assigns 'BB+' Rating to Proposed $646MM Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB+'
issue-level rating to Aliso Viejo, Calif.-based Microsemi Corp.'s
proposed $646 million term loan due 2020.  The recovery rating is
'2', indicating S&P's expectation for substantial (70% to 90%)
recovery in the event of payment default.  The company will use
the proceeds to refinance the existing term loan.  S&P's 'BB'
corporate credit rating on Microsemi is unchanged.  The outlook is
stable.

The ratings reflect S&P's view of Microsemi's "intermediate"
financial risk profile, with adjusted leverage near the 3x area at
Dec. 31, 2013.  The ratings also incorporate S&P's assessment of
the company's business risk profile as "fair," reflecting its
meaningful exposure to U.S. defense spending and relatively modest
scale.  Partly offsetting these factors, in S&P's view, are the
company's strong product positioning within its niche markets, and
consistent profitability as a result of stable end markets.  S&P
subtracts one notch from its anchor rating of 'bb+' to arrive at
the corporate credit rating because of its view of the company's
financial policy, which S&P assess as somewhat aggressive based on
its acquisition history.

RATINGS LIST

Microsemi Corp.
Corporate credit rating     BB/Stable/--

New Rating

Microsemi Corp.
$646 mil term ln            BB+
  Recovery rating            2


MISSION NEW ENERGY: General Shareholders' Meeting on March 28
-------------------------------------------------------------
Mission NewEnergy Limited will hold a general meeting of
shareholders at BDO, 38 Station St, Subiaco, Perth, Western
Australia at 2:30 pm on March 28, 2014.

The purpose of the meeting is to seek shareholder approval in
accordance the Corporations Act 2001 (Cth) and the ASX Listing
Rules for the placement of up to 100,000,000 ordinary shares,
within 3 months of Shareholder approval, at a share price of not
less than 80 percent of the five day Volume Weighted Average Price
prior to issuance.  Subject to Shareholder approval the placement
may be conducted in multiple tranches.

A copy of the Notice is available for free at:

                        http://is.gd/9B5nNK

                       About Mission NewEnergy

Based in Subiaco, Western Australia, Mission NewEnergy Limited is
a producer of biodiesel that integrates sustainable biodiesel
feedstock cultivation, biodiesel production and wholesale
biodiesel distribution focused on the government mandated markets
of the United States and Europe.

The Company is not operating its biodiesel refining segment.  The
refineries are being held in care and maintenance either awaiting
a return to positive operating conditions or the sale of assets.

The Company has materially diminished its Jatropha contract
farming operation and the company is now focused on divesting the
remaining Indian assets.  The Company intends to cease all Indian
operations.

Mission NewEnergy disclosed net profit of A$10.05 million on
A$8.41 million of total revenue for the year ended June 30, 2013,
as compared with a net loss of A$6.19 million on A$38.20 million
of total revenue during the prior fiscal year.

The Company's balance sheet at June 30, 2013, showed A$20.10
million in total assets, A$32.60 million in total liabilities and
a A$12.50 million total deficiency.

BDO Audit (WA) Pty Ltd, in Perth, Western Australia, issued a
"going concern" qualification on the consolidated financial
statements for the year ended June 30, 2013.  The independent
auditors noted that the Company incurred operating cash outflows
of $3.7 million during the year ended 30 June 2013 and, as of that
date the consolidated entity's total liability exceeded its total
assets by $12.5 million.  These conditions, along with other
matters, raise substantial doubt the Company's ability to continue
as a going concern.


MMODAL INC: Preparing to File for Bankruptcy
--------------------------------------------
Emily Glazer, writing for The Wall Street Journal, reported that a
medical services company owned by a J.P. Morgan Chase & Co.
private-equity arm is preparing to file for bankruptcy protection
in the next weeks as it struggles under a hefty debt load and
declining sales, people familiar with the matter said.

According to the report, M*Modal is in discussions with its
creditors on a prearranged restructuring plan that would
streamline its trip through bankruptcy court, these people said.
The bankruptcy negotiations come about 18 months after One Equity
Partners took the company private through a leveraged buyout.

Some creditors, including Brigade Capital Management LLC,
Blackstone Group LP's GSO Capital Partners and Fidelity
Investments, are negotiating with the company to swap their debt
for equity in the reorganized company, they added, the report
said.

The discussions are ongoing, and the goal is to file by about mid-
March, when a grace period for a February missed bond payment
expires, two of the people said, the report related.

At the time of the missed payment, the company said it was engaged
in discussions with some lenders and bondholders to reduce its
debt, the report further related.  "We believe these discussions
have been constructive," M*Modal Spokesman Joe McNamara said in a
Feb. 19 statement.

                           *     *     *

The Troubled Company Reporter, on Feb. 21, 2014, reported that
Standard & Poor's Ratings Services lowered its corporate credit
rating on MModal to 'D' from 'B-'.  S&P also lowered the ratings
on the company's $250 million unsecured notes due 2020 to 'D' from
'CCC'.  The recovery rating for these notes remains '6',
indicating S&P's expectation for negligible (0%-10%) recovery in
the event of a payment default.  At the same time, S&P lowered the
ratings on the company's $520 million senior secured credit
facilities, which consist of a $75 million revolving credit
facility due 2017 and a $445 million term loan due 2019, to 'CC'
from 'B'.  The recovery rating remains '2', indicating S&P's
expectations for substantial (70%-90%) recovery in the event of a
payment default.


MORTGAGE GUARANTY: S&P Raises Issuer Credit Rating to 'BB'
----------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
financial strength (FSR) and issuer credit ratings (ICR) on
Mortgage Guaranty Insurance Corp. (MGIC) and MGIC Indemnity Co.
(MIC) to 'BB' from 'B', as well as its unsolicited issue-level
rating and ICR on MGIC Investment Corp. to 'B' from 'B-'; S&P is
revising the outlook on MGIC Investment to positive from stable,
and the outlooks on MGIC and MIC remain positive.

S&P also raised its FSR and ICR on Radian Guaranty Inc. and its
related mortgage insurance subsidiaries (collectively, Radian) to
'BB-' from 'B' and affirmed its ICR on Radian Group Inc. (the
holding company) at 'B-'.  S&P revised the outlook to positive
from stable.

S&P also raised its FSR on Genworth Mortgage Insurance Corp. and
Genworth Residential Mortgage Insurance Corp. of North Carolina to
'BB-' from 'B' and ICR on Genworth Mortgage Insurance to 'BB-'
from 'B'.  S&P revised the outlook to positive from stable.

In addition, S&P raised its FSRs on United Guaranty Residential
Insurance Co. and United Guaranty Mortgage Indemnity Co.
(collectively, UGC MI) to 'A-' from 'BBB+' and ICR on United
Guaranty Residential Insurance to 'A-' from 'BBB+'.  The outlook
remains stable.

S&P also raised its FSR and ICR on Arch Mortgage Insurance Co.
(Arch MI; formerly CMG Mortgage Insurance Co.) to 'BBB+' from
'BBB-', and revised the outlook to stable from positive.

"The rating actions reflect these mortgage insurers' improved
recent and prospective operating earnings arising from the overall
positive macroeconomic trends in the U.S.," said Standard & Poor's
credit analyst Ron Joas.

S&P's view stems largely from the continued reduction of incurred
losses that are based on the decline in the number of new notices
of delinquencies (NODs) and rate of development of delinquencies
to claim.  The current ratings incorporate the potential for
adverse business, financial, economic, and regulatory conditions,
including potentially higher capital requirements, from
government-sponsored entities (GSEs) that we expect to see later
in 2014.


NEOMEDIA TECHNOLOGIES: To Merge With Unit to Avoid Default
----------------------------------------------------------
NeoMedia Technologies, Inc. ("Parent") entered into an Agreement
and Plan of Merger with its wbolly owned subsidiary Qode Services
Corporation ("Merger Sub") on Feb. 21, 2014.

Pursuant to the terms of the Merger Agreement, Merger Sub will
merge with and into Parent, and upon the filing of a Certificate
of Merger with the Secretary of State of Delaware, Merger Sub will
cease to exist and Parent will continue as the surviving
corporation.  The consummation of the Merger is conditioned on the
Merger Agreement having been adopted in accordance with the
requirements of the General Corporation Law of the State of
Delaware, the charter documents of Merger Sub, and in accordance
with the requirements of the charter documents of Parent.

Under the terms of the Merger Agreement, the charter of Parent
will be amended to provide for an increase in the amount of
authorized shares of Parent's common stock, and each share of
Parent common stock issued and outstanding immediately prior to
the Effective Time will continue to remain outstanding and remain
unchanged, except that (i) the par value will change from $0.001
per share to no par value per share, and (ii) each fifteen (15)
shares of common stock issued and outstanding shall be combined
and converted into one (1) share of common stock.  Upon the
consummation of the Merger and reverse stock split effected
thereunder, the amount of authorized shares of common stock will
be increased from 5 Billion to 7.5 Billion shares.

The holder of a majority of the outstanding secured convertible
debentures issued by the Company had communicated its intent to
foreclose on all of the Company's assets in the event that the
Company's share reserves were not sufficient to honor conversions
under those instruments (a potential default thereunder).  The
Company's Board of Directors determined that the Merger Agreement
was the only option available to avoid the threat of that default.
Further, the holder of the secured convertible debentures agreed
to enter into amendments to the secured convertible debentures to
decrease the aggregate amount of debt by $5 Million dollars.

The Merger Agreement contains customary provisions, covenants,
representations and warranties by Parent and Merger Sub.

                    About NeoMedia Technologies

Atlanta, Ga.-based NeoMedia Technologies provides mobile barcode
scanning solutions.  The Company's technology allows mobile
devices with cameras to read 1D and 2D barcodes and provide "one
click" access to mobile content.

After auditing the 2011 results, Kingery & Crouse, P.A, in Tampa,
FL, expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered recurring losses from operations and has
ongoing requirements for additional capital investment.

NeoMedia reported a net loss of $19.38 million in 2012 and a net
loss of $849,000 in 2011.  The Company's balance sheet at
Sept. 30, 2013, showed $5.62 million in total assets, $118.32
million in total liabilities, all current, $4.81 million in series
C convertible preferred stock, $348,000 in series D convertible
preferred stock and a stockholders' deficit of $117.86 million.


NETWORK CN: Obtains $750,000 From Private Placements
----------------------------------------------------
Network CN Inc. completed three private placements of 7.5 million
shares of restricted common stock at $0.1 per share.  The
transaction took place with three investors and generated gross
proceeds of $750,000.  Net proceeds from the financing will be
used for general corporate purposes including initiation of
activities related to the Company's proposed business in China.

The offering was made pursuant to an exemption from registration
with the SEC pursuant to Regulation S.  The securities have not
been registered under the Securities Act of 1933 or any state
securities laws and unless so registered may not be offered or
sold in the United States except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act of 1933 and applicable state securities laws.
The Company did not grant any registration rights to the new
shareholder with respect to the Shares in the offering.

Selling Agreement with Grand Vision Media Limited

The Company and Grand Vision Media Limited have signed the Cross
Selling Agreement to cross sell each other's products.  Grand
Vision has its well-established sales team in Beijing, Guangzhou
and Hong Kong, the Company can leverage its sales force and
enlarge its customer base.

Grand Vision has the exclusive rights to operate the advertising
panels at "Stellar International Theater Chain" theaters and they
plan to install the glass-free 3D LED panels.  At present, Stellar
International Cineplex has established 56 modern cineplexes in
many major cities in China, such as Beijing, Shanghai, Chengdu,
Chongqing, Xuzhou, Tianjin, Shenyang, Lanzhou, Guangzhou, Qingdao
and Hohhot.

SMI Corp Ltd, the operator of Stellar International Theater Chain,
is a leading China theaters' operator, currently engaged in movie
theater operation, film operation, film investment, in-theater
counter sales and online shopping.  SMI offer more than 20 types
of advertising and planned to build 50 mega LED displayers per
annum to attract potential advertisers.  As SMI's theaters network
continues to expand, the Company believes that advertising
platform will significantly benefit from its synergies effect.
The rapid development of the Chinese film industry in recent years
makes it as the world's second largest market.  Benefiting from
China robust economy together with the improvement of its income
per capita and urbanization rate, the Chinese file industry
continues to flourish.

Earnest Leung, chief executive officer of Network CN Inc. stated,
"We are delighted to expand our media network beyond Shanghai into
China's major cities.  We look forward to further strengthening
our position in the out-of-home media business in China,"

Additional information is available for free at:

                        http://is.gd/kGZwMu

                         About Network CN

Causeway Bay, Hong Kong-based Network CN Inc. provides out-of-home
advertising in China, primarily serving the needs of branded
corporate customers.

In the auditors' report on the consolidated financial statemetns
for the period ended Dec. 31, 2012, Union Power Hong Kong CPA
Limited, in Hong Kong SAR, expressed substantial doubt about
Network CN's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred net
losses of $1.2 million, $2.1 million and $2.6 million for the
years ended Dec. 31, 2012, 2011, and 2010, respectively.

The Company reported a net loss of $1.2 million on $1.8 million of
revenues in 2012, compared with a net loss of $2.1 million on
$1.8 million of revenues in 2011.

The Company's balance sheet at Sept. 30, 2013, showed $1.05
million in total assets, $7.55 million in total liabilities and a
$6.50 million total stockholders' deficit.


NEW LIFE INT'L: Hiring Real Estate Agents to Market Properties
--------------------------------------------------------------
New Life International asks the U.S. Bankruptcy Court for the
Middle District of Tennessee to authorize the employment of these
real estate agents:

1. Ray Banks
   Monteagle Sewanee, Realtors
   P.O. Box 293
   20 West Main Street
   Monteagle, TN 37356
   Tel: (931) 924-7253

2. Gwendolyn B. Dowland
   RE/MAX of Tennessee
   RE/MAX Choice Properties
   663 Nashville Pike
   Gallatin, TN 37066
   Tel: (615) 452-7264

3. Mandy Knaack
   RE/MAX Real Estate Connection
   913 West Main, Suite D
   P.O. Box 1348
   Cabot, AR 72023
   Tel: (501) 843-3067

4. Bob Peltier
   Bob Peltier & Associates
   1805 E. Mulberry Street
   Angleton, TX 77515
   Tel: (979) 849-1234

The Debtor owns five parcels of real estate that it plans to sell
in furtherance of the liquidation of its assets and the successful
completion of the Chapter 11 case:

   A. 340 Lake Louisa Loop, Monteagle, Franklin County, Tennessee
      (purchased November 2007);

   B. 34 Lake Louisa Loop, Monteagle, Franklin County, Tennessee
      (purchased September 2007);

   C. 2177 Gordon Crossing, Hendersonville, Sumner County,
      Tennessee (purchased January 2009);

   D. 3407 Horton Drive, Cabot, Lonoke County, Arkansas (purchased
      February, 2009); and

   E. 23543 Highway 288, Angleton, Brazoria County, Texas
      (purchased September 2003).

The real estate agents will, among other things:

   -- assess the value of the Debtor's real estate and potential
      buyer base;

   -- marketing of the Debtor's real estate and presentation of
      real estate to potential buyers; and

   -- negotiate real estate sales contracts, and assistance in the
      ultimate sales of the Debtor's real estate.

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

The Debtor also relates that no funds or property of the Debtor
will be used to compensate agents for any services that they may
perform for New Life Cabins, Inc., New Life Development, Inc., New
Life Digital Media, LLC, New Life Holdings, Inc., New Life
Property Holdings, Inc., New Life Property Holdings II, Inc., or
Northgate Holdings, Inc.  Those services, if any, will be paid for
by other sources under separate engagements.

The Court will convene a hearing on April 8, 2014, at 9:00 a.m.,
to consider the engagements.  Objections, if any, are due
March 20.

                   About New Life International

New Life International, a religious corporation originally
incorporated under the name "World Bible Society", sought Chapter
11 bankruptcy protection (Bankr. M.D. Tenn. Case No. 13-bk-10974)
in Nashville, Tennessee, on Dec. 31, 2013.

The Debtor disclosed $44,651,301 in assets and $46,362,805 in
liabilities as of the Chapter 11 filing.

NLI's sources of revenue include donations of goods, money and
other property, investment earnings, sale of Christian-themed
merchandise and earnings from other real estate and operating
entities.  Other names used by the Debtor are the National
Community Foundation, The New Life Group, and Band Angels.

The Debtor has tapped Gullett Sanford Robinson & Martin, PLLC as
attorneys and Kraft CPAs Turnaround & Restructuring Group, PLLC,
as financial consultant.

The U.S. Trustee for Region 8 appointed five creditors to serve in
the Official Committee of Unsecured Creditors.


NEW LIFE INT'L: Committee to Retain Bradley Arant as Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of New Life International asks the U.S. Bankruptcy Court for
the Middle District of Tennessee for permission to retain Bradley
Arant Boult Cummings LLP as its bankruptcy counsel.

Bradley Arant will provide anticipated legal services needed to
represent the interest of the creditors in the Chapter 11 case.

William L. Norton III, a member of BABC, tells the Court that his
hourly rate is $465, and members of the firm to assist in the
engagement will charge $230 to $565 per hour.

Mr. Norton assures the Court that Bradley Arant is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

The Court will convene a hearing on March 25, 2014, at 9:00 a.m.,
to consider the matter.

Samuel K. Crocker, U.S. Trustee for Region 8, on Feb. 11 appointed
five creditors to serve in the Official Committee of Unsecured
Creditors in the Debtor's case.  The Committee consists of:

         Robert T. Abbotts
         718 Ashmeade Rd.
         Charlotte, NC 28211
         Tel: (704) 607-2976
         STTOBBA@AOL.COM

         Dorthy F. Mack
         185 N. Airport Way
         Manteca, CA 95337
         Tel: (209) 470-2772
         12dorthy52631@comcast.net

         James D. Rice
         744 Willowhead Drive
         Naples, FL 34103
         (239) 774-7162
         E-mail: JRice157@embarqmail.com

         Richard M. Taylor
         501 Haverhill Lane
         Colleyville, TX 76034
         (817)656-9596
         RANDSTAYLOR@VERIZON.NET

         Sharon L. Upton-Rice
         744 Willowhead Drive
         Naples, FL 34103
         (239) 774-7162
         E-mail: Sharonsthereepups@gmail.com

The Organizational meeting was held on Feb. 5, 2014, and the
Committee elected Richard M. Taylor as chairman.

                   About New Life International

New Life International, a religious corporation originally
incorporated under the name "World Bible Society", sought Chapter
11 bankruptcy protection (Bankr. M.D. Tenn. Case No. 13-bk-10974)
in Nashville, Tennessee, on Dec. 31, 2013.

The Debtor disclosed $44,651,301 in assets and $46,362,805 in
liabilities as of the Chapter 11 filing.

NLI's sources of revenue include donations of goods, money and
other property, investment earnings, sale of Christian-themed
merchandise and earnings from other real estate and operating
entities.  Other names used by the Debtor are the National
Community Foundation, The New Life Group, and Band Angels.

The Debtor has tapped Gullett Sanford Robinson & Martin, PLLC as
attorneys and Kraft CPAs Turnaround & Restructuring Group, PLLC,
as financial consultant.

The U.S. Trustee for Region 8 appointed five creditors to serve in
the Official Committee of Unsecured Creditors.


NEW LIFE INT'L: Files Schedules of Assets and Liabilities
---------------------------------------------------------
New Life International filed with the U.S. Bankruptcy Court for
the Middle District of Tennessee its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $3,051,140
  B. Personal Property           $41,600,161
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                  $627,849
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $45,734,956
                                 -----------      -----------
        TOTAL                    $44,651,301      $46,362,805

A copy of the schedules is available for free at:

     http://bankrupt.com/misc/NEWLIFE_63_sal.pdf

                   About New Life International

New Life International, a religious corporation originally
incorporated under the name "World Bible Society", sought Chapter
11 bankruptcy protection (Bankr. M.D. Tenn. Case No. 13-bk-10974)
in Nashville, Tennessee, on Dec. 31, 2013.

The Debtor disclosed $44,651,301 in assets and $46,362,805 in
liabilities as of the Chapter 11 filing.

NLI's sources of revenue include donations of goods, money and
other property, investment earnings, sale of Christian-themed
merchandise and earnings from other real estate and operating
entities.  Other names used by the Debtor are the National
Community Foundation, The New Life Group, and Band Angels.

The Debtor has tapped Gullett Sanford Robinson & Martin, PLLC as
attorneys and Kraft CPAs Turnaround & Restructuring Group, PLLC,
as financial consultant.

The U.S. Trustee for Region 8 appointed five creditors to serve in
the Official Committee of Unsecured Creditors.


NEW LIFE INT'L: Hiring of Gullett Sanford, Kraft CPAs Okayed
------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Tennessee has
authorized New Life International to employ:

     -- the law firm of Gullett, Sanford, Robinson & Martin, PLLC
        as bankruptcy counsel; and

     -- Kraft CPAs Turnaround & Restructuring Group PLLC of
        Nashville, Tennessee, as financial consultant.

As reported in the Troubled Company Reporter on Jan. 7, 2014, the
Debtor has chosen Gullett Sanford for the reason that it is
experienced and well qualified to perform the work required of it
in the case.

Customary hourly rates of attorneys with Gullett Sanford, as may
be adjusted from time to time, including during the pendency of
the case, are:

                                Hourly Rates
                                ------------
            Members             $275 to $475
            Associates          $150 to $300
            Paralegals           $90 to $125

Prior to the filing of the Chapter 11 petition, the Debtor paid
Gullett Sanford $225,619, of which $173,000 have been disbursed as
compensation for prepetition services.

The Debtor believes Gullett Sanford is a disinterested person as
that term is defined in 11 U.S.C. Sec. 101(14).

The TCR also reported on Jan. 7, 2014, that Kraft CPAs will assist
the Debtor in financial matters while NLI operates in bankruptcy.
Kraft will charge the Debtor at these hourly rates, which, subject
to Court approval, may be adjusted from time to time, including
during the pendency of the case:

                                Hourly Rates
                                ------------
          Principals/Members    $350 to $420
          Staff                  $65 to $275

Kraft will track and account for time in 1/10th hour increments.
In addition to the fees for consulting services, the Debtor will
reimburse Kraft for all direct costs that it incurs on the
Debtor's behalf.  Examples include photocopies, document
archiving, delivery and courier services, and travel expenditures.

The Debtor has paid the firm $218,631, of which $118,631 has been
disbursed as compensation for financial and consulting services
rendered prior to the Petition Date.

The Debtor believes the firm is a disinterested person as that
term is defined in 11 U.S.C. Sec. 101(14).

                   About New Life International

New Life International, a religious corporation originally
incorporated under the name "World Bible Society", sought Chapter
11 bankruptcy protection (Bankr. M.D. Tenn. Case No. 13-bk-10974)
in Nashville, Tennessee, on Dec. 31, 2013.

The Debtor disclosed $44,651,301 in assets and $46,362,805 in
liabilities as of the Chapter 11 filing.

NLI's sources of revenue include donations of goods, money and
other property, investment earnings, sale of Christian-themed
merchandise and earnings from other real estate and operating
entities.  Other names used by the Debtor are the National
Community Foundation, The New Life Group, and Band Angels.

The Debtor has tapped Gullett Sanford Robinson & Martin, PLLC as
attorneys and Kraft CPAs Turnaround & Restructuring Group, PLLC,
as financial consultant.

The U.S. Trustee for Region 8 appointed five creditors to serve in
the Official Committee of Unsecured Creditors.


NEWWAVE: Proposed $38.5MM Add-on Debt No Impact on Moody's B3 CFR
-----------------------------------------------------------------
Moody's Investors Service said that the proposed $38.5 million
add-on of credit facilities of Telecommunications Management LLC
(NewWave) does not impact its B3 corporate family rating or stable
outlook. The incremental credit facilities are comprised of a $10
million revolver commitment increase, a $13.5 million first lien
term loan upsize and a $15 million second lien term loan upsize.
The B2 rating on the first lien and the Caa2 rating on the second
lien remain unchanged as well, as the transaction does not
materially impact the mix of debt capital. NewWave also plans to
reprice the existing $217.4 million first lien term loan, which
should partially offset the increased interest expense of the
incremental debt. Moody's expects the company to use proceeds to
fund future acquisitions and to support continued upgrade of its
network.

Since Moody's expects a portion of the add-on to bring incremental
cash flow, the transaction does not materially impact NewWave's
leverage, estimated in the mid to high 6 times debt-to-EBITDA
range. However, the increased interest expense, only partially
offset by lower pricing and incremental cash flow, will further
pressure its weak free cash flow. The company plans to accelerate
some of its upgrade spend, which should facilitate faster growth
but will also negatively impact free cash flow. The increase in
revolver size provides better liquidity to manage through this
spend.

Telecommunications Management, LLC (operating under the brand name
NewWave) provides video, high speed data, and voice to about
150,000 residential and commercial customers in the Midwest and
Southwest portions of the United States including: Missouri,
Arkansas, Indiana, Illinois, Texas, Mississippi, Louisiana and a
portion of Nevada. GTCR acquired NewWave from Pamlico Capital in
May 2013 through its previously established partnership with Rural
Broadband Investments, which acquires and invests in rural-focused
cable systems serving residential and commercial customers in
small-to-middle sized markets and rural geographies. NewWave's
annual revenue pro forma for all acquisitions was approximately
$160 million for the trailing twelve months ended December 31,
2013.


NII HOLDINGS: EVP Business Development Resigns
----------------------------------------------
Peter Foyo, executive vice president, Business Development of NII
Holdings, Inc., provided notice of his intention to resign from
his position effective Feb. 28, 2014.

                          About NII Holdings

With headquarters in Reston, Virginia, NII Holdings is an
international wireless operator with more than 7 million largely
post-pay, business subscribers.

                             *   *    *

As reported by the TCR on March 5, 2014, Standard & Poor's Ratings
Services lowered its corporate credit rating on Reston, Va.-based
wireless carrier NII Holdings Inc. (NII) to 'CCC' from 'CCC+'.
"The downgrade follows the company's poor fourth-quarter 2013
results that were below our expectations, and its disclosure that
its auditors have uncertainty about the company's ability to
continue as a going concern," said Standard & Poor's credit
analyst Allyn Arden.

The TCR also reported on March 5, 2014, that Moody's Investors
Service downgraded the corporate family rating (CFR) of NII
Holdings Inc. ("NII" or "the company") to Caa1 from B3.  The
downgrade reflects the company's poor 2013 operating performance
and the risk that the company will violate the covenants governing
its Mexican and Brazilian subsidiary debt, which could trigger an
event of default for up to $4.4 billion of debt issued by
intermediate holding companies NII Capital Corp. and NII
International Telecom S.C.A.


NOBLE LOGISTICS: Has Interim Authority to Tap DIP Loans
-------------------------------------------------------
Noble Logistics, Inc., et al., sought and obtained interim
authority from the U.S. Bankruptcy Court for the District of
Delaware to obtain from NDLI Acquisition Inc. (a) up to $2
million, with the maximum amount to be borrower after entry of a
final order not to exceed $2.6 million, and (b) $150,000 that will
be available in amounts and for purposes approved by the DIP
Lender in its sole discretion.

All DIP Loans and obligations is entitled to superpriority
administrative expense claim status, and will be secured by a
perfected first-priority lien on the Collateral to the extent that
the Collateral is not subject to valid, perfected and non-
avoidable liens as of the Petition Date, a perfected second
priority lien on the Collateral to the extent the Collateral is
subject to valid, perfected and non-avoidable liens in favor of
third parties, and a perfected security interest and lien granted
to the DIP Lender in and on all the Collateral senior to the
Gladstone Prepetition Liens, but junior to all Non-Primed
Prepetition Liens.

The DIP Claim and Liens are subject to a carve-out, which, under
the Interim Order, means an amount equal to: (i) $25,000, plus
(ii) all Allowed Chapter 11 Administrative Expenses incurred
consistent with the Approved Budget through the earlier of (x)
closing of the sale, and (y) termination of the commitment upon an
event of default.

DIP Loan interest accrues at 7% per annum, which will be added to
the principal amount of the outstanding DIP Loans.  At all times
while a default exists, principal, interest and other amounts will
bear interest at a rate per annum equal to 2% in excess of the
interest rate.

The DIP Loans will mature on the earliest to occur of June 30,
2014, the acceleration of any of the DIP Loans and the termination
of the commitments to make the DIP Loans, and consummation of an
alternative transaction.

The Debtors also obtained interim Court authority to use cash
collateral securing their prepetition indebtedness and grant
Gladstone Investment Corporation, in its capacity as prepetition
lender, adequate protection.

A hearing to consider final approval of the DIP Motion is
scheduled for March 31, 2014, at 12:00 p.m. (Eastern time).
Objections are due March 24.

                   About Noble Logistics

Noble Logistics, Inc., and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code on Feb. 28, 2014.  The lead case
is In re Noble Logistics, Inc., Case No. 14-10442, Bankr. D.Del.
The case is assigned to Judge Christopher S. Sontchi.

The Debtors' counsel is Gregg M. Galardi, Esq., and Emily A.
Battersby, Esq., at DLA PIPER LLP, in Wilmington, Delaware.  The
Debtors' claims and noticing agent is PRIME CLERK LLC.


NOBLE LOGISTICS: Can Employ Prime Clerk as Claims & Noticing Agent
------------------------------------------------------------------
Noble Logistics, Inc., et al., sought and obtained authority from
the U.S. Bankruptcy Court for the District of Delaware to retain
Prime Clerk LLC as claims and noticing agent to, among other
things, distribute required notices to parties-in-interest and
receive, maintain, docket and otherwise administer the proofs of
claim filed in the Debtors' Chapter 11 cases.

The firm will be paid at these hourly rates:

   Analyst                                   $45
   Technology Consultant                    $130
   Consultant                               $140
   Senior Consultant                        $170
   Director                                 $195
   Solicitation Consultant                  $195
   Director of Solicitation                 $205

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

Christopher R. Schepper, executive vice president of Prime Clerk
LLC, assures the Court that his firm is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code
and does not represent any interest adverse to the Debtors and
their estates.  Mr. Schepper discloses that prior to the Petition
Date, the Debtors provided Prime Clerk a retainer in the amount of
$20,000.

John Hense, chief financial officer and chief technology officer
of Noble Logistics, said in an affidavit that the Debtors believe
that Prime Clerk is capable of handling the requisite noticing
responsibilities, thereby relieving the Clerk, or in the
alternative, the Debtors, of the burden and expense.

                   About Noble Logistics

Noble Logistics, Inc., and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code on Feb. 28, 2014.  The lead case
is In re Noble Logistics, Inc., Case No. 14-10442, Bankr. D.Del.
The case is assigned to Judge Christopher S. Sontchi.

The Debtors' counsel is Gregg M. Galardi, Esq., and Emily A.
Battersby, Esq., at DLA PIPER LLP, in Wilmington, Delaware.  The
Debtors' claims and noticing agent is PRIME CLERK LLC.


NORTH LAS VEGAS: S&P Lowers Tax Rating to 'BB-'; Outlook Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating
and underlying rating (SPUR) to 'BB-' from 'BBB+' on North Las
Vegas, Nev.'s limited-tax general obligation (GO) debt
outstanding.  The outlook is negative.

"The lowered ratings are due to S&P's view of a decline in fiscal
flexibility, the pending lawsuit, and significant future deficits,
as well as our local GO criteria published Sept. 12, 2013," said
Standard & Poor's credit analyst Bryan Moore.

The ratings reflect S&P's assessment of the following factors for
the city, specifically its:

   -- Very weak economy,
   -- Very weak budgetary flexibility,
   -- Weak budgetary performance,
   -- Very weak liquidity, and
   -- Very weak management conditions.


NORTHERN BEEF: Gao Changchun Contests Priority of White Oak's Lien
------------------------------------------------------------------
Gao Changchun, a limited partner of SDIF Limited Partnership 6,
filed with the U.S. Bankruptcy Court for the District of South
Dakota a complaint against Northern Beef Packers Limited
Partnership, White Oak Global Advisors, LLC, SDIF Limited
Partnership 6, and SDIF Limited Partnership 9, contesting the
priority of White Oak's lien over the lien of LP6.

Gao Changchun is asking that the Court determine validity, extent
and priority of liens in the Debtor's real and personal property.
Gao Changchun wants the Court to determine that the mortgage lien
and security interest of LP6 is the first and prior lien securing
the sum of $34,837,890.41, and is prior and superior to the liens
and claims of White Oak and all other parties, including claims of
the Official Committee of Unsecured Creditors, subject only to
valid mechanics liens and tax liens.

On Nov. 4, 2014, the Debtor entered into a credit agreement with
LP6 for the purpose of obtaining a loan or loans in the principal
sum of up to $60 million.  By agreement dated as of Aug. 30, 2011,
the Debtor, LP6 and LP9 agreed that of the $60 million of loans,
$35 million would be made by LP6, and $25 million would be made by
LP9.  Gao Changchun alleges on information and belief that as of
the date of filing the indebtedness due LP6 was $34,837,890.

To secure the indebtedness due LP6, the Debtor executed and
delivered a Nov. 4, 2010 Mortgage-One Hundred Eighty Day
Redemption encumbering all the real property.  The Mortgage named
LP6 as mortgagee.  To further secure repayment of the indebtedness
due LP6, the Debtor executed and delivered to LP6 and LP9 a
security agreement dated Nov. 4, 2010, granting LP6 and LP9 a
security interest in all the personal property.  The security
interest granted by that agreement is a perfected security
interest.  LP6 and LP9 are the holders of the first priority
mortgage lien upon the real property of the Debtor.  LP6 is the
holder of the first priority security interest in the personal
property of the Debtors.

White Oak is the holder of a Mortgage-One Hundred Eighty Day
Redemption Mortgage and Security Agreement with Assignment of
Rents and Fixture Filing encumbering all of the real and personal
property securing payment of $35 million plus interest, which
mortgage would constitute a second lien priority, junior to that
of LP6 and LP9.  However, the Debtor, LP6 and LP9, and White Oak
have purported to enter into certain subordination agreements by
the terms of which LP6 and LP9 have purported to subordinate their
first priority position in favor of White Oak up to but not in
excess of the sum of $45 million.  By the terms of the stipulation
(revised) regarding secured post-petition financing entered into
among the Debtor, White Oak, and the Committee, the claims and
rights on account of indebtedness in excess of $47 million held by
White Oak are purportedly to be assigned to an agent of the
Committee.

Gao Changchun alleges that:

      (i) the meeting of limited partners in Beijing for the
          purpose of voting on a resolution to subordinate LP6's
          loan to White Oak up to $40 million wasn't properly
          called and that limited partners of LP6 were not
          provided with sufficient information in Chinese from
          which to understand the issues;

     (ii) the general partner proceeded to enter into the
          subordination agreements dated as of Sept. 10, 2012,
          without requiring that the subordination agreements be
          contingent upon the conditions set forth in the
          resolution.  The resolution stipulates that the
          authorization it grants will be retracted if operations
          weren't commenced by Sept. 20, 2012.  Operations were in
          fact not commenced by that date;

    (iii) on Nov. 16, 2012, the general partner, the Debtor, and
          White Oak entered into a first amendment to the
          subordination agreement which increased the amount of
          subordinated debt to $45 million from $40 million.  Gao
          Changchun alleges that this amendment was never approved
          by a written resolution passed by 51% of the limited
          partners as required by the LP agreement.

Gao Changchun and other LP6 investors entered into a limited
partnership agreement, which gives the general partner extensive
powers to act for the partnership.

Gao Changchun is represented by:

         LINDQUIST & VENNUM LLP
         Daniel R. Fritz, Esq.
         101 S. Reid Street, Suite 302
         Sioux Falls, SD 57103
         Tel: (605) 978-5205
         E-mail: dfritz@lindquist.com

                 - and -

         MITCHELL SILBERBERG & KNUPP LLP
         Mary Lane, Esq.
         11377 West Olympic Boulevard
         Los Angeles, California 90064
         Tel: (310) 312-3195
         Fax: (310) 312-3100
         E-mail: mal@msk.com

                    About Northern Beef Packers

Northern Beef Packers Limited Partnership, which operates a beef
processing facility that opened in October 2012, filed for
Chapter 11 relief (Bankr. D.S.D. Case No. 13-10118) on July 19,
2013.  Karl Wagner signed the petition as chief financial officer.
Judge Charles L. Nail, Jr., presides over the case.  The Debtor
estimated assets of at least $50 million and debts of at least
$10 million.  James M. Cremer, Esq., at Bantz, Gosch, & Cremer,
L.L.C., serves at the Debtor's counsel.  Steven H. Silton, Esq.,
at Cozen O'Connor serves as co-counsel.  Lincoln Partners Advisors
LLC serves as financial advisors.

The U.S. Trustee has appointed five members to the Official
Committee of Unsecured Creditors in the case.  Robbins, Salomon &
Patt, Ltd. serves as it lead counsel.  Patrick T. Dougherty serves
as its local counsel.


OCTAVIAR ADMINISTRATION: Liquidator Files Sec. 1515 Statement
-------------------------------------------------------------
Katherine Elizabeth Barnet, foreign representative of Octaviar
Administration Pty Ltd., related to the U.S. Bankruptcy Court for
the Southern District of New York that, that due to the Company's
high debt load and desire to sell its principal asset, the Company
ultimately determined that it was necessary and appropriate for
the Company to be placed into administration.

BY an order dated Sept. 9, 2009, the Supreme Court of Queensland,
Australia, appointed William John Fletcher and Ms. Barnet were
appointed by the Australian Court as joint and several liquidators
of the Company.

On October 3, 2008, the directors of the Company resolved to place
the Company into voluntary administration and to appoint John
Lethbridge Greig and Nicholas Harwood of Deloitte Touche Tohmatsu
as voluntary administrators.  On January 12, 2009, Messrs. Greig
and Harwood were appointed as deed administrators pursuant to a
Deed of Company Arrangement.  On July 31, 2009, the Australian
Court ordered that the OA Deed be terminated.  Messrs. Greig and
Harwood were then appointed as the Liquidators of the Company.

On Sept. 9, 2009, Messrs. Greig and Harwood were removed as
Liquidators pursuant to orders of the Australian Court, the
Petitioners were appointed as liquidators of the Company.

Ms. Barnet tells the U.S. Bankruptcy Court that it is her belief
that the liquidation of the Company pending before the Australian
Court is the only foreign proceeding with respect to the Company.
She believes that the Australian Proceeding is a "foreign main
proceeding" as she has been advised that term is defined in
Sections 101(23) and 1502(4) of title 11 of the U.S. Bankruptcy
Code, as, among other things, the Company's primary offices were
in Australia, all negotiations with creditors prior to the
commencement of the administration proceedings occurred in
Australia, and all meaningful proceedings involving the Company
over the last four years have occurred in Australia.

The Liquidators are represented by Howard Seife, Esq., Andrew
Rosenblatt, Esq. -- arosenblatt@chadbourne.com -- Francisco
Vazquez, Esq. -- fvazquez@chadbourne.com -- and Eric Daucher, Esq.
-- edaucher@chadbourne.com -- at CHADBOURNE & PARKE LLP, in New
York.

                   About Octaviar Administration

Katherine Elizabeth Barnet and William John Fletcher, joint and
several liquidators of Queensland, Australia-based Octaviar
Administration Pty Ltd. filed a Chapter 15 petition against the
Company on Feb. 27, 2014.  The case is In re Octaviar
Administration Pty Ltd., Case No. 14-10438 (Bankr. S.D.N.Y.).  The
Company has estimated assets of $50 million to $100 million and
estimated debts of more than $1 billion.


OCTAVIAR ADMINISTRATION: April 10 Hearing on U.S. Recognition
-------------------------------------------------------------
Judge Shelley C. Chapman has approved a stipulation between
Katherine Elizabeth Barnet and William John Fletcher, as
liquidators of Octaviar Administration Pty. Ltd., and Drawbridge
Special Opportunities Fund LP.

Under the stipulation, the petitioners will file supplemental
pleadings in further support of their request for recognition of
the Australian Proceeding as a foreign main proceeding with the
Bankruptcy Court.

Responses, if any, to the petitioners' supplemental pleadings will
be filed with the Court on or before March 24, 2014, at 4:00 p.m.
(prevailing Eastern Time).  The petitioners will file their reply,
if any, with this Court on or before April 3, 2014, at 4:00 p.m.
(prevailing Eastern Time).

The Court will conduct a hearing to consider the petitioners'
renewed request for recognition of the Australian Proceeding under
Chapter 15 of the Bankruptcy Code on April 10, 2014, at 2:00 p.m.

                   About Octaviar Administration

Katherine Elizabeth Barnet and William John Fletcher, joint and
several liquidators of Queensland, Australia-based Octaviar
Administration Pty Ltd. filed a Chapter 15 petition against the
Company on Feb. 27, 2014.  The case is In re Octaviar
Administration Pty Ltd., Case No. 14-10438 (Bankr. S.D.N.Y.).  The
Company has estimated assets of $50 million to $100 million and
estimated debts of more than $1 billion.


ODYSSEY PICTURES: T. Johnson Replaces P. Rodgers as Auditor
-----------------------------------------------------------
Odyssey Pictures Corporation's Board of Directors, acting through
the Chief Executive Officer, John Foster, accepted the resignation
of Mr. Patrick Rodgers, CPA, from his engagement to be the
independent certifying accountant for the Company.

On Feb. 19, 2014, the Company engaged Mr. Terry L. Johnson, CPA,
to act as the Company's independent registered public accountant
beginning immediately and, specifically, to complete the year-end
audit for fiscal year 2012 and 2013.  Neither the Company nor
anyone acting on the Company's behalf hired Mr. Terry L. Johnson,
CPA in any capacity, nor consulted with him as to the application
of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be
rendered as to the financial statements, nor was a written report
or oral advice rendered that was an important factor considered by
the Company or any of its employees in reaching a decision as to
an accounting, auditing or financial reporting issue, or any
matter that was either the subject of a disagreement or reportable
event under 304(a)2) of Regulation S-K during the two most recent
fiscal years and subsequent interim period through Feb. 19, 2014.

The engagement of a new accountant, and the acceptance of the
resignation of the prior accountant was done by the chief
executive officer and chairman of the Board of the Company, Mr.
John Foster, with the knowledge and approval of the other members
of the Board of Directors.  The Company does not have an audit
committee or any other committee charged with oversight of
financial matters, and has entrusted this responsibility in its
chief executive officer acting as the Company's chief financial
officer.

Since his engagement and to the date of his resignation, there
have not been, nor are there now, any disagreements between the
Company and Mr. Patrick Rodgers, P.C. with respect to any matter
of accounting principles, practices, financial statement
disclosure, auditing scope or procedure for the reporting and
filing completed prior to this date, nor have there been any
reportable events? as defined by Regulation S-K section
304(a)(1)(v) during that same period, other than has been reported
and disclosed as required nor has his report on the financial
statements for either of the past two years contained an adverse
opinion, a disclaimer of opinion, or was qualified or modified as
to uncertainty, audit scope or accounting principles.  Mr.
Rodgers' audit reports on the Company's financial statements for
either of the past two years did not contain an adverse opinion, a
disclaimer of opinion, or was qualified or modified as to
uncertainty, audit scope or accounting principles.

The Company's prior certifying accountant, Mr. Patrick Rodgers
CPA. reviewed this disclosure and consented to the statements made
by the Company.

                           About Odyssey

Plano, Tex.-based Odyssey Pictures Corp., during the nine months
ended March 31, 2012, realized revenues from the sale of branding
and image design products and media placement services.  The
Company's ongoing operations have consisted of the sale of these
branding and image design products, increasing media inventory,
productions in progress and development of IPTV Technology and
related services.

The Company reported net income to the Company of $34,775 for the
year ended June 30, 2012, compared with net income to the Company
of $60,400 during the prior fiscal year.  The Company's balance
sheet at March 31, 2013, showed $1.49 million in total assets,
$4.05 million in total liabilities and a $2.55 million total
stockholders' deficiency.

Patrick Rodgers, CPA, PA, in Altamonte Springs, Florida, issued a
"going concern" qualification on the consolidated financial
statements for the year ended June 30, 2012.  The independent
auditors noted that the Company may not have adequate readily
available resources to fund operations through June 30, 2013,
which raises substantial doubt about the Company's ability to
continue as a going concern.


OLD REDFORD: S&P Affirms 'BB' Rating & Removes from CreditWatch
---------------------------------------------------------------
Standard & Poor's Ratings Services has affirmed its 'BB' long-term
rating on Michigan Public Educational Facilities Authority's
series 2005A and Michigan Finance Authority's series 2010A limited
obligation revenue bonds, both issued on behalf of Old Redford
Academy, and removed the rating from CreditWatch, where it was
placed with negative implications on Jan. 22, 2013.  The outlook
is negative.

"The rating was on CreditWatch negative based on the IRS'
revocation of the tax-exempt status of the Clothilde R. Smith
Charitable Foundation, the academy's foundation, effective
Nov. 15, 2011, for failure to receive the foundation's Form 990
filings for the prior three fiscal years," said Standard & Poor's
credit analyst Avani K. Parikh.  "The issue has since been
resolved, allowing retroactive reinstatement of the foundation's
tax-exempt status."

The 'BB' rating reflects Standard & Poor's assessment of Old
Redford's:

   -- Weakened operating performance in fiscal 2013,

   -- Constrained balance sheet metrics for a 'BB' rating,

   -- Below-average academic performance compared to state
      averages,

   -- Limited revenue pledge restricting use of per-pupil state
      aid for debt service, and

   -- The inherent uncertainty associated with charter renewals.

The aforementioned weaknesses are offset by Standard & Poor's view
of the academy's:

   -- Long operating history,
   -- Good enrollment history,
   -- Manageable lease-adjusted MADS burden,
   -- History of two successful charter renewals, and
   -- Full-faith-and-credit pledge to make lease payments in
      support of debt service.

"The negative outlook reflects our view of the academy's overall
weaker financial profile in fiscal 2013," Ms. Parikh added.  "If
Old Redford can meet 1.1x lease-adjusted MADS coverage budgeted
for fiscal 2014, returns to breakeven or modestly positive
operating trends, demonstrates improving academic performance, and
maintains at least stable enrollment, we could consider returning
the outlook to stable.  Conversely, if enrollment declines from
its current level, operations continue to endure pressure, and
balance sheet metrics are further strained by declines in
unrestricted cash or increases in short-term cash flow borrowing,
we could lower the rating during the one-year outlook period."

Ms. Parikh further added that the rating service could lower the
rating if Old Redford fails to improve academic performance, or if
the school's charter is not renewed for the maximum five-year
period, reflecting possible authorizer concerns regarding academy
weaknesses.

In 1999, Old Redford Academy was founded to help fulfill the
Clothilde Foundation's mission of bringing quality education and
community support to inner-city children.  Located in Detroit, the
academy commenced operations during the 1999-2000 school year as a
kindergarten through eighth-grade school.  It now serves 2,078
students in pre-kindergarten through 12th grade.


ORECK CORP: Court Moves Exclusive Plan Filing Deadline to May 1
--------------------------------------------------------------
The Hon. Keith M. Lundin of the U.S. Bankruptcy Court for the
Middle District of Tennessee has extended, at the behest of Oreck
Corporation, et al., the period during which they have the
exclusive right to file a plan for an additional 90 days, through
and including May 1, 2014, and the period during which the Debtors
have the exclusive right to solicit acceptances of that plan for
an additional 90 days, through and including June 30, 2014.

As reported by the Troubled Company Reporter on Feb. 17, 2014, the
Debtors, the Official Committee of Unsecured Creditors and a
party-in-interest are working to develop a Chapter 11 plan that
would generate an increased return for unsecured creditors.
However, the parties need additional time to finalize the proposed
Chapter 11 plan, the Debtors said in their Jan. 30, 2014 court
filing.  Since the Petition Date, the Debtors and their
professional advisors have focused much of their time, energy and
resources on obtaining maximum value for substantially all of the
Debtors' assets and responding to inquiries from various parties
in interest in the Chapter 11 cases.

                         About Oreck Corp.

Oreck Corporation and eight affiliates sought Chapter 11
protection (Bankr. M.D. Tenn. Lead Case No. 13-04006) in
Nashville, Tennessee, on May 6, 2013, with plans to sell the
business as a going concern.

Oreck has been in the business of manufacturing, marketing and
selling vacuum cleaners and related products since the late 1960s.
The corporate offices are located in Nashville, and the
manufacturing and call center is located in Cookeville, Tennessee.

Oreck has 70 employees in Nashville, 250 employees at its plant in
Cookeville and 325 employees operating 96 company-owned and
managed retail stores.  The Debtor disclosed $18,013,249 in assets
and $14,932,841 plus an unknown amount in liabilities as of the
Chapter 11 filing.

William L. Norton III, Esq., and Alexandra E. Dugan, Esq., at
Bradley Arant Boult Cummings LLP, serve as counsel to the Debtor.
BMC Group Inc. is the claims and notice agent.  Sawaya Segalas &
Co., LLC serves as financial advisor.

The U.S. Trustee appointed six creditors to the Official Committee
of Unsecured Creditors.  Daniel H. Puryear, Esq., at Puryear Law
Group, and Sharon L. Levine, Esq., and Kenneth A. Rosen, Esq., at
Lowenstein Sandler LLP represent the Committee.  The Committee
tapped to retain Gavin/Solmonese LLC as its financial advisor.

In July 2013, Royal Appliance Mfg. Co. (RAM), a subsidiary of the
TTI Group, finalized the purchase of Oreck Corp.'s assets.  The
Bankruptcy Court approved the sale on July 16, 2013.

Royal, the maker of Dirt Devil floor-care products, won the
auction for Oreck Corp.  The second-place bidder was the Oreck
family, which sold the business in a $272 million transaction in
2003.  The Oreck family made the first bid at auction at
$21.9 million, including $14.5 million cash.

The terms of Royal's winning bid weren't disclosed publicly,
according to a Bloomberg News report.  Royal was acquired in 2003
by Hong Kong-based Techtronic Industries Co., the maker of Hoover
vacuum cleaners.


ORECK CORP: Court Okays Settlement With Black Diamond
-----------------------------------------------------
The Hon. Keith M. Lundin of the U.S. Bankruptcy Court for the
Middle District of Tennessee has entered an order approving Oreck
Corporation, et al., and the Official Committee of Unsecured
Creditors' compromise and settlement with Black Diamond Capital
Management, LLC, its affiliates, and other related parties,
including without limitation Peter Frank and Russell Spieler, who
served as directors of certain of the Debtors.

The Committee undertook an investigation into claims the Debtors'
estates may hold against third parties, and identified certain
potential claims that the Debtors' estates may hold against Black
Diamond and the Oreck directors, including claims: (a) against the
Oreck directors for potential breaches of fiduciary duty; and
(b) against Black Diamond, GSC Recovery III, L.P., and GSC
Recovery III Parallel Fund, L.P., to recover potential fraudulent
transfers and preferential transfers related to the prepetition
first lien credit facility.

Black Diamond, in turn, filed proofs of claim against the Debtors'
estates relating to asserted indemnification rights under the
prepetition first lien facility as well as several million dollars
in accrued but unpaid management fees owing under a management
agreement among the Debtors and Black Diamond Funds.

Black Diamond manages GSC Recovery III, L.P., and GSC Recovery III
Parallel Fund, L.P., which own or control a majority of the voting
stock of Oreck Holdco 1, Inc., the Debtors' ultimate parent
company.  GSC Recovery III, L.P., asserts a lien secured by all of
the Debtors' assets in connection with the $20 million prepetition
first lien credit facility from Wells Fargo Bank, National
Association.  According to the Debtors' schedules of assets and
liabilities, $5.47 million remained outstanding under the
Prepetition First Lien Credit Facility as of the Petition Date.
Pursuant to the June 20, 2013 final DIP court order, the Debtors
were authorized to borrow up to the aggregate principal amount of
$9.5 million from Black Diamond Commercial Finance, L.L.C., acting
as administrative agent.

The Committee and Black Diamond, through their respective counsel,
engaged in negotiations and reached a global settlement and
compromise with respect to both the potential claims against Black
Diamond and its affiliates and the Oreck directors and the filed
Black Diamond claims against the Debtor.  The Debtors also support
the Settlement.

The Settlement includes a release in favor of all of the Debtors'
directors and officers, not just those associated with Black
Diamond.

Under the Settlement, the Black Diamond Funds will pay $401,500 to
the Debtors' estates for ultimate distribution to unsecured
creditors pursuant to the terms of a plan or further court order.

Black Diamond waives any and all unsecured claims it may have
against any of the Debtors.  The Committee and each of the Debtors
release, acquit, waive and discharge Black Diamond and its
directors, officers, managers, and employees, among others, of,
from and against all claims, demands, debts, obligations, costs,
liabilities, promises, duties, agreements, warranties, damages,
and consequential damages, actions and causes of action
whatsoever.

A copy of the terms of the settlement is available for free at:

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

Black Diamond is represented by:

         Daniel McGuire, Esq.
         WINSTON & STRAWN LLP
         35 W. Wacker Drive
         Chicago, IL 60601
         Tel: (312) 558-6154
         Fax: (312) 558-5700
         E-mail: dmcguire@winston.com

                         About Oreck Corp.

Oreck Corporation and eight affiliates sought Chapter 11
protection (Bankr. M.D. Tenn. Lead Case No. 13-04006) in
Nashville, Tennessee, on May 6, 2013, with plans to sell the
business as a going concern.

Oreck has been in the business of manufacturing, marketing and
selling vacuum cleaners and related products since the late 1960s.
The corporate offices are located in Nashville, and the
manufacturing and call center is located in Cookeville, Tennessee.

Oreck has 70 employees in Nashville, 250 employees at its plant in
Cookeville and 325 employees operating 96 company-owned and
managed retail stores.  The Debtor disclosed $18,013,249 in assets
and $14,932,841 plus an unknown amount in liabilities as of the
Chapter 11 filing.

William L. Norton III, Esq., and Alexandra E. Dugan, Esq., at
Bradley Arant Boult Cummings LLP, serve as counsel to the Debtor.
BMC Group Inc. is the claims and notice agent.  Sawaya Segalas &
Co., LLC serves as financial advisor.

The U.S. Trustee appointed six creditors to the Official Committee
of Unsecured Creditors.  Daniel H. Puryear, Esq., at Puryear Law
Group, and Sharon L. Levine, Esq., and Kenneth A. Rosen, Esq., at
Lowenstein Sandler LLP represent the Committee.  The Committee
tapped to retain Gavin/Solmonese LLC as its financial advisor.

In July 2013, Royal Appliance Mfg. Co. (RAM), a subsidiary of the
TTI Group, finalized the purchase of Oreck Corp.'s assets.  The
Bankruptcy Court approved the sale on July 16, 2013.

Royal, the maker of Dirt Devil floor-care products, won the
auction for Oreck Corp.  The second-place bidder was the Oreck
family, which sold the business in a $272 million transaction in
2003.  The Oreck family made the first bid at auction at
$21.9 million, including $14.5 million cash.

The terms of Royal's winning bid weren't disclosed publicly,
according to a Bloomberg News report.  Royal was acquired in 2003
by Hong Kong-based Techtronic Industries Co., the maker of Hoover
vacuum cleaners.


OVERLAND STORAGE: Marathon Capital Holds 7.2% Equity Stake
----------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Marathon Capital Management, LLC, disclosed
that as of Feb. 21, 2014, it beneficially owned 6,217,606 shares
of common stock of Overland Storage Inc. representing 7.2 percent
of the shares outstanding.  A copy of the regulatory filing is
available for free at http://is.gd/Q5BmLZ

                      About Overland Storage

San Diego, Cal.-based Overland Storage, Inc. (Nasdaq: OVRL) --
http://www.overlandstorage.com/-- is a global provider of unified
data management and data protection solutions designed to enable
small and medium enterprises (SMEs), corporate departments and
small and medium businesses (SMBs) to anticipate and respond to
change.

Overland Storage incurred a net loss of $19.64 million on $48.02
million of net revenue for the fiscal year ended June 30, 2013, as
compared with a net loss of $16.16 million on $59.63 million of
net revenue during the prior fiscal year.

Moss Adams LLP, in San Diego, California, issued a "going concern"
qualification on the consolidated financial statements for the
year ended June 30, 2013, citing recurring losses and negative
operating cash flows which raise substantial doubt about the
Company's ability to continue as a going concern.

As of Dec. 31, 2013, the Company had $31.62 million in total
assets, $34.93 million in total liabilities and a $3.30 million
total shareholders' deficit.


PACIFIC PROPERTY: Court Imposes 2nd-Tier Penalty to Founders
------------------------------------------------------------
District Judge David O. Carter imposed second-tier penalties of
$75,000 for each of the individual defendants, Michael J. Stewart,
John J. Packard, and Randall A. Smith, who are being sued by the
Securities and Exchange Commission for their role in the sale of
unregistered securities in Apartments America to the public.

The SEC had sought third-tier penalties in the amount of $150,000
per individual Defendant.

Before forming Apartments America, Messrs. Stewart and Packard
owned Pacific Property Assets, which sold "secured promissory
notes" to investors and used the proceeds to invest primarily in
apartment buildings in Southern California and Arizona.  Mr. Smith
worked at PPA beginning in April 2009.

In May 2009, PPA defaulted on $91.6 million in promissory notes
held by 647 investors in 37 investment programs.  In the months
prior to default, PPA had actively solicited investor funds, and
was promising an annual interest rate of 24% to 30% on its
promissory notes.  In June 2009, one month after its default, PPA
filed for Chapter 11 bankruptcy.  This bankruptcy was converted to
Chapter 7 in September 2010.  The Bankruptcy Trustee took over all
management of PPA's property portfolio in April 2010.

According to the bankruptcy filings, Messors Stewart and Packard
drew substantial salaries paid from PPA assets until the default.

In September 2009, three months after PPA filed for bankruptcy,
Messrs. Stewart, Packard, and Smith formed Apartments America.
They agreed to resume the same business model that they had
employed with PPA -- raise funds from investors and pool the
proceeds to purchase apartment buildings in Southern California
and Arizona.

The case is, SECURITIES AND EXCHANGE COMMISSION, Plaintiff, v.
APARTMENTS AMERICA, LLC; MICHAEL J. STEWART; JOHN J. PACKARD; and
RANDALL A. SMITH, Defendants, Case No. SA CV 12-0754 DOC (ANx)
(C.D. Cal.).  A copy of the District Court's March 3, 2014 Order
is available at http://is.gd/KRuzRBfrom Leagle.com.

As reported by the Troubled Company Reporter on Feb. 19, 2014,
Messrs. Stewart and Packard have been arrested and charged with
carrying out a Ponzi scheme with respect to PPA that cost
investors over $110 million when the scam collapsed, the FBI said.
According to a Law360 report, Mr. Stewart, 66, and Mr. Packard,
63, were taken into custody by FBI agents, following the return of
a 16-count indictment by a federal grand jury that alleges bank
fraud, bankruptcy fraud and mail fraud.


PETROFORTE BRASILEIRO: Chapter 15 Case Summary
----------------------------------------------
Chapter 15 Petitioner: Dr. Afonso Henrique Alves Braga

Chapter 15 Debtor: Petroforte Brasileiro de Petroleo Ltda.
                   c/o Astigarraga Davis Mullins & Grossman
                   1001 Brickell Bay Drive, 9th Floor
                   Miami, FL 33131

Chapter 15 Case No.: 14-15408

Type of Business: Gasoline and ethanol distributor

Chapter 15 Petition Date: March 7, 2014

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

Judge: Hon. Robert A Mark

Chapter 15 Petitioner's: Gregory S Grossman, Esq.
Counsel:                 ASTIGARRAGA DAVIS MULLINS & GROSSMAN PA
                         1001 Brickell Bay Drive 9th Floor
                         Miami, FL 33131
                         Tel: (305) 372-8282
                         Email: ggrossman@astidavis.com

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million


PRESTIGIOUS PROPERTIES: Case Summary & 2 Top Unsecured Creditors
----------------------------------------------------------------
Debtor: Prestigious Properties LLC
        220 SW Sunset Blvd, Suite E202
        Renton, WA 98057

Case No.: 14-11617

Chapter 11 Petition Date: March 6, 2014

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Hon. Timothy W. Dore

Debtor's Counsel: Nathan T. Riordan, Esq.
                  RIORDAN LAW PS
                  600 Stewart St Ste 1300
                  Seattle, WA 98101
                  Tel: 206-903-0401
                  Email: nate@riordan-law.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Annette Demps, member manager.

A list of the Debtor's two largest unsecured creditors is
available for free at http://bankrupt.com/misc/wawb14-11617.pdf


PULSE ELECTRONICS: OCM PE Stake at 69.8% as of Feb. 21
------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, OCM PE Holdings, L.P., and its affiliates
disclosed that as of Feb. 21, 2014, they beneficially owned
12,065,441 shares of common stock of Pulse Electronics Corporation
representing 69.8 percent of the shares outstanding.  A copy of
the regulatory filing is available for free at http://is.gd/j3SSKu


                      About Pulse Electronics

San Diego, California-based Pulse Electronics Corporation --
http://www.pulseelectronics.com/-- is a global producer of
precision-engineered electronic components and modules, operating
in three business segments: Network product group; Power product
group; and Wireless product group.  As of Dec. 28, 2012, Pulse had
$188 million in total assets.

The Company's balance sheet at Sept. 27, 2013, showed $188.22
million in total assets, $235.14 million in total liabilities and
a $46.92 million total shareholders' deficit.

Pulse Electronics incurred a net loss of $32.09 million for year
ended Dec. 28, 2012, a net loss of $47.92 million for the year
ended Dec. 30, 2011, and a net loss of $37.41 million for the year
ended Dec. 31, 2010.

As reported by the TCR on Juy 8, 2013, the Company dismissed
KPMG LLP as its independent registered public accounting
firm.  Grant Thornton LLP was hired as replacement.


QUARTZ HILL MINING: Case Summary & Largest Unsecured Creditors
--------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

   Debtor                                         Case No.
   ------                                         --------
   Quartz Hill Mining, LLC                        14-15419
   c/o Moffa & Bonacquisti
   Attention: John A. Moffa, RA
   19 W. Flagler Street, Suite 504
   Miami, FL 33130

   Superior Gold, LLC                             14-15424
   c/o Moffa & Bonacquisti
   John A. Moffa, RA
   19 W. Flagler St., #504
   Miami, FL 33130

Type of Business: Metals/Mining

Chapter 11 Petition Date: March 7, 2014

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

Judge: Hon. Robert A Mark

Debtors' Counsel: Jacqueline Calderin, Esq.
                  EHRENSTEIN CHARBONNEAU CALDERIN
                  501 Brickell Key Drive #300
                  Miami, FL 33131
                  Tel: 305.722.2002
                  Fax: 305.722.2001
                  Email: jc@ecclegal.com

Debtors'
Special Counsel:  John A. Moffa, Esq.
                  MOFFA & BONACQUISTI, P.A.
                  1776 North Pine Island Road, Suite 102
                  Plantation, FL  33322-5200
                  Tel: 954-634-4733
                  Fax: 954-337-0637
                  Email: John@MBPA-Law.com

                                     Total          Total
                                    Assets          Debts
                                  -----------    ------------
Quartz Hill                       $58 million    $7.5 million
Superior Gold                     $0             $4.93 million

The petitions were signed by John A. Moffa, authorized individual.

A. List of Quartz Hill's 10 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Estate of William B. Kempner       Alleged Judgment   $2,000,000
c/o E. Alan Hampson
1420 Vance St., #200
Lakewood, CO 80214

Gilpin County Treasurer            2013 taxes            $15,725

Gus. E. Pappas, P.C.               Attorneys' fees      $569,626
1776 Yorktown
Suite 425
Houston, TX 77056

Internal Revenue Service                                 Unknown

Krendi Krendi Sachnoff & Way       Legal Services         $9,627

Marjorie Robbins Daggett           Alleged Judgment   $2,000,000

Michael & Dawn Fedrigon            Loan                 $852,823
1477 Chetwood Ct.
Mundelein, IL 60060

Scheid Cleveland, LLC              Attorney fees      $2,100,000
3773 Cherry Creek N. Dr.
Suite 575
Denver, CO 80209

Scheid, Cleveland, LLC             Attorney fees         $52,180

U.S. Environmental Protection      CERCLA                Unknown
Agency

B. List of Superior Gold's Nine Largest Unsecured Creditors:

  Entity                          Nature of Claim   Claim Amount
  ------                          ---------------   ------------
Gilpin County Treasurer           2013 taxes            $15,725

Gus E. Pappas, P.C.               Loan                  Unknown

Krendi Krendi Sachnoff & Way      Legal Services         $9,627

Maqrjorie Robbins Daggett         Alleged Judgement  $2,000,000
c/o E. Alan Hampson

1420 Vance Street #200
Denver, CO 80214

Michael & Dawn Fedrigon           Loan                 $852,823
1477 Chetwood Ct.
Mundelein, IL 60060

Scheid, Cleveland, LLC            Attorney fees         $52,180

Scheid, Cleveland, LLC            Attorney fees         Unknown

The estate of William B. Kemper   Alleged Judgment   $2,000,000
c/o E. Alan Hampson
1420 Vance St., #200
Lakewood, CO 80214

U.S Environmental Protection      CERCLA               Unknown
Agency


RADIOSHACK CORP: Fitch Affirms 'CCC' LT Issuer Default Rating
-------------------------------------------------------------
RadioShack's weak operating results are expected to further
constrain its liquidity in 2014, leaving the company with a
limited window of opportunity to turn around its business,
according to Fitch Ratings.

On March 4, 2014, the company reported a 19% comparable store
(comp) sales decline during the fourth quarter of 2013, and a
nearly 500 basis point (bp) gross margin contraction.  EBITDA for
full-year 2013 was negative $161 million, materially worse than
Fitch's expectation of negative $80 million to $100 million.  This
compared with positive EBITDA of $48 million in 2012 and $283
million in 2011.

RadioShack's cash of $180 million at year-end 2013 is down from
$536 million at year-end 2012, and its revolver availability was
$375 million, down from $391 million a year ago, broadly in line
with Fitch's expectations.  Fitch believes that the company's
liquidity will be sufficient to finance its operations over the
next 12 months, though with limited cushion as its operations
continue to consume cash.

Fitch projects EBITDA will remain in the negative $150 million to
$200 million range in 2014 and 2015, as the benefit from the
planned closure of up to 1,100 stores (26% of its domestic store
base) is expected to be offset by continued negative trends in the
underlying business.  Fitch assumes that the closed stores are 15%
less productive than the average U.S. store, leading to a revenue
decline from store closures of around $600 million.  Fitch further
assumes that comp store sales will decline in the mid-single digit
range over the next two years.

Gross margin rates are expected to begin to gradually recover in
the second half of 2014 and be roughly flat in the full year
compared with 2013, while SG&A is expected to decline by 10%-12%
in each of 2014 and 2015, or around $150 million annually, as a
result of the store closures and a reduction in corporate-level
expenses.  More substantial declines in SG&A could offset some of
the projected gross profit dollar declines.

As a result, free cash flow is expected to remain sharply negative
at around -$150 million to -$200 million in 2014, substantially
consuming the company's cash balances.  This is based on EBITDA of
negative $150 million to $200 million, interest expense of over
$50 million and capex of $50 million, partly offset by an expected
benefit of up to $100 million from the liquidation of inventories
in the closed stores.

Fitch expects RadioShack will have to tap its revolver during 2014
to finance a seasonal working capital swing of $100 million to
$150 million.

Fitch believes that free cash flow could be in the negative $200
million range in 2015, assuming steady inventories, and that
company would have to rely heavily on its revolver to absorb these
losses.

Weak underlying trends in RadioShack's mobility and consumer
electronics businesses are complicating its effort to stabilize
its operations.  Within RadioShack's U.S. Company-Operated Stores
Segment, comparable store mobility sales (wireless phones) were
down 9% mainly due to unit declines, and comparable store retail
sales (consumer electronics, batteries, etc.) were down 8.5% in
2013.

RadioShack is still in the early stages of expanding its
merchandise offerings in growing categories such as headphones and
portable speakers, but sales from these categories will not likely
be sufficient to offset the secular declines in the company's
existing mobility and consumer electronics businesses for at least
the next 12 months.

Fitch currently rates RadioShack as follows:

-- Long-term IDR 'CCC';
-- $535 million senior secured ABL revolver 'B/RR1';
-- $50 million senior secured ABL term loan 'B/RR1'
-- $250 million secured term loan 'CCC+/RR3'
-- Senior unsecured notes 'CC/RR6'.


RADNET MANAGEMENT: Moody's Rates $180MM 2nd Lien Term Debt 'Caa1'
-----------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to RadNet
Management, Inc.'s proposed $180 million second lien term loan.
Concurrently, Moody's affirmed all existing ratings including the
company's B2 Corporate Family Rating, B2-PD Probability of Default
Rating, Ba3 rating on the $101.25 million revolving credit
facility, and Ba3 rating on the proposed upsized ($30 million add-
on to $415 million) first lien term loan. The Caa1 rating on the
10.375% senior unsecured notes was also affirmed and will be
withdrawn following its successful repayment at the close of the
transaction. Additionally, the Speculative Grade Liquidity ("SGL")
rating was affirmed at SGL-2. The outlook remains stable.

Proceeds from the proposed $180 million second lien term loan and
$30 million add-on of the first lien term loan, along with
approximately $7.7 million of balance sheet cash, are expected to
be applied towards refinancing the existing $200 million 10.375%
senior unsecured notes at the call premium of $105.188, as well as
pay related fees and expenses. Interest savings from the proposed
refinancing is anticipated to amount to approximately $5 million
per annum. RadNet will need to receive a one-time waiver to
effectuate the refinancing.

The affirmation of the B2 Corporate Family Rating and stable
outlook includes our expectation for RadNet to offset near-term
reimbursement rate pressure and maintain stable credit metrics,
including debt leverage (debt to EBITDA) of approximately 5.5
times, and interest coverage (EBITA to Interest Expense) above 1.0
times.

The following rating actions were taken (LGD point estimates are
subject to change and all ratings are subject to review of final
documentation):

The following ratings were assigned:

$180 million second lien term loan due 7 years, assigned Caa1
(LGD5, 81%).

The following ratings were affirmed:

Corporate Family Rating, affirmed at B2;

Probability of default rating, affirmed at B2-PD;

$101.25 million senior secured revolving credit facility due
October 2017, affirmed at Ba3; LGD rate changed to (LGD3, 31%)
from (LGD2, 29%);

$415.3 million ($30 million upsizing) first lien term loan due
October 2018, affirmed at Ba3; LGD rate changed to (LGD3, 31%)
from (LGD2, 29%).

Speculative Grade Liquidity rating, affirmed at SGL-2.

The following rating was affirmed and will be withdrawn at the
successful close of the transaction:

$200 million senior unsecured notes, due April 2018, affirmed at
Caa1 (LGD5, 84%).

Ratings Rationale

The B2 Corporate Family Rating incorporates the expectation that
adjusted debt leverage will remain high in the 5.5 times range
over the next 12 to 18 months as RadNet manages the negative
reimbursement environment through the implementation of cost
saving initiatives. The rating continues to reflect our
expectation for the majority of free cash flow to be used to pay
increased amortization on the first lien term loan, growth capital
expenditures, and acquisitions. Supporting the rating is RadNet's
leading position in certain states, which may increase its
negotiating leverage with commercial payors. In addition, RadNet's
strategy to become an all-encompassing provider of diagnostic
imaging services allows the company to optimize efficiencies that
support same-center volume growth and margin stability.

The stable outlook reflects Moody's expectation for modest revenue
growth while focusing on cost saving initiatives that offset
reimbursement pressure. The stable outlook also considers the
expectation for a disciplined approach towards potential
acquisitions of imaging centers and related services that do not
result in increased debt leverage. In addition, the outlook
reflects the expectation that the company will maintain a good
liquidity profile.

The ratings could be downgraded if the company's operating
performance or liquidity position was to weaken, or if acquisition
activity resulted in a sustained increase in adjusted debt
leverage above 6.0 times and/or decline in adjusted interest
coverage to below 1.0 times. In addition, any adverse developments
in the reimbursement environment that would materially impact
RadNet's financial position could also be a cause for a downgrade.

The ratings could be upgraded if the company's operating,
expansion and growth initiatives result in a sustained increase in
revenue and profitability. There could also be upward pressure on
the ratings if adjusted free cash flow to debt was to be sustained
above 5% on a projected basis and adjusted debt leverage was to be
sustained below 4.0 times on a projected basis. Furthermore, a
more favorable reimbursement environment with increased visibility
would be necessary in order for the ratings to be upgraded.

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.

RadNet (NASDAQ:RDNT), headquartered in Los Angeles, California,
provides diagnostic imaging services through a network of 250
diagnostic imaging facilities located in seven states, primarily
in California, Maryland, and New York. Revenue for the last twelve
month period ended December 31, 2013 was approximately $703
million.


RADNET MANAGEMENT: S&P Affirms 'B' CCR & Rates $180MM Loan 'CCC+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on RadNet Inc. and revised the outlook to negative
from stable.

At the same time, S&P assigned a 'CCC+' issue-level rating to the
proposed $180 million second-lien term loan.  The recovery rating
is '6', indicating S&P's expectation for negligible (0% to 10%)
recovery for lenders in the event of a payment default.  The
company will use proceeds of the second-lien term loan and a
$30 million add-on on to the first-lien credit facility to repay
the company's $200 million 10.375% senior notes.

"We revised the outlook to negative because of the increased call
on cash; per the proposed first-lien term loan amendment, we
estimate incremental payments (increase amortization net of
reduced interest expense) will be roughly $10 million," said
credit analyst Tulip Lim.  "We believe this additional debt-
related burden reduces the RadNet's financial flexibility given
weak organic demand and ongoing reimbursement risk.  Historically,
acquisitions have been a meaningful growth driver.  The company's
ability to make acquisitions with free cash flow could be
constrained by the contemplated capital structure."

S&P's negative outlook reflects the company's limited flexibility
because of its high mandatory amortization requirements and the
potential for a decline in volumes, further reimbursement cuts, or
the inability to achieve planned cost reductions to reduce the
company's cash flow to cover required annual principal payments.

Downside scenario

S&P could lower the rating if rising competition, weak volume
trends, or reimbursement reductions cause S&P to revise the
business risk profile to "vulnerable".  This would also likely
coincide with a cash flow deficit after debt amortization
payments.  This could be caused by a mid-single-digit decline in
revenue, which is not offset by EBITDA margin expansion.

Upside scenario

S&P could revise the outlook back to stable if volume trends
stabilize and the reimbursement landscape for 2015 is relatively
benign.  This would include confidence that any modest
reimbursement cuts could be offset by cost containment actions,
and that internally generated cash flow after debt amortization
payments would be positive on a sustained basis.  This could be
result from flat or improving revenue growth and stable EBITDA
margins.


REPUBLIC OF TEXAS: Gets Initial Order of CHILLO Energy Drink
------------------------------------------------------------
Republic of Texas Brands, Inc. on March 7 disclosed that it has
just received their initial order of CHILLO Energy Drink through
its soon to be acquired subsidiary Chill Texas, securing the
company as the Master Distributor for the State of Texas.  CHILLO
product that has been ordered on the Cannabis-Holdings.com site is
now being processed and will be heading to destinations in the
United States and should be arriving in several days.  Pictures
have been posted of some of the product and can be found on the
http://www.Cannabis-Holdings.comwebsite.  The Bulk Commercial
orders of CHILLO will begin to ship early next week to numerous
commercial locations and the product will likely begin hitting
select Texas retailers' shelves in the coming weeks.

"This is an exciting day for the RTXBQ's soon to be subsidiary
Chill Texas as we are now shipping product and generating revenues
for the company.  The newspaper article last week in the Dallas
Observer generated interest and orders from several Texas
retailers who were very eager to get the product on their retail
shelves," states COO Randy Safford.  "We expect a complete sell
through of the first order of CHILLO and we are already making
arrangements for the shipment of the second bulk order.
Generating revenues will be looked upon very favorably by the
judge as we are going to present our plan to the bankruptcy court
and we hope to exit from our voluntary Chapter 11 status in the
shortest period of time.  We have also filed a $4 million dollar
lawsuit against Empire Capital llc, Scott Forsythe and
Matthew Nicoletti for damages."

           About Republic of Texas Brands Incorporated

Republic of Texas Brands Incorporated's mission is to find the
premier cannabis and hemp industry innovators, leveraging its team
of professionals to source, evaluate and purchase value-added
companies and products, while allowing them to keep their
integrity and entrepreneurial spirit.

The company filed a Chapter 11 bankruptcy petition (Bankr. N.D.
Tex. Case No. 13-bk-36434) on Dec. 17, 2013.  The company
estimated assets of $0 to $50,000 and liabilities of $500,001 to
$1 million.  Judge Barbara J. Houser presides over the case.

The Debtor is represented by:

         Eric A. Liepins
         ERIC A. LIEPINS, P.C.
         12770 Coit Rd., Suite 1100
         Dallas, TX 75251
         Tel: (972) 991-5591
         E-mail: eric@ealpc.com


ROAD INFRASTRUCTURE: S&P Affirms 'B' CCR Over Eberle Acquisition
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Road Infrastructure Investment LLC.  The outlook
is stable.

At the same time, S&P assigned 'B' and 'CCC+' issue-level ratings
to Road Infrastructure's proposed $465 million first-lien
facilities and $170 million second-lien term loan, respectively.
The first-lien facilities consist of a $75 million revolving
credit facility due 2019 and a $390 million term loan due 2021.
The recovery rating on the proposed first-lien facilities is '3',
indicating S&P's expectation of meaningful recovery (50% to 70%)
in the event of a payment default.  The recovery rating on the
$170 million second-lien term loan due 2021 is '6', indicating
S&P's expectation of negligible (0% to 10%) recovery in the event
of payment default.

S&P's ratings reflect its assessment of Road Infrastructure's
financial risk profile as "highly leveraged" and business risk
profile as "fair."

"Pro forma for the refinancing transaction, we expect leverage
metrics to deteriorate but remain within the range required for
the rating for the next couple of years, given the company's
improved EBITDA, relative stability of earnings, and improved
liquidity position as the proposed revolver is almost twice the
size of the previous revolver," said Standard & Poor's credit
analyst Pranay Sonalkar.

The stable outlook reflects the company's favorable long-term
demand.  Standard & Poor's believes the recurring nature of its
revenues, along with a fair competitive position in most of its
product segments, will allow the company to generate sufficient
free cash flow to fund debt servicing requirements and maintain an
FFO to debt ratio of around 8%.


ROCKWELL MEDICAL: Incurs $8.3 Million Net Loss in 4th Quarter
-------------------------------------------------------------
Rockwell Medical, Inc., reported a net loss of $8.33 million on
$13.96 million of sales for the three months ended Dec. 31, 2013,
as compared with a net loss of $13.67 million on $12.99 million of
sales for the same period last year.

For the year ended Dec. 31, 2013, the Company incurred a net loss
of $48.78 million on $52.37 million of sales as compared with a
net loss of $54.02 million on $49.84 million of sales in 2012.

The Company's balance sheet at Dec. 31, 2013, showed $36.36
million in total assets, $35.76 million in total liabilities and
$595,539 in total shareholders' equity.

"We had a very productive and successful 2013," stated, Robert L.
Chioini, founder, chairman and CEO of Rockwell.  "We completed our
Triferic(R) Phase 3 pivotal study program and achieved outstanding
clinical efficacy and safety results.  We presented our compelling
clinical data to the nephrology community via the most prominent
conferences, including the PRIME study results showing Triferic
reduces ESA a notable 35% overall and 74% among hypo-responders.
We achieved all of our clinical milestones in 2013, and we are on
track to submit our New Drug Application for Triferic to the FDA
shortly.  Based upon exceptional clinical results, we believe
Triferic has high likelihood of gaining FDA approval and becoming
the standard-of-care for iron maintenance therapy for dialysis
patients."

Mr. Chioini further stated, "Our sales continue to grow, led by
our CitraPure concentrate product line.  We anticipate FDA
manufacturing approval for Calcitriol will occur shortly and upon
commercial launch we expect robust sales. Notably, R&D expense
decreased significantly in the fourth quarter and we expect a
similar decline quarterly through year-end 2014."

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

                        http://is.gd/3EKTA1

                          About Rockwell

Rockwell Medical, Inc. (Nasdaq: RMTI), headquartered in Wixom,
Michigan, is a fully-integrated biopharmaceutical company
targeting end-stage renal disease ("ESRD") and chronic kidney
disease ("CKD") with innovative products and services for the
treatment of iron deficiency, secondary hyperparathyroidism and
hemodialysis (also referred to as "HD" or "dialysis").

Rockwell's lead investigational drug is in late stage clinical
development for iron therapy treatment in CKD-HD patients.  It is
called Soluble Ferric Pyrophosphate ("SFP").  SFP delivers iron to
the bone marrow in a non-invasive, physiologic manner to
hemodialysis patients via dialysate during their regular dialysis
treatment.

In its report on the consolidated financial statements for the
year ended Dec. 31, 2012, Plante & Moran, PLLC, in Clinton
Township, Michigan, expressed substantial doubt about Rockwell
Medical's ability to continue as a going concern, citing the
Company's recurring losses from operations, negative working
capital, and insufficient liquidity.

The Company reported a net loss of $54.0 million on $49.8 million
of sales in 2012, compared with a net loss of $21.4 million on
$49.0 million of sales in 2011.

The Company's balance sheet at Sept. 30, 2013, showed $43.60
million in total assets, $37.50 million in total liabilities and
$6.10 million in total shareholders' equity.


RR DONNELLEY: Moody's Rates New $350MM Unsecured Notes 'Ba3'
------------------------------------------------------------
Moody's Investors Service rated RR Donnelley & Sons Company's (RR
Donnelley) new $350 million senior unsecured notes Ba3. RR
Donnelley's corporate family rating (CFR) and probability of
default ratings (PDR) remain unchanged at Ba2 and Ba2-PD,
respectively. Ratings of the company's senior secured credit
facility and senior unsecured notes also remain unchanged at Baa2
and Ba3, respectively, and RR Donnelley's speculative grade
liquidity rating remains unchanged at SGL-2 (good). The outlook
remains negative.

Proceeds from the new $350 million 10-year senior unsecured notes
will be used to fund like-sized tender offers repaying a
combination of RR Donnelley's 2018, 2019 and 2020 notes.
Accordingly, the new senior unsecured notes are rated at the same
Ba3 level as all of RR Donnelley's existing senior unsecured
notes.

The following summarizes the rating actions and RR Donnelley's
ratings:

Issuer: R.R. Donnelley & Sons Company

Assignments:

Senior Unsecured Regular Bond/Debenture, Assigned Ba3 (LGD4 - 65%)

Ratings/Outlook Actions:

Corporate Family Rating, unchanged at Ba2

Probability of Default Rating, unchanged at Ba2-PD

Speculative Grade Liquidity Rating, unchanged at SGL-2

Senior Secured Credit Facility, unchanged at Baa2 (LGD1, 6%)

Senior Unsecured Regular Bond/Debenture, unchanged at Ba3 (LGD4 -
65%)

Senior Unsecured Shelf, unchanged at (P)Ba3

Outlook, Unchanged at Negative

Ratings Rationale

RR Donnelley is weakly positioned at the Ba2 level because of
elevated leverage and very weak industry fundamentals evidenced by
stalled revenue growth. Given the implication that EBITDA growth
will also stagnate, management implemented more conservative Debt-
to-EBITDA policies, and the rating assumes significant debt
repayment as efforts to restore financial flexibility unfold.
Moody's expect management to apply virtually all of the company's
nearly $300 million of annual free cash flow (Moody's estimated)
towards debt reduction for the foreseeable future; the Ba2 CFR
rating assumes repayment of the $258 million maturity in April
2014. The rating continues to benefit from the company's resilient
cash flow profile; during the 2008/2009 recession, despite 2009
revenue being 15% less than in 2008 and despite a 34% EBITDA
decline, the company remained cash flow positive.

Rating Outlook

Given the potential of a change in management's de-leveraging
commitment as well as accelerating declines in the broadly-defined
commercial printing industry, the outlook is negative.

What Could Change the Rating - UP

Presuming stronger industry fundamentals and solid liquidity,
positive outlook or ratings actions could result from Moody's-
adjusted free cash flow-to-Debt (FCF/TD) to increasing on a
sustainable basis into the 10%-to- 15% range. At that level of
FCF, Moody's-adjusted Debt-to-EBITDA would likely be in the 3.0x-
to-3.5x range.

What Could Change the Rating - DOWN

Interruption of delivering towards 3.75x Moody's-adjusted Debt-to-
EBITDA by 2015 could result in a CFR downgrade, as would adverse
liquidity developments, a downwards revision in existing financial
guidance or a more than 2.5% decrease in annual organic revenue.

Corporate Profile

Headquartered in Chicago, Illinois, R.R. Donnelley & Sons Company
(RR Donnelley) is North America's largest commercial printing
company, with annual revenues of approximately $10.4 billion of
which 75% comes from North American operations while 25% is
international. RR Donnelley provides publishing, retail, variable
print and strategic services.

The principal methodology used in this rating was the Global
Publishing Industry 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.


RR DONNELLEY: S&P Assigns 'BB-' Rating to $350MM 10-Yr. Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned Chicago-based print
company R.R. Donnelley & Sons Co.'s proposed issuance of
$350 million 10-year notes a 'BB-' issue-level rating, with a
recovery rating of '4', indicating S&P's expectations for average
(30%-50%) recovery for bondholders in the event of a payment
default.

Leverage, pro forma for the transaction, will remain unchanged at
3.4x as Donnelley will use the proceeds from the issuance to
tender for various portions of the company's senior notes due in
2018, 2019, and 2020.

The ratings on Donnelley reflect S&P's assessment of its "weak"
business risk profile and "significant" financial risk profile.
Donnelley's traditional print operations are subject to long-term
structural decline, with volumes decreasing 1% to 2% and pricing
declining roughly 2% to 3% annually in S&P's view.  Donnelley has
sought to counter these trends by diversifying into service-
related businesses, but it remains unclear whether growth in these
businesses will offset the secular declines plaguing the
traditional printing businesses.  S&P expects that leverage will
remain about 3.4x through 2014 before slowly trending down toward
the company's stated leverage target of 2.25x to 2.75x.

RATINGS LIST

R.R. Donnelley & Sons Co.
Corporate Credit Rating     BB-/Stable/--

New Rating

R.R. Donnelley & Sons Co.
$350M 10-year notes         BB-
   Recovery Rating           4


SANCHEZ ENERGY: Moody's Hikes Corporate Family Rating to 'B2'
-------------------------------------------------------------
Moody's Investors Service upgraded Sanchez Energy Corporation's
Corporate Family Rating (CFR) to B2 from B3 and its senior
unsecured note rating to B3 from Caa1. Moody's also upgraded
Sanchez's Speculative Grade Liquidity Rating (SGL) to SGL-2 from
SGL-3. The rating outlook has been revised to stable from
positive.

"Sanchez has the asset base and the capital structure to sustain
its production level near 20,000 boe/day," said Sajjad Alam,
Moody's Analyst. "The company has executed its drilling operations
in line with our expectations and Moody's anticipate steady
organic growth in reserves, production and cash flows through
2015."

Issuer: Sanchez Energy Corporation

Upgrades:

Corporate Family Rating, Upgraded to B2 from B3

Probability of Default Rating, Upgraded to B2-PD from B3-PD

Senior Unsecured Rating, Upgraded to B3 (LGD4, 68%) from Caa1
(LGD4, 62%)

Speculative Grade Liquidity Rating, Upgraded to SGL2 from SGL-3

Outlook Actions:

Changed to Stable From Positive

Ratings Rationale

The B2 CFR is underpinned by Sanchez's oil-weighted asset base and
strong cash margins, meaningful leasehold acreage in one of the
largest and most active unconventional resource plays in the US,
improving operational performance notwithstanding its short
operating history, and visible production and reserves growth
trajectory. Sanchez's ratings are restrained by its small scale,
early stage and concentrated upstream operations in the Eagle Ford
Shale, high leverage in terms of average daily production and PD
reserves, and large anticipated capital spending program through
2015 that entails execution and funding risks and involves
significant drilling for lease retention.

Sanchez has good liquidity to cover its cash requirements through
early-2015 which is reflected in the SGL-2 rating. Given its
ambitious capital budget of $650-$700 million for 2014, the
company will have to rely on its revolving credit facility to
cover the projected funding gap in the range of $250-$300 million.
Sanchez has a $325 million committed revolving credit facility
(borrowing base $400 million), which was undrawn at December 31,
2013. Moody's expect the borrowing base to grow over time as the
company adds more reserves which should provide more liquidity
cushion. Substantially all of Sanchez's assets are pledged as
security under the credit facility, however, some of its Eagle
Ford acreage could be monetized if liquidity tightens.

Sanchez's $600 million senior unsecured notes are rated B3. The
senior secured borrowing base revolving credit facility has first-
lien claims to substantially all of Sanchez's assets. Given the
priority claim and relatively significant size of the secured
revolver in the capital structure, the unsecured notes are rated
one notch below the B2 CFR under Moody's Loss Given Default
Methodology.

The stable outlook reflects our expectation that Sanchez will fund
its capital program prudently and maintain sufficient liquidity.
In order to get upgraded to B1, Sanchez will need to show a
substantial growth in production and reserves. An upgrade could be
considered if Sanchez can sustain production in excess of 35,000
boe/day, hold the debt to average daily production ratio below
$35,000 per boe and maintain a RCF/debt ratio above 35%.
Accelerated capital spending leading to weak liquidity could
prompt a downgrade. A material increase in leverage could also
trigger a negative rating action; more specifically, if the debt
to average daily production ratio rises above $45,000 per boe, a
downgrade is likely.

The principal methodology used in this rating was the Global
Independent Exploration and Production Industry 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.

Sanchez Energy Corporation is an independent oil and gas
exploration and production company focused on the Eagle Ford Shale
in South Texas.


SANIBEL DIAMOND: City Can't Interfere in Liquidation Sale
---------------------------------------------------------
The City of Sanibel, Florida, must not interfere with a debtor's
efforts to conduct going out of business sales, a Florida
bankruptcy judge ruled Wednesday.

The Sanibel Diamond Store, LLC, which operates a retail jewelry
store in the City of Sanibel, in January obtained Court approval
to:

     -- enter into the sale promotion consulting agreement with
        the Silverman Consultants, LLC for the liquidation of its
        assets,
     -- conduct a liquidation sale, and
     -- establish procedures in connection with the sale

On Feb. 7, 2014, the Sanibel Police Department issued a "City
Ordinance Violation Notice to Appear" to a sign walker employed by
the Debtor to carry a sign on the corner of Periwinkle Way and
Palm Ridge Road in Sanibel.  The Citation asserted a violation of
section 106-131 of the Code of Ordinances of the City of Sanibel,
Florida.

On Feb. 20, 2014, the City filed a request to stay the Sale Order
pending appeal.

An evidentiary hearing was held Feb. 21.  The City argued that it
is a unique community within the State of Florida and the United
States and that the island on which the City is located is
sensitive to a variety of environmental and safety issues.

At the hearing, the Court afforded the City an opportunity to
introduce evidence as to its policies and procedures with respect
to the issuance of permits allowing the use of signs, the types of
signs that are allowed (or are not allowed) by the City, and the
health, safety, and environmental concerns implicated by the
Debtor's employment of a sign walker or usage of other signs.  The
City, however, did not call any witnesses or offer any other
evidence on these issues.

According to Bankruptcy Judge Caryl E. Delano, in the absence of
any such evidence, and in view of the fact that the City does
allow some commercial signage without requiring a permit, and of
the importance of the use of sign walkers, banners, and other
advertising to the Debtor's liquidation sale, the Court is
persuaded that reasonable signage is appropriate.

A copy of the Court's March 5, 2014 SUPPLEMENTAL FINDINGS OF FACT
AND CONCLUSIONS OF LAW is available at http://is.gd/GrsONLfrom
Leagle.com.

The Sanibel Diamond Store, LLC, filed for Chapter 11 bankruptcy
(Bankr. M.D. Fla. Case No. 13-15195) on Nov. 15, 2013, listing
under $1 million in both assets and debts.  A copy of the petition
is available at http://bankrupt.com/misc/flmb13-15195.pdf Joseph
Trunkett, Esq., at The Trunkett Law Group, LLC, represents the
Debtor.


SELECT MEDICAL: $110MM Notes Add-on No Impact on Moody's B1 CFR
---------------------------------------------------------------
Moody's Investors Service commented that Select Medical
Corporation's (a wholly owned subsidiary of Select Medical
Holdings Corporation, collectively Select) proposed offering of
$110 million of senior unsecured notes due 2021 is credit
negative. The add-on to the company's outstanding unsecured notes,
which will be used to fund a repurchase of shares from affiliates
of Welsh, Carson, Anderson & Stowe, will increase leverage and
interest costs. However, there is no change to the company's
ratings at this time, including the B1 Corporate Family Rating and
the B1-PD Probability of Default Rating. The company's instrument
ratings are also unchanged but the LGD loss estimates will be
revised to reflect the increase in the amount of unsecured debt in
the capital structure. The stable rating outlook is unchanged.

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.

Select Medical Corporation, headquartered in Mechanicsburg, PA,
provides long-term acute care hospital services and inpatient
acute rehabilitative care through its specialty hospital segment.
The company also provides physical, occupational, and speech
rehabilitation services through its outpatient rehabilitation
segment. Select Medical Corporation is a wholly owned subsidiary
of Select Medical Holdings Corporation. For the year ended
December 31, 2013, Select recognized net revenue in excess of $2.9
billion.


SELECT MEDICAL: S&P Retains 'B+' CCR Over $110MM Debt Add-On
------------------------------------------------------------
Standard & Poor's Ratings Services stated that its 'B+' corporate
credit rating on Select Medical Corp. remains unchanged following
the announced plans to issue a $110 million add-on to the
$600 million of 6.375% unsecured notes.  Proceeds will be used to
fund the repurchase of common shares from Welsh, Carson, Anderson
& Stowe IX, L.P.  S&P's 'BB-' issue-level rating and '2' recovery
rating on the company's term loans and its 'B-' issue-level rating
and '6' recovery rating on the unsecured notes are also
unaffected.

The additional debt has only a modest effect on credit metrics,
increasing leverage to 4.4x from 4.2x, and lowering the ratio of
funds from operations to debt to 13.9% from 14.6%, which is still
well within the range for an "aggressive" financial risk profile.

The 'B+' corporate credit rating reflects S&P's view that the
company's financial risk profile is "aggressive" and business risk
profile is "weak".  The aggressive financial risk profile reflects
leverage of about 4.4x, as well as S&P's expectation for the
company to maintain leverage in the 4x-5x range.  The weak
business risk profile reflects the company's relatively narrow
focus and exposure to reimbursement risk especially from
government payers.

RATINGS LIST

Select Medical Corp.
Corporate Credit Rating          B+/Stable/--
$710M 6.375% unsecured notes     B-
  Recovery rating                 6


SEVEN ARTS: Juan Navarro Reports 14.4% Equity Stake
---------------------------------------------------
In a Schedule 13D filed with the U.S. Securities and Exchange
Commission, Juan Soler Navarro disclosed that as of Jan. 23, 2014,
he beneficially owned 541,000 shares of common stock of Seven Arts
Entertainment, Inc., representing 14.46 percent of the shares
outstanding.  A copy of the regulatory filing is available for
free at http://is.gd/qFjEtz

                          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.


SHANGHAI CHAORI: In Default on Bond Interest Payments
-----------------------------------------------------
Lingling Wei, writing for The Wall Street Journal, reported that a
Chinese solar-equipment maker failed to meet interest payments on
a bond, according to a company official there, becoming China's
first domestic corporate bond default.

According to the report, Liu Tielong, board secretary of Shanghai
Chaori Solar Energy Science & Technology Co., said on March 7 that
it was in default.  The heavily indebted company had warned on
March 4 that it wouldn't be able to meet interest payments
totaling 89.8 million yuan (US$14.7 million), citing a credit
squeeze and its inability to raise enough funds to make the
interest payments.

The default, though small in size, marks the first time a Chinese
company has defaulted on a bond traded in the mainland, the report
said, citing Moody's Investors Service.

So far, the Chinese government and state-owned banks have largely
kept risky borrowers afloat by providing bailouts or debt
extensions, keeping borrowing costs low for companies with high
debt, the report related.

That has led many investors to flock to Chinese corporate bonds on
the belief they have an implicit guarantee, helping to fuel
growth, the report further related.  Total corporate bonds
outstanding rose more than tenfold to 8.7 trillion yuan at the end
of January from the end of 2007, allowing even weak borrowers to
tap funds at relatively low rates.

Lingling Wei, Dinny McMahon and Wayne Ma, in a separate article
for the Journal, reported that the first default in China's
corporate-bond market is unlikely to be the last as the failure by
Shangahi Chaori to make a bond-interest signals Beijing's
willingness to let some weak companies fall.  This move, according
to analysts and investors, could inject some discipline into a
swelling debt market long viewed as implicitly supported by the
government, the Journal said.


SINCLAIR BROADCAST: Reports $75.8 Million Net Income in 2013
------------------------------------------------------------
Sinclair Broadcast Group, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing net
income of $75.81 million on $1.36 billion of total revenues for
the year ended Dec. 31, 2013, as compared with net income of
$144.95 million on $1.06 billion of total revenues in 2012.

The Company's balance sheet at Dec. 31, 2013, showed $4.14 billion
in total assets, $3.74 billion in total liabilities and $405.70
million in total equity.

As of Dec. 31, 2013, the Company had $280.1 million in cash and
cash equivalent balances and net positive working capital of
approximately $354.5 million.  Cash generated by the Company's
operations and borrowing capacity under the Bank Credit Agreement
are used as the Company's primary sources of liquidity.

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

                        http://is.gd/PuqIgf

                      About Sinclair Broadcast

Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc.
(Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and
most diversified television broadcasting companies, currently owns
and operates, programs or provides sales services to 58 television
stations in 35 markets.  The Company's television group reaches
roughly 22 percent of U.S. television households and includes FOX,
ABC, CBS, NBC, MNT, and CW affiliates.

                           *     *     *

As reported by the TCR on Feb. 24, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on Sinclair to 'BB-'
from 'B+'.  The rating outlook is stable.  "The 'BB-' rating on
Sinclair reflects S&P's expectation that the company could keep
its lease-adjusted debt to EBITDA below historical levels
throughout the election cycle, absent a reversal of economic
growth, meaningful debt-financed acquisitions, or significant
shareholder-favoring measures," explained Standard & Poor's credit
analyst Deborah Kinzer.

In September 2010, Moody's raised its ratings for Sinclair
Broadcast and subsidiary Sinclair Television Group, including the
Corporate Family Rating and Probability-of-Default Rating, each to
Ba3 from B1, and the ratings for individual debt instruments.
Moody's also assigned a B2 (LGD 5, 87%) rating to the proposed
$250 million issuance of Senior Unsecured Notes due 2018 by STG.
The Speculative Grade Liquidity Rating remains unchanged at SGL-2.
The rating outlook is now stable.


SOLAR POWER: Director Jack Lai Quits
------------------------------------
Jack K. Lai resigned as director of Solar Power, Inc., effective
as of Feb. 21, 2014.

                         About Solar Power

Roseville, Cal.-based Solar Power, Inc., is a global solar
energy facility ("SEF") developer offering its own brand of high-
quality, low-cost distributed generation and utility-scale SEF
development services.  Primarily, the Company works directly with
and for developers around the world who hold large portfolios of
SEF projects for whom it serves as an engineering, procurement and
construction contractor.  The Company also performs as an
independent, turnkey SEF developer for one-off distributed
generation and utility-scale SEFs.

Solar Power disclosed a net loss of $25.42 million in 2012, as
compared with net income of $1.60 million in 2011.  The Company's
balance sheet at Sept. 30, 2013, showed $132.92 million in total
assets, $119.71 million in total liabilities and $13.20 million in
total stockholders' equity.

Crowe Horwath LLP, in San Francisco, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has incurred a current year net loss of $25.4
million, has an accumulated deficit of $23.8 million, has
experienced a significant reduction in working capital, has past
due related party accounts payable and material adverse change and
default clauses in certain debt facilities under which the banks
can declare amounts immediately due and payable.  Additionally,
the Company's parent company LDK Solar Co., Ltd, has experienced
financial difficulties, which among other items, has caused delays
in project financing.  These matters raise substantial doubt about
the Company's ability to continue as a going concern.


ST. FRANCIS' HOSPITAL: Asks Court to Determine Stake in Plan Funds
------------------------------------------------------------------
St. Francis' Hospital, Poughkeepsie, New York, et al., on Feb. 14,
2014, filed a complaint initiating an adversary proceeding under
the Bankruptcy Code and Section 457(b) of the Internal Revenue
Code to seek a declaratory judgment regarding whether funds held
in trust for the benefit of St. Francis' employees pursuant to a
Section 457(b) Eligible Deferred Compensation Plan for Non-
Governmental Tax-Exempt Employers are property of the bankruptcy
estate under 11 U.S.C. Sec. 541(b)(7).

St. Francis' Hospital has named as defendants in the complaint the
Official Committee of Unsecured Creditor, Manufacturers and
Traders Trust Company as Indenture Trustee, Wells Fargo Bank,
National Association, and several Plan beneficiaries.

The Debtor states that Section 541(b)(7) of the Bankruptcy Code
makes certain exclusions from the definition of property of a
debtor's estate. Specifically Section 541(b)(7) provides that:
Property of the estate does not include . . . any amount . . .
withheld by an employer from the wages of employees for payment as
contributions . . . to . . . a deferred compensation plan under
section 457 of the Internal Revenue Code of 1986 [or] . . .
received by an employer from employees for payment as
contributions . . . to . . . a deferred compensation plan under
Section 457 of the Internal Revenue Code of 1986.

The Debtor further stated that it entered into a 457(b) plan
effective July 1, 2003, as amended and restated on January 2,
2010. The 457(b) Plan was adopted by an adoption agreement.

The Debtor argues that pursuant to the terms of the 457(b) Plan,
"a participant may defer amounts of compensation (and income
earned on those deferrals) and avoid federal income taxation until
those amounts are paid or made available to the participant."

The Debtor further argues that the amounts held in trust by Wells
Fargo pursuant to the 457(b) Plan, Adoption Agreement, and the
Trust Agreement, are deferred compensation retirement funds
pursuant to Section 457(b) of the Internal Revenue Code. In
addition, the Debtor said it was the intention of Congress by
enacting the Bankruptcy Abuse Consumer Protection Act, which
included the exemption from property of the estate in Section
541(b)(7) for funds withheld by or received by an employer as part
of a Section 457(b) deferred compensation plan, that those
retirement assets be protected from the bankruptcy process.

The Debtor's complaint said Wells Fargo is currently holding
approximately $3.2 million in trust, pursuant to the Trust
Agreement and the 457(b) Plan.

Counsel to the Debtors are:

     NIXON PEABODY LLP
     Daniel W. Sklar, Esq.
     Lee Harrington, Esq.
     Christopher M. Desiderio, Esq.
     Morgan C. Nighan, Esq.
     437 Madison Avenue
     New York, NY 10022
     Telephone: (212) 940-3000
     Facsimile: (212) 940-3111

                   About St. Francis' Hospital

St. Francis' Hospital, Poughkeepsie, New York, and four affiliates
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
S.D.N.Y. Lead Case No. 13-37725) on Dec. 17, 2013.  The case is
assigned to Judge Cecelia G. Morris.

The Debtors are represented by Christopher M. Desiderio, Esq.,
Daniel W. Sklar, Esq., and Lee Harrington, Esq., at Nixon Peabody
LLP, in New York.  Their financial adviser is CohnReznick Advisory
Group; and the investment banker is Deloitte Corporate Finance
LLC.  BMC Group is the claims and notice agent.

The U.S. Trustee has appointed a five-member official committee of
unsecured creditors.  The Creditors' Committee tapped Alston &
Bird LLP as counsel, and CBIZ Accounting, Tax & Advisory of New
York, LLC, as financial advisor.

On Jan. 30, 2014, Barry Bliss of Gibbons, P.C., was named as
patient care ombudsman in the Debtors' cases.

St. Francis filed for bankruptcy to sell its 333-bed acute-care
facility, which was founded in 1914, for $24.2 million to Health
Quest Systems Inc., absent higher and better offers.  An auction
was slated for Feb. 13, 2014, if a rival offer is submitted.

St. Francis, however, canceled the auction and decided to accept a
higher and better bid from Westchester County Health Care
Corporation.  Under the deal with Westchester, the buyer will
assume certain liabilities, plus pay $3,500,000 in cash at closing
to cover the break-up fee of $1,000,000 and administrative costs
of $2,500,000.  The Westchester deal provides for the exchange of
bonds in the amount of $27,352,000 at 5.00%.  Westchester also
will loan or arrange for the loan of funds to retire the Debtors'
DIP facility up to a limit of $17,600,000, secured by the Accounts
Receivable.  Any DIP obligation in excess of $17,600,000 will be
paid by the estate.  Westchester also will provide a loan in the
amount of $250,000 as a "Final Payment" on Bonds to be used to
initially capitalize the liquidating trust of the Estate.

James P. Lagios, Esq., at Iseman, Cunningham, Riester & Hyde, LLP,
represents Health Quest Systems, Inc.


ST. FRANCIS' HOSPITAL: Seeks More Time to Decide on Leases
----------------------------------------------------------
St. Francis' Hospital, Poughkeepsie, New York and its affiliated
debtors moved under Sec. 365(d)(4) of the Bankruptcy Code for an
Order extending time to assume or reject unexpired leases of
nonresidential property, which expire on April 16, 2014, for an
additional 30 days through and including May 16, 2014.

The Debtors base their motion on Sec. 365(d)(4)(A) of the
Bankruptcy Code, which provides that: "[A]n unexpired lease of
nonresidential property under which the debtor is the lessee shall
be deemed rejected, and the trustee shall immediately surrender
that nonresidential real property to the lessor, if the trustee
does not assume or reject the unexpired lease by the earlier of
(i) the date that is 120 days after the date of the order for
relief; or (ii) the date of the entry of an order confirming a
plan." However, the Debtors argue that under Sec. 365(d)(4)(B)
"The court may extend the period determined under subparagraph
(A), prior to the expiration of the 120-day period, for 90 days on
the motion of the trustee of lessor for cause."

The Debtors further state that in the Southern District of New
York, there are certain factors that indicate "cause" exists to
extend the time to assume or reject unexpired leases.  The Debtors
assert that the factors are satisfied in this Chapter 11 case.
The Debtors state that unexpired leases are an integral part of
its business and as a result, they should be afforded sufficient
time to evaluate the leases.  Moreover, the Debtors state that if
they are not afforded additional time then they will be forced to
prematurely assume unexpired leases that may later prove to be
burdensome to the Debtors' business or in the alternative, be
forced to reject leases that would have benefited the Debtors'
estate.

                   About St. Francis' Hospital

St. Francis' Hospital, Poughkeepsie, New York, and four affiliates
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
S.D.N.Y. Lead Case No. 13-37725) on Dec. 17, 2013.  The case is
assigned to Judge Cecelia G. Morris.

The Debtors are represented by Christopher M. Desiderio, Esq.,
Daniel W. Sklar, Esq., and Lee Harrington, Esq., at Nixon Peabody
LLP, in New York.  Their financial adviser is CohnReznick Advisory
Group; and the investment banker is Deloitte Corporate Finance
LLC.  BMC Group is the claims and notice agent.

The U.S. Trustee has appointed a five-member official committee of
unsecured creditors.  The Creditors' Committee tapped Alston &
Bird LLP as counsel, and CBIZ Accounting, Tax & Advisory of New
York, LLC, as financial advisor.

On Jan. 30, 2014, Barry Bliss of Gibbons, P.C., was named as
patient care ombudsman in the Debtors' cases.

St. Francis filed for bankruptcy to sell its 333-bed acute-care
facility, which was founded in 1914, for $24.2 million to Health
Quest Systems Inc., absent higher and better offers.  An auction
was slated for Feb. 13, 2014, if a rival offer is submitted.

St. Francis, however, canceled the auction and decided to accept a
higher and better bid from Westchester County Health Care
Corporation.  Under the deal with Westchester, the buyer will
assume certain liabilities, plus pay $3,500,000 in cash at closing
to cover the break-up fee of $1,000,000 and administrative costs
of $2,500,000.  The Westchester deal provides for the exchange of
bonds in the amount of $27,352,000 at 5.00%.  Westchester also
will loan or arrange for the loan of funds to retire the Debtors'
DIP facility up to a limit of $17,600,000, secured by the Accounts
Receivable.  Any DIP obligation in excess of $17,600,000 will be
paid by the estate.  Westchester also will provide a loan in the
amount of $250,000 as a "Final Payment" on Bonds to be used to
initially capitalize the liquidating trust of the Estate.

James P. Lagios, Esq., at Iseman, Cunningham, Riester & Hyde, LLP,
represents Health Quest Systems, Inc.


STUDIO ONE: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Studio One of New York, Ltd.
        31 Baker Place
        Patchogue, NY 11772

Case No.: 14-70899

Chapter 11 Petition Date: March 7, 2014

Court: United States Bankruptcy Court
       Eastern District of New York (Central Islip)

Judge: Hon. Alan S Trust

Debtor's Counsel: Marc A Pergament, Esq.
                  WEINBERG GROSS & PERGAMENT LLP
                  400 Garden City Plaza
                  Garden City, NY 11530
                  Tel: (516) 877-2424
                  Email: mpergament@wgplaw.com

Total Assets: $1.56 million

Total Liabilities: $1.15 million

The petition was signed by Michael Bruemmer, president.

A list of the Debtor's four largest unsecured creditors is
available for free at http://bankrupt.com/misc/nyeb14-70899.pdf


SWJ MANAGEMENT: Section 341(a) Meeting Set on April 7
-----------------------------------------------------
A meeting of creditors in the bankruptcy case of SWJ Management
LLC, will be held on April 7, 2014, at 11:00 a.m. at J. Caleb
Boggs Federal Building, 844 King St., Room 5209, Wilmington,
Delaware.

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

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

SWJ Management, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. D. Del. Case No. 14-10460) on March 3, 2014.  The petition
was signed by Richard Annunziata as managing member.  The Debtor
estimated assets of at least $10 million and debts of at least $1
million.  Bruce J. Duke, LLC, serves as the Debtor's counsel.  The
Hon. Christopher S. Sontchi oversees the case.


TENET HEALTHCARE: Fitch Rates $600MM Sr. Unsecured Notes 'B-/RR5'
-----------------------------------------------------------------
Fitch Ratings has assigned a 'B-/RR5' rating to Tenet Healthcare
Corp.'s (Tenet) $600 million 5% senior unsecured notes due 2019.
Proceeds will be used to refinance outstanding debt and for
general corporate purposes.  The Rating Outlook is Stable.

The ratings apply to approximately $10.9 billion of debt as of
Dec. 31, 2013.

Key Rating Drivers:

-- During fourth-quarter 2013 Tenet acquired Vanguard Health
   Systems (VHS), a competing for-profit hospital operator, in an
   all-cash transaction valued at $4.3 billion.  The acquisition
   was entirely debt funded, resulting in pro forma leverage of
   5.7x.

-- Fitch views the purchase of Vanguard as strategically sound,
   because it will enhance the geographic scope of Tenet's
   portfolio of acute-care hospitals and add operational
   diversification through VHS' health plan business. The
   strategic rationale for consolidation in the hospital industry
   is encouraged by reforms favoring larger, integrated systems of
   care delivery, including the Affordable Care Act (ACA).

--The most important risks to Tenet's credit profile are the
  company's strained free cash flow (FCF) and industry lagging
  profitability.  VHS has several large ongoing capital expansion
  projects, the funding of which will further pressure cash flows
  in 2014-2015.

--Given Tenet's somewhat limited financial flexibility and the
  high degree of operating leverage inherent in the business model
  of a hospital company, persistently weak growth in organic
  patient utilization in the for-profit hospital sector is a
  concern.

VHS Acquisition Strategically Sound But Stresses Balance Sheet:
Tenet's fourth-quarter 2013 acquisition of VHS was entirely debt
financed.  The company issued $1.8 billion of secured notes and
$2.8 billion of unsecured notes.  This nearly exhausted its
capacity for additional debt secured on a pari passu basis to the
existing secured notes per the terms of the notes indentures.  It
also resulted in pro forma leverage of 5.7x and interest coverage
of 2.6x.

On a stand-alone basis, the financial profiles of both Tenet and
VHS were fairly weak relative compared to the industry peer group.
Both companies had high leverage, generated weakly positive or
negative FCF, and had industry-lagging EBITDA margins.  Weak
profitability was partly a business mix issue; Tenet's outpatient
operations were historically lacking, and VHS's health plans
pulled down overall profitability.  In addition to weak
profitability, cash generation was strained by high-cost debt and
aggressive capital spending.

Fitch thinks the additional scale and broader geographic footprint
resulting from the acquisition will aid the recent progress that
both companies were making in addressing headwinds to their
financial profiles.  Synergies are a time-proven component of
return on investment in hospital acquisitions, and the strategic
rationale for consolidation in the industry is further encouraged
by reforms favoring larger, integrated systems of care delivery,
including the Affordable Care Act (ACA).

Despite the apparent benefits, Fitch believes the integration of
VHS presents some risk to Tenet's credit profile.  The company is
forecasting that it will achieve $50 million to $100 million of
EBITDA growth due to realization of cost synergies in 2014.  Fitch
believes this is a reasonable number based on the size of the
business and the relatively lower operating margins of VHS.
However, Tenet does not have a track record of successfully
integrating hospital acquisitions; most of the company's recent
purchases have been of small outpatient assets.

Operating Trend in-line with Broader Industry:

Tenet's 2013 same-hospital operating results showed the headwinds
to patient volume exhibited across the industry, with inpatient
admissions down 2.3%.  Weak organic growth is expected to continue
in 2014; Tenet's public guidance for the year includes -2% to flat
growth in admissions.  Despite this challenging operating
environment, Fitch thinks Tenet's business profile includes
several opportunities to boost profitability and generate
sustainable growth in EBITDA.

The most important near-term drivers of improvement in the
operating profile include Tenet's recent investment in building
its outpatient capacity, the anticipated completion of some of the
large capital projects in VHS's construction schedule during 2014,
and growth of Tenet's Conifer Health Solutions business.  All of
these initiatives should contribute to sustainable growth in
EBITDA and higher operating margins.

Weak FCF Profile:
Tenet's liquidity profile is adequate aside from its persistently
negative FCF (equals cash from operations less capital
expenditures and dividends).  At Dec. 31, 2013, liquidity was
provided by $113 million of cash on hand and $406 million of
availability on the $1 billion capacity bank revolver.  Near- term
debt maturities include $474 million 9.25% unsecured notes
maturing in February 2015.  There is a springing maturity of the
credit facility to fourth-quarter 2014 unless the company
refinances $237 million of the unsecured notes maturing in 2015.
Tenet's limited financial flexibility, most particularly its
negative FCF profile, has been the major issue constraining the
company's ratings over the past several years.  The rate of cash
burn had been incrementally improving due to improving operating
margins and the refinancing of high-cost debt, but progress
reversed somewhat in 2013 when Tenet produced FCF of negative $102
million.  Negative FCF was partly the result of the VHS
acquisition, which contributed to higher cash outflows for
acquisition-related expenses, capital expenditures and interest
expense in fourth-quarter 2013.

Fitch expects Tenet to generate positive but thin FCF in 2014,
with an FCF margin below 1%.  VHS is committed to capital
investments in some of its recently acquired markets.  However,
the funding of these projects will support growth in EBITDA over
the longer term.  Some of the in-progress projects, including a
heart hospital in Detroit, MI and a general acute care hospital in
New Braunfels, TX are scheduled to open in 2014.  Fitch projects
annual run rate capital expenditures of about $900 million in 2014
through early 2015 to support this schedule of projects before the
level of spending moderates starting in mid-2015.

Rating Sensitivities:

Maintenance of the 'B' Issuer Default Rating (IDR) will require an
expectation of debt to EBITDA dropping to near 5.0x by mid-2015.
There could be a tolerance for higher leverage at the 'B' IDR (up
to 5.5x) assuming there is improvement in the FCF forecast
supported by stabilization of organic operating trends in Tenet's
largest hospital markets and the on-time and on-budget completion
of Vanguard's schedule of capital projects.

The Stable Rating Outlook reflects Fitch's belief that the 5.0x
leverage target is achievable, based mostly on EBITDA expansion
driven by organic growth in the business, as opposed to the
realization of synergies or the application of cash to debt
reduction.  Given Tenet's strained FCF, opportunities to pay down
debt are limited.  If the company chooses to fund share
repurchases with debt and delay deleveraging, it could result in a
downgrade of the ratings.  A positive rating action is unlikely
over the next two to three years.

Debt Issue Ratings:

Fitch currently rates Tenet as follows:

--IDR 'B';
--Senior secured credit facility and senior secured notes
'BB/RR1';
--Senior unsecured notes 'B-/RR5'.

The Recovery Ratings are based on a financial distress scenario
which assumes that value for Tenet's creditors will be maximized
as a going concern (rather than a liquidation scenario).  Fitch
estimates a post-default EBITDA for Tenet of $1.1 billion, which
is a 40% haircut to pro forma EBITDA of $1.8 billion considering
the contribution of VHS.  Fitch's post-default cash flow estimate
for companies in the hospital sector considers the structure of
the industry, including relatively stable and non-cyclical cash
flows, a high level of exposure to cuts in government payor
reimbursement that makes up 30-40% of revenues, offset by the
consideration that hospital care is a critical public service.

Fitch then applies a 7.0x multiple to post-default EBITDA,
resulting in a post-default enterprise value (EV) of $7.6 billion
for Tenet.  The multiple is based on observation of both recent
transactions/takeout and public market multiples in the healthcare
industry.  Fitch significantly haircuts the transaction/takeout
multiple assigned to healthcare providers since transactions in
this part of the healthcare industry tend to command lower
multiples.  The 7.0x multiple also considers recent trends in the
public equity market multiples for healthcare providers.

Fitch applies a waterfall analysis to the post-default EV based on
the relative claims of the debt in the capital structure.
Administrative claims are assumed to consume 10% of post-default
EV.  Fitch assumes that Tenet would draw $500 million or 50% of
the available capacity on the $1 billion revolver in a bankruptcy
scenario, and includes that amount in the claims waterfall.  The
revolver is collateralized by patient accounts receivable, and
Fitch assumes a reduction in the borrowing base in a distressed
scenario, limiting the amount Tenet can draw on the facility.

The 'BB/RR1' rating for Tenet's secured debt, which includes the
bank credit facility and the senior secured notes, reflects
Fitch's expectation of 100% recovery under a bankruptcy scenario.
The 'B-/RR5' rating on the unsecured notes reflects Fitch's
expectations of recovery of 21% of outstanding principal.  The
bank facility is assumed to be fully recovered before the secured
notes.  The bank facility is secured by a first-priority lien on
the patient accounts receivable of all of the borrower's wholly
owned hospital subsidiaries, while the secured notes are secured
by the capital stock of the operating subsidiaries, making the
notes structurally subordinate to the bank facility with respect
to the accounts receivable collateral.

Total debt of $10.9 billion at Dec. 31, 2013 consists primarily
of:

Senior unsecured notes:
-- $60 million due 2014;
-- $474 million due 2015;
-- $300 million due 2020;
-- $750 million due 2020;
-- $2.8 billion due 2022;
-- $430 million due 2031.

Senior secured notes:
-- $1.041 billion due 2018;
-- $1.8 billion due 2020;
-- $500 million due 2020;
-- $850 million due 2021
-- $1.05 billion due 2021.


TOBACCO SETTLEMENT: S&P Puts CCC+ Rating on CreditWatch Positive
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on two
classes of subordinate capital appreciation bonds (CABs) from
Tobacco Settlement Financing Corp.'s series 2007-1 on CreditWatch
with positive implications.

The CreditWatch placements on both classes of subordinate CABs
reflect the proposed increase in overcollateralization and the
transaction's structure, which allows the pledged collateral to be
paid directly to the CABs.  The additional tobacco settlement
revenue (TSR) provides for the coverage of debt service under a
series of stressed cash flow scenarios, including:

   -- A 5.25% decline in cigarette shipments in 2014 and 2015, and
      4.75% in 2016 and thereafter;

   -- Payment stoppages by certain participating manufacturers at
      various points over the transaction's term to reflect a
      Chapter 11 bankruptcy filing;

   -- A substantial increase in the market share of cigarette
      manufacturers that are nonparticipating manufacturers under
      a master settlement agreement; and

   -- A cigarette volume decline test intended to assess the
      transaction's ability to withstand annual declines steeper
      than historic averages in U.S. cigarette consumption.

All outstanding classes of this series were originally issued and
rated in 2007.  The original issuance is collateralized by 76.26%
of New Jersey's TSR.  Under the pledge agreements, Tobacco
Settlement Financing Corp. will pledge the remaining 23.74%
previously not pledged to series 2007-1 directly to the series
2007-1B (15.99%) and 2007-1C (7.75%) CABs beginning on July 1,
2016.

The CreditWatch placements reflect this additional pledge of TSRs
to the CABs.  The additional pledge of 23.74% enables the CABs to
pass S&P's 'A' category rating level stresses.  Once S&P confirms
that the pledge agreements have been executed as proposed, it will
resolve the CreditWatch placements.

RATINGS PLACED ON CREDITWATCH POSITIVE

Tobacco Settlement Financing Corp. (Series 2007-1)

Class               Rating                     Current amount
          To                     From             (mil. $)(i)
2007-1B   CCC+ (sf)/Watch Pos    CCC+ (sf)            184.729
2007-1C   CCC (sf)/Watch Pos     CCC (sf)              88.391

(i)Accreted value as of Dec. 1, 2013.


TOUSA INC: J Beck Wants Court to Specify Allocation of Interests
----------------------------------------------------------------
J Beck and Associates, Inc., as trustee of the TOUSA
Liquidation Trust, filed with the U.S. Bankruptcy Court for the
Southern District of Florida a motion for entry of an order
specifying the allocation of (i) Class 1B General Liquidation
Trust Interests, (ii) Class 1B Transeastern Liquidation Trust
Interests, (iii) Class 2 General Liquidation Trust Interests, and
(iv) Class 2 Transeastern Liquidation Trust Interests among the
first lien revolver lenders, the first lien term loan lenders and
the second lien term loan lenders for purposes of establishing the
registry of liquidation trust interests maintained by the
Liquidation Trustee.

The Liquidation Trustee seeks court order authorizing Citicorp as
first lien revolver agent, in its capacity as first priority
representative, to receive and make all future distributions of
the debtors' cash and the proceeds of liquidation trust assets
allocable to holders of allowed first lien revolver claims and
allowed first lien term loan claims.

The Liquidation Trustee also asks the Court to authorize Bracewell
& Giuliani LLP, counsel to the second lien term loan lenders, to
receive and make all future distributions of the debtors' cash and
the proceeds of liquidation trust assets allocable to holders of
allowed second lien term loan claims.

While the Plan expressly provides that distributions to the
lenders will be deemed complete upon delivery to the respective
agents under the applicable loan documents, the Plan also provides
that the lender liquidation trust interests will be issued
directly to each individual lender entitled to the interests.
Moreover, the liquidation trust agreement specifies that the
Liquidation Trustee will establish and maintain the registry in
accordance with applicable provisions of the Plan.

The Liquidation Trustee does not contest the requisite lenders'
request that any distributions allocable to holders of allowed
second lien term loan claims be delivered to Bracewell for further
distribution to holders of allowed second lien term loan claims;
provided, that the Court determines that distributions of the
Debtors' cash and the proceeds of the liquidation trust assets
made by the Liquidation Trustee to holders of allowed second lien
term loan claims will be deemed complete upon delivery of the
aggregate amount of each of the distributions to Bracewell, and
that upon the delivery, the liquidation trust and its advisors
will have no further liability related to the further distribution
by Bracewell of amounts to holders of allowed second lien term
loan claims.  Accordingly, the Liquidation Trustee requests that
the Court authorize the Liquidation Trustee to make all
distributions allocable to holders of the second lien term loan
claims to Bracewell.

                         About TOUSA Inc.

Headquartered in Hollywood, Florida, TOUSA, Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate
Chapter 11 protection on Jan. 29, 2008 (Bankr. S.D. Fla. Case
No. 08-10928).  Richard M. Cieri, Esq., M. Natasha Labovitz,
Esq., and Joshua A. Sussberg, Esq., at Kirkland & Ellis LLP, in
New York, N.Y.; and Paul S. Singerman, Esq., at Berger Singerman,
in Miami, Fla., represent the Debtors in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It estimated assets and
debts of $1 million to $10 million in its Chapter 11 petition.

Daniel H. Golden, Esq., and Philip C. Dublin, Esq., at Akin Gump
Strauss Hauer & Feld LLP, in New York, N.Y., represent the
creditors committee.

The unsecured creditors committee initially proposed a chapter 11
liquidating plan for Tousa.  However, the committee decided not to
pursue approval of its liquidation plan because of a pending
appeal of its fraudulent transfer action in the U.S. Court of
Appeals for the Eleventh Circuit.  In May 2012, the Court of
Appeals in Atlanta held that Tousa's bank lenders received
fraudulent transfers exceeding $400 million.

After mediation before Peter L. Borowitz, Tousa and the unsecured
creditors committee, MatlinPatterson Global Advisers and Monarch
Alternative Capital, as investment adviser to Monarch Master
Funding, collectively reached an agreement in principle on a
settlement proposal.  The proposal would form the foundation for a
joint bankruptcy-exit plan for the Debtors.

In May 2013, Tousa and the unsecured creditors committee filed a
proposed liquidating Chapter 11 plan.

On July 12, 2013, Tousa won court approval of a $67 million
settlement with several insurance companies allowing the Debtors
to proceed with an Aug. 1 hearing to confirm the plan.  The
dispute with the insurance companies involved the pre-bankruptcy
fraudulent transfers.  The insurance companies included Federal
Insurance Co., XL Specialty Insurance Co. and Zurich American
Insurance Co.

According to Bloomberg News, in settlement, the insurance
companies will pay $67 million, with $47.9 million going to
creditors of the Tousa companies that were forced to take on debt
improperly.  The first-lien lenders receive $7.66 million, while
second-lien lenders take home $11.5 million.  Some of the
insurance companies also pay $8.27 million of the directors' and
officers' defense costs.

Bloomberg relates Tousa's Chapter 11 plan has recoveries ranging
from 58 percent for senior noteholders to 5 percent for creditors
with general unsecured claims.  The plan was the result of the
decision from the appeals court in May 2012 finding banks received
fraudulent transfers exceeding $400 million.  The opinion
reinstated a ruling by U.S. Bankruptcy Judge John K. Olson which
had been set aside on the first appeal in federal district court.

The Court confirmed the Plan on August 6, 2013.


UMASS MEMORIAL: Moody's Lowers Rating to Ba1; Outlook Negative
--------------------------------------------------------------
Moody's Investors Service has downgraded UMass Memorial Health
Care's rating to Ba1. The outlook is negative. The actions
conclude the review for downgrade initiated on December 13, 2013.
The downgrade and negative outlook reflect ongoing core
operational challenges including declining admission volumes,
constrained revenue growth, the need for extensive expense
containment including layoffs, and a complex debt structure, with
bank and bond documents containing multiple financial covenants.

Summary Rating Rationale:

The Ba1 rating and negative outlook reflect the sharp decline in
operating performance in FY 2013 and the expectation of an
operating deficit and extremely thin operating cash flow in FY
2014, as well as the longer term fundamental challenges facing the
system and impeding a return to positive performance. Although the
new senior management team is implementing strategies to improve
performance, rapid progress will be challenging and the new team
faces headwinds, including a large unionized work force, ongoing
declines in total admissions, high Medicaid exposure, and need for
increased capital spending. The rating also reflects still modest
headroom under debt financial covenants and a complex debt
structure including cross default provisions between bank debt and
bonds.

The Ba1 rating benefits from the system's role as a large and
diversified health system serving central Massachusetts and the
Medical Center's important role as an academic medical center
affiliated with University of Massachusetts Medical School
(University of Massachusetts system rated Aa2/negative).

Challenges

  The system's operating performance and debt service coverage
  have steadily weakened over a multi-year period, with very thin
  operating cash flow in FY 2013 (2.5%). Moody's expect that a
  return to positive operations will take time and an operating
  deficit and thin cash flow margin are expected for FY 2014 (1.4%
  deficit and very thin 3.4% cash flow margin budgeted).

  The system's debt documents (bonds as well as bank debt) contain
  multiple financial covenants. Although bank documents have very
  recently been revised, the sheer number of financial covenants
  incorporated in these documents, the still modest amount of
  headroom under covenants, and the potential severity of the
  resulting remedies (acceleration of bank debt and bonds) are
  significant credit risks.

  The Medical Center has very high exposure to Medicaid (19.4%
  gross payer mix in FY 2013) and relies on the receipt of
  Supplemental Medicaid Funding which is appropriated by the
  Commonwealth annually ($45-$48 million net revenue received
  annually after adjusting for contractual obligations to the
  University of Massachusetts Medical School). Absent this
  funding, operating performance would be much weaker and in
  recent years the timing of receipt of the funding has been
  variable and resulted in depressed end-of-year liquidity for the
  system.

  A large unionized employee base places limitations on expense
  flexibility, and recent negotiations have resulted in agreements
  to increase nursing staffing ratios. In spring 2013 the Medical
  Center came close to but averted a nursing strike. The new
  contract with the nursing union extends through May 2015.

  The Medical Center is absorbing sizeable declines in patient
  volumes and a shift from inpatient to lower-reimbursed
  observation status. UMMMC experienced a 7% decline in inpatient
  admissions in FY 2013, and 15.6% decline during the first
  quarter of FY 2014 (compared to first quarter FY 2013).
  Admissions are significantly down year over year and much lower
  than budgeted for first quarter FY 2014.

  The system's comprehensive debt (which includes unfunded pension
  liability and operating leases) was $773 million in FY 2013,
  much higher than direct debt. Although the defined benefit
  pension plan is large and underfunded, the obligation was
  reduced significantly during FY 2013 as a result of union
  negotiations as well as an increased discount rate ($153 million
  liability in FY 2013, down from $337 million in FY 2012).

Strengths

  The system is large and diversified, including the academic
  medical center which serves as a safety net provider for central
  Massachusetts as well as several other community hospitals. The
  entire system had approximately $2.2 billion of operating
  revenue in FY 2013. Market share in the Worcester area remains
  dominant (61% combined volume market share for the Medical
  Center and member hospitals, as reported by management).

  The Medical Center maintains a close working relationship with
  the affiliated University of Massachusetts Medical School
  (University of Massachusetts System rated Aa2/negative). The
  medical school and the University campus of UMass Memorial (one
  of two main hospital sites of the Medical Center) are housed on
  the same campus in Worcester and share some physical space.

  The system has a relatively low amount of direct debt
  outstanding given its large size (direct debt-to-revenue of 20%
  and cash-to-debt of 130% at FYE 2013).

Outlook

The negative outlook reflects the forecasted very thin operating
cash flow in FY 2014 and ongoing significant negative pressure on
admissions during FY 2014. An inability to meet budgeted
improvement targets over the next year could result in further
downward rating pressure. The negative outlook also reflects the
multitude of financial covenants which must be met over the next
year under bank and bond documents.

What Could Change The Rating UP

Although a rating upgrade is unlikely near term, the outlook could
return to stable over the medium term if the system builds further
headroom under financial covenants and is able to achieve steady
improvement in operating cash flow and liquidity. The rating could
be upgraded longer term as a result of stabilization of patient
volumes and multi-year improvement in operating cash flow coupled
with balance sheet strengthening.

What Could Change The Rating DOWN

The outlook is negative, and the rating could be downgraded as a
result of an inability to return the system to positive operations
and much stronger operating cash flow. Other factors which could
contribute to a downgrade include declining liquidity,
discontinuation or substantial delay in receipt of Supplemental
Medicaid Funding from the Commonwealth, or breach of debt
covenants.

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


UNI-PIXEL INC: Incurs $15.2 Million Net Loss in 2013
----------------------------------------------------
Uni-Pixel, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$15.18 million on $5.08 million of revenue for the year ended
Dec. 31, 2013, as compared with a net loss of $9.01 million on
$76,154 of revenue in 2012.  The Company incurred a net loss of
$8.56 million in 2011.

The Company reported a net loss of $6.13 million on $11,409 of
revenue for the three months ended Dec. 31, 2013, as compared with
a net loss of $2.89 million on $2,030 of revenue for the same
period during the prior year.

The Company's balance sheet at Dec. 31, 2013, showed $55.29
million in total assets, $6.05 million in total liabilities and
$49.23 million in total shareholders' equity.

Cash and cash equivalents totalled $39.4 million at Dec. 31, 2013,
as compared to $13 million at Dec. 31, 2012.

"While we experienced a number of setbacks in 2013, including
management transitions and a delayed start to the roll-to-roll
manufacturing of our touch sensors, we exited the year in a
stronger position to complete and commercialize our manufacturing
process," said Bernard Marren interim co-CEO, interim co-president
and chairman of UniPixel.

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

                       http://is.gd/4vsxnT

                       About Uni-Pixel Inc.

The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL)
-- http://www.unipixel.com/-- is a production stage company
delivering its Clearly Superior(TM) Performance Engineered Films
to the Lighting & Display, Solar and Flexible Electronics market
segments.


UNIVERSAL UNDERSTANDING: Claims Bar Date Set for May 15
-------------------------------------------------------
In the Chapter 727 proceeding of UNIVERSAL UNDERSTANDING, INC.,
creditors have until May 15, 2014 to file proofs of claim to the
assignee in the case to receive any dividend.

Assignee Mark C. Healy, of Michael Moecker & Associates, can be
reached at 3613 North 29th Avenue, Hollywood, Florida 33020.

The Assignee is represented by:

          SMITH HULSEY & BUSEY
          James H. Post, Esq.
          Stephanie E. Ambs, Esq.
          Water Street, Suite 1800
          Jacksonville, Florida 32202
          Tel: (904) 359-7700
          Email: jpost@smithhulsey.com
                 sambs@smithhulsey.com
                 khettinger@smithhulsey.com
                 dadkins@smithhusley.com

The case, filed on Jan. 15, 2014, is In re: UNIVERSAL
UNDERSTANDING, INC., Assignor, To: MARK C. HEALY of MICHAEL E.
MOECKER & ASSOCIATES, INC., Assignee, pending IN THE CIRCUIT
COURT, FOURTH JUDICIAL CIRCUIT, IN AND FOR DUVAL COUNTY, FLORIDA
CASE NO: 16-2014-CA-000380 DIVISION: CV-G

Universal Understanding's place of business is at 225 Water
Street, Suite 1575, Jacksonville, Florida 32202.


USG CORP: Swings to $46 Million Net Income in 2013
--------------------------------------------------
USG Corporation filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing net income of
$46 million on $3.57 billion of net sales for the year ended
Dec. 31, 2013, as compared with a net loss of $125 million on
$3.22 billion of net sales for the year ended Dec. 31, 2012.

As of Dec. 31, 2013, the Company had $4.12 billion in total
assets, $3.45 billion in total liabilities and $662 million in
total stockholders' equity including noncontrolling interest.

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

                         http://is.gd/PPqmhS

                        About USG Corporation

Based in Chicago, Ill., USG Corporation -- http://www.usg.com/--
through its subsidiaries, manufactures and distributes building
materials producing a wide range of products for use in new
residential, new nonresidential and repair and remodel
construction, as well as products used in certain industrial
processes.

The company filed for Chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  When the Debtors filed for
protection from their creditors, they disclosed $3.252 billion in
assets and $2.739 billion in liabilities.  The Debtors emerged
from bankruptcy protection on June 20, 2006.

                            *     *     *

As reported by the TCR on Aug. 15, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on USG Corp. to 'B'
from 'B+'.

"The downgrade reflects our expectation that USG's operating
results and cash flow are likely to be strained over the next year
due to the ongoing depressed level of housing starts and still-
weak commercial construction activity," said Standard & Poor's
credit analyst Thomas Nadramia.  "It is now more likely, in
our view, that any meaningful recovery in housing starts may be
deferred until late 2012 or into 2013.  As a result, the risk that
USG's liquidity in the next 12 to 24 months will continue to erode
(and be less than we incorporated into our prior ratings) has
increased.  The ratings previously incorporated a greater
improvement in housing starts, which would have enabled USG to
reduce its negative operating cash flow in 2012 and achieve
breakeven cash flow or better by 2013."

As reported by the TCR on Oct. 30, 2013, Moody's Investors Service
upgraded USG Corp.'s Corporate Family Rating to B3 from Caa1.  The
upgrade reflects better than anticipated overall 3Q13 operating
performance.

In the Sept. 10, 2013, edition of the TCR, Fitch Ratings has
upgraded the ratings of USG Corporation, including the company's
Issuer Default Rating (IDR) to 'B' from 'B-'.  The upgrade
reflects USG's improving profitability and credit metrics this
year and the expectation that this trend continues through at
least 2014.


VICTORY ENERGY: Amends 2012 Annual Report to Add Exhibit
--------------------------------------------------------
Victory Energy Corporation amended its annual report on Form 10-K
for the year ended Dec. 31, 2012, originally filed with the U.S.
Securities and Exchange Commission on Nov. 12, 2013, solely to
file Exhibit 99.1 that was inadvertently omitted from the Form
10-K.  Exhibit 99.1 is the reserve report letter prepared by James
A. Nicholson as of Dec. 31, 2012, and dated Jan. 31, 2013.  A copy
of the Form 10-K/A is available for free at http://is.gd/CkEYvp

                        About Victory Energy

Austin, Texas-based Victory Energy Corporation is engaged in the
exploration, acquisition, development and exploitation of domestic
oil and gas properties.  Current operations are primarily located
onshore in Texas, New Mexico and Oklahoma.

Marcum, LLP, in Los Angeles, California, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has experienced recurring losses since its inception
and has an accumulated deficit.  These conditions raise
substantial doubt regarding the Company's ability to continue as a
going concern.

As reported by the TCR on Dec. 3, 2013, Victory Energy dismissed
Marcum LLP as the Company's independent registered public
accounting firm and engaged Weaver and Tidwell, L.L.P., as
replacement.


VICTORY ENERGY: Files Q1, Q2 and Q3 2013 Forms 10-Q
---------------------------------------------------
Victory Energy Corporation filed with the U.S. Securities and
Exchange Commission its quarterly reports for the periods ended
March 31, 2013, June 30, 2013, and Sept. 30, 2013.

For the three months ended March 31, 2013, the Company reported a
net loss of $453,354 on $93,768 of revenue.  For the six months
ended June 30, 2013, the Company reported a net loss of $838,386
on $255,678 of revenue.  The Company incurred a net loss of $1.21
million on $500,526 of revenue for the nine months ended Sept. 30,
2013.

As of Sept. 30, 2013, the Company had $3.14 million in total
assets, $686,351 in total liabilities and $2.45 million in total
stockholders' equity.

A copy of the Quarterly Reports are available for free at:

                        http://is.gd/ElKm6s
                        http://is.gd/SOkbVw
                        http://is.gd/2LOA7a

                       About Victory Energy

Austin, Texas-based Victory Energy Corporation is engaged in the
exploration, acquisition, development and exploitation of domestic
oil and gas properties.  Current operations are primarily located
onshore in Texas, New Mexico and Oklahoma.

Marcum, LLP, in Los Angeles, California, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has experienced recurring losses since its inception
and has an accumulated deficit.  These conditions raise
substantial doubt regarding the Company's ability to continue as a
going concern.

As reported by the TCR on Dec. 3, 2013, Victory Energy Corporation
dismissed Marcum LLP as the Company's independent registered
public accounting firm and engaged Weaver and Tidwell, L.L.P., as
the Company's independent registered accounting firm.


VICTORY ENERGY: Gets $36MM of Bank and Private Placement Funding
----------------------------------------------------------------
Victory Energy Corporation has obtained $36.4 million of bank and
private-placement funding through its interest in Aurora Energy
Partners.  The Company, as controlling manager of Aurora, plans to
utilize a $26.4 million credit facility from Texas Capital Bank
and additional capital of up to $10 million being raised by
Navitus Energy Group (Victory's partner in Aurora), to help it
rapidly grow the company through acquisitions and property
development.  The funding round represents a seven times multiple
to the current $5 million market value of the company.

"We are tremendously excited to have a bank like Texas Capital
recognize the strength of our management team and the value of our
growing portfolio of Permian Basin assets.  This funding round is
a validation of our business model and will significantly
accelerate our growth.  Over the past year we've grown our proved
reserves by 85% and by utilizing this current funding round to
acquire proved, producing assets, we anticipate a significant
acceleration in reserve growth.  As we grow, we will continue to
focus on creating shareholder value by rapidly growing
unconventional oil, and liquids-rich natural gas reserves on
existing properties and through the acquisition of new resource
properties.  We expect that our Permian Basin focus will offer
better than 20% rates of return (ROR) on investment capital and
break-even points below $65 per barrel of oil.  This focus on
returns is achieved by targeting the predictable resources plays,
favorable operating environment, and consistent reservoir quality
across multiple target horizons, and high drilling success rates
of the Permian Basin of Texas," said Kenny Hill, CEO of Victory.

Victory is headquartered in Austin, Texas, with additional
technical and specialized resources located in Midland, Texas.

The Company, as controlling manager of Aurora, acquired $26.4
million of the financing through Aurora's credit facility with
Texas Capital Bank (Dallas) and expects to acquire an additional
$10 million from an existing relationship with Navitus Energy
Group (Austin).  Texas Capital bank provides funding to hundreds
of leading independent oil and gas companies and has over $10.8
billion in total assets.  Navitus Energy Group is a private
partnership made-up of over 100 individual sophisticated investors
that have provided funding to the company directly and through a
private placement that began in October 2012.  The company also
continues to benefit from a funding relationship with Visionary
Private Equity Group of Springfield, Missouri.

Additional information is available for free at:

                        http://is.gd/yJce9O

                        About Victory Energy

Austin, Texas-based Victory Energy Corporation is engaged in the
exploration, acquisition, development and exploitation of domestic
oil and gas properties.  Current operations are primarily located
onshore in Texas, New Mexico and Oklahoma.

The Company's balance sheet at Sept. 30, 2013, showed $1.85
million in total assets, $313,114 in total liabilities and $1.54
million in total stockholders' equity.

Marcum, LLP, in Los Angeles, California, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has experienced recurring losses since its inception
and has an accumulated deficit.  These conditions raise
substantial doubt regarding the Company's ability to continue as a
going concern.


WESTERN NEVADA: Court Okays Sale of Accounts to Capital Asset
-------------------------------------------------------------
The Hon. Laurel E. Davis of the U.S. Bankruptcy Court for the
District of Nevada authorized Western Funding Incorporated, nka
WFI Debtor, and its debtor-affiliates to sell to Capital Asset
Recover, LLC, certain bankruptcy accounts, free and clear of
liens, claims, encumbrances and other interests.

The Court has approved the final purchase agreement for the
accounts, allowing the Debtors to sell all of their rights, titles
and interests in the contracts and the related contract assets for
$178,664.07.

A copy of the sale and purchase agreement is available for free
at http://bankrupt.com/misc/WESTERNFUNDINGsaleorder.pdf

On Jan. 24, 2014, the Court entered an order granting, in part,
the Debtors' motion for authorization and approval of the sale of
certain excluded retail accounts to Meadowlark Financial, LLC.

                    About Western Funding Inc.

Las Vegas car-loan maker Western Funding Inc. filed for Chapter 11
bankruptcy protection (Bankr. D. Nev. Case No. 13-17588) on
Sept. 4, 2013, after its own lender said the company broke
borrowing promises made last year.  Matthew C. Zirzow, Esq., at
Larson & Zirzow, LLC, in Las Vegas, Nevada, represents the Debtor.
Jeanette E. McPherson, Esq., at Schwartzer & McPherson Law Firm
represents the Official Committee of Unsecured Creditors.

In its schedules, Western Funding disclosed $48,513,558 in total
assets and $44,443,913 in total liabilities.

Western Funding is jointly administered with Western Funding Inc.
of Nevada, and Global Track GPS, LLC.  Western Funding Inc. is the
lead case.

As reported by the TCR on Nov. 22, 2013, the Debtors filed a
proposed Chapter 11 plan that contemplates the transfer of equity
interests to Carfinco Financial Group, Inc., absent higher and
better offers at a court-sanctioned auction.

The TCR reported on Feb 21, 2014, that the Court authorized the
Debtors to change their corporate names and modify the case
caption.  In accordance with the order dated Jan. 6, 2014,
authorizing the sale of substantially all of the Debtors'
operating assets, the Debtors' name will be changed to:

    Western Funding Incorporated          WFI Debtor
    Western Funding Inc. of Nevada        WFN Debtor
    Global Track GPS, LLC                 GT Debtor


WESTERN NEVADA: Panel's Motion to Appoint Ch 11 Trustee Denied
--------------------------------------------------------------
The Hon. Laurel E. Davis of the U.S. Bankruptcy Court for the
District of Nevada has denied the motion of the U.S. Trustee and
the Official Committee of Unsecured Creditors to appoint a Chapter
11 trustee for Western Funding Incorporated, nka WFI Debtor, and
its debtor-affiliates.

As reported by the Troubled Company Reporter on Jan. 30, 2014, the
Committee and the U.S. Trustee asked the Court to order the
appointment a Chapter 11 trustee to replace the management of the
Debtors.

Carfinco Financial Group, Inc., and Carfinco WFI Inc., and the
Debtors filed on Jan. 22, 2014, objections to the appointment of a
Chapter 11 trustee.  According to the Debtors, the Committee
raised a "laundry list" of many arguments that it has previously
raised in these cases -- nearly all of which without success, as
well as additional arguments that are incorrect, unsupported by
evidence, are clearly resolvable short of the extraordinary remedy
of the appointment of a Chapter 11 trustee, and can be handled by
way of the liquidating plan already in prospect.

On Jan. 23, 2014, the Committee responded to the objections,
stating that Carfinco admittedly took no position on whether a
trustee should be appointed.  According to the Committee, Carfinco
had no standing.  Carfinco expended attorneys' fees to file a
pleading to put forth its arguments regarding its conduct, and
argued that it had standing because it would be 'impacted and
injured significantly if the allegations of the Committee are not
clarified or corrected.'  Carfinco alleged that it could be harmed
because it is a public company and its reputation could be harmed.
The Committee argued that its motion to have a trustee appointed
had no impact on Carfinco, and that the Court's disposition of the
motion would not make any determinations with regard to the
conduct of Carfinco.

The Committee stated that the Debtors' counsel was aware, no later
than Dec. 23, 2013, that the Committee supported the U.S.
Trustee's motion to have a trustee appointed.  On Dec. 23, 2013,
the Debtors' professionals requested an immediate conference call
with the Committee counsel and during that call they expressed
their "dire" and pressing concerns regarding the ability for them
to be paid for their services since the use of cash collateral
would end shortly and since there was a pending motion of the U.S.
Trustee to have a Chapter 11 trustee appointed.  The Committee
counsel requested that the Debtors provide a budget to the
Committee so that the Committee could evaluate their expenses as
compared to having a Chapter 11 Trustee in place.  The Committee
said that it made this request having clearly and unequivocally
informed the Debtors that the Committee didn't believe that the
Coopers (CEO Frederick Cooper and COO Katherine Cooper) should
remain in control of the Debtors.  Despite repeated requests for
the budget by the Committee, no budget was received.

Carfinco is represented by:

      Brett A. Axelrod, Esq.
      Micaela Rustia Moore, Esq.
      Fox Rothschild LLP
      3800 Howard Hughes Parkway, Suites 500
      Las Vegas, Nevada 89169

               and

      Alison D. Bauer, Esq.
      Torys LLP
      1114 Avenue of the Americas, 23rd Floor
      New York, NY 10036-7703

                    About Western Funding Inc.

Las Vegas car-loan maker Western Funding Inc. filed for Chapter 11
bankruptcy protection (Bankr. D. Nev. Case No. 13-17588) on
Sept. 4, 2013, after its own lender said the company broke
borrowing promises made last year.  Matthew C. Zirzow, Esq., at
Larson & Zirzow, LLC, in Las Vegas, Nevada, represents the Debtor.
Jeanette E. McPherson, Esq., at Schwartzer & McPherson Law Firm
represents the Official Committee of Unsecured Creditors.

In its schedules, Western Funding disclosed $48,513,558 in total
assets and $44,443,913 in total liabilities.

Western Funding is jointly administered with Western Funding Inc.
of Nevada, and Global Track GPS, LLC.  Western Funding Inc. is the
lead case.

As reported by the TCR on Nov. 22, 2013, the Debtors filed a
proposed Chapter 11 plan that contemplates the transfer of equity
interests to Carfinco Financial Group, Inc., absent higher and
better offers at a court-sanctioned auction.

The TCR reported on Feb 21, 2014, that the Court authorized the
Debtors to change their corporate names and modify the case
caption.  In accordance with the order dated Jan. 6, 2014,
authorizing the sale of substantially all of the Debtors'
operating assets, the Debtors' name will be changed to:

    Western Funding Incorporated          WFI Debtor
    Western Funding Inc. of Nevada        WFN Debtor
    Global Track GPS, LLC                 GT Debtor


WESTLUND ENGINEERING: Case Summary & 17 Top Unsecured Creditors
---------------------------------------------------------------
Debtor: Westlund Engineering, Inc.
           fka W&W Engineering Company, Inc.
        12400 - 44th Street N.
        Clearwater, FL 33762

Case No.: 14-02501

Chapter 11 Petition Date: March 7, 2014

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

Debtor's Counsel: Buddy D. Ford, Esq.
                  BUDDY D. FORD, P.A.
                  115 N. MacDill Avenue
                  Tampa, FL 33609-1521
                  Tel: 813-877-4669
                  Fax: 813-877-5543
                  Email: Buddy@tampaesq.com

Total Assets: $584,920

Total Liabilities: $1.32 million

The petition was signed by Paul O. Wright, president.
A list of the Debtor's 17 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flmb14-2501.pdf


YORK NEVADA: Old Republic to Auction Valley View Asset on March 17
------------------------------------------------------------------
Old Republic Default Management Services, a division of Old
Republic National Title Insurance Company, as trustee, will be
holding a public auction on March 17, 2014, at 10:00 a.m., to sell
a real property located in Clark County, Nevada, described as
Lot 1 of the Final Map of Valley View Business Center - Phase IV.

The sale will be made to pay the remaining principal sum of the
note acquired by borrower York Nevada Management South, LLC II,
and secured by a Deed of Trust, in the amount of $9,046,318.19,
with interest and late charges.

The auction will be held at the front entrance to the Nevada Legal
News located at 930 So. Fourth St., Las Vegas, NV 89101.

The sale includes all structures erected or located on the Real
Property.  Address of the asset to be sold is 6555 South Valley
View Boulevard Las Vegas, NV 89118.

For more information on the auction, contact:

     Linda Mayes
     Commercial Trustee Sale Officer
     Old Republic National Default Management
     500 City Parkway West, Suite 200
     Orange, CA 92868
     Tel No.: (714)-573-1965


YRC WORLDWIDE: Grants 76,666 Stock Awards to Executives
-------------------------------------------------------
The Compensation Committee of the Board of Directors of YRC
Worldwide Inc. approved, and YRCW granted, one-time restricted
stock awards in recognition of certain executives' efforts in
connection with the refinancing transactions the Company completed
in early 2014, including a series of private placements of:

    (a) equity securities for an aggregate purchase price of $250
        million in cash; and

    (b) equity securities exchanged or converted for outstanding
        10 percent Series B Convertible Senior Secured Notes due
        2015 in an aggregate principal amount of approximately
        $50.6 million, plus, in the case of exchanged Series B
        Notes, accrued and unpaid interest thereon; entry into the
        Second Amended and Restated Contribution Deferral
        Agreement, which included the extension of the maturity of
        deferred pension payments and deferred interest under the
        previously effective Amended and Restated Contribution
        Deferral Agreement from March 31, 2015, to Dec. 31, 2019;
        and entry into a new $450 million asset-based loan
        facility and a new $700 million term loan facility, the
        proceeds of which were used to repay the previously-
        existing ABL facility and term loan facility.

Mr. James Welch received 33,333 shares, Mr. Jamie Pierson received
33,333 shares and Ms. Michelle Friel received 10,000 shares as
one-time awards.  In each case, the awards vest 50 percent
immediately and 50 percent one year from the date of grant.

                YRC Freight President Appoinment

Effective Feb. 27, 2014, Darren D. Hawkins, age 44, was appointed
president of YRC Freight.  He will report directly to James L.
Welch, chief executive officer of YRCW, who served as president of
YRC Freight from September 2013 until Feb. 27, 2014.

Mr. Hawkins has more than 24 years of experience in the national
LTL industry, including over 20 years with the Company.  Mr.
Hawkins has served in various positions with the Company, most
recently as senior vice president of Sales and Marketing for YRC
Freight.  Prior to holding this position, Mr. Hawkins served as
Director of Operations (December 2011-January 2013) and Director
of Sales (January 2009-December 2011) for Con-Way Freight, a
subsidiary of Con-Way, Inc.

On March 2, 2014, YRCW received a copy of the resignation letter
from Harry J. Wilson to the International Brotherhood of Teamsters
indicating his intention to resign from the Board effective
immediately.  Mr. Wilson has served since July 2011 as a Series A
Director appointed to the Board by the IBT.  Mr. Wilson has
advised YRCW that his decision to resign was based solely on his
conclusion that, with the recent refinancing complete and the
Company on more stable financial footing, his role on the board is
complete and that he believed it was time for the IBT to
transition his seat to an appointee with industry or labor
expertise who can assist the Company in its next phase of growth.
He further indicated he has no disagreements with the Board or
management on any matter relating to the Company's operations,
policies or practices.

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that offers
its customers a wide range of transportation services.  These
services include global, national and regional transportation as
well as logistics.

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $136.5 million on $4.85 billion of operating revenue, as
compared with a net loss of $354.4 million on $4.86 billion of
operating revenue during the prior year.  As of Sept. 30, 2013,
the Company had $2.13 billion in total assets, $2.79 billion in
total liabilities and a $665.8 million total shareholders'
deficit.

                            *    *    *

As reported by the TCR on Feb. 18, 2014, Moody's Investors Service
has upgraded the Corporate Family Rating for YRC Worldwide Inc.
("YRCW") from Caa3 to B3, following the successful closing of its
refinancing transactions.

In the Jan. 31, 2014, edition of the TCR, Standard & Poor's
Ratings Services said that it raised its ratings on Overland Park,
Kansas-based less-than-truckload (LTL) trucker YRC Worldwide Inc.
(YRCW), including the corporate credit rating to 'CCC+' from
'CCC', and removed them from CreditWatch negative, where they were
placed on Jan. 10, 2014.  "The upgrades reflect YRCW's improved
liquidity position and minimal debt maturities as a result of its
proposed refinancing," said Standard & Poor's credit analyst Anita
Ogbara.


* Puerto Rico Bank Hires Restructuring Expert
---------------------------------------------
Reuters reported that Puerto Rico's Government Development Bank
has hired a restructuring expert to evaluate potential funding
sources and financial proposals for the bank and commonwealth, it
said on March 4, less than a week before the commonwealth's
expected multi-billion dollar municipal bond offering.

According to the report, the GDB, which acts as the territory's
central bank, said the hiring of Millco Advisors LP, a Washington,
D.C.-based affiliate of Millstein & Co LP, should not raise fears
of default.

"We can say clearly, we have not hired anyone to advise on
restructuring. Millco is simply acting as a financial adviser and
has been very helpful with various aspects of the fiscal plan,"
Reuters said, citing GDB spokeswoman Betsy Nazario.

Still, the news is expected to roil a U.S. municipal bond market
that has been growing increasingly anxious about the island's
financial deterioration, the report related.  As a territory,
Puerto Rico cannot file for protection under Chapter 9 of the
bankruptcy code. But the commonwealth said in a draft statement
for the bond sale that the GDB is investigating measures akin to a
bankruptcy filing.

"I don't see how this helps demand in any way," said Robert
Donahue, managing director of Municipal Market Advisers, adding
Puerto Rico should have made the announcement weeks ago, the
report further related. "It seems like a bad idea to disclose this
right before a huge deal, especially given Millstein's
background."


* Fitch Says Possible Restaurant Bankruptcies Show Challenges
-------------------------------------------------------------
Two potential bankruptcies are a warning sign of financial
distress among restaurant chains, according to Fitch Ratings.  "We
do not view them as portending a widespread increase in
bankruptcies of U.S. restaurants but a reflection of difficulties
faced by brands that have lost their competitive position and
relevancy with consumers," Fitch said.

Quizno's and Sbarro, LLC, two privately held mid-sized restaurant
chains struggling to grow sales for years, are reportedly in the
process of preparing bankruptcy filings.  The total debt involved
in these potential restructurings is approximately $570 million
for Quizno's and $140 million for Sbarro.

The Quizno's and Sbarro situations reflect the difficulties faced
by brands that have lost their competitive position and relevancy
with consumers.  In the case of Quizno's, it also underscores
highly levered restaurant chains with a dysfunctional franchise
system.

At the end of 2012, nearly 100% of Quizno's 1,912 units and 30% of
Sbarro's 591 units in the U.S. were franchised, according to
Nation's Restaurant News.  Both firms have experienced consecutive
years of net restaurant closures and have lost market share to
competitors including Subway, Jimmy John, Gourmet Sandwiches,
Little Caesars, and Papa John's.

According to several news reports, Sbarro is supposedly
negotiating a prepackaged bankruptcy plan of reorganization with
lenders and could file for bankruptcy within several days.  This
would mark a second trip to bankruptcy court for the chain.  Its
first Chapter 11 filing occurred in April 2011 as a result of
rising food costs and a slowdown in consumer spending and mall
traffic.  Fitch believes a levered balance sheet, continuing slow
economic growth, and a shift in consumer shopping habits (which is
reducing mall traffic) are likely culprits behind Sbarro's
potential Chapter 22 filing.

In its prior bankruptcy reorganization, Sbarro reduced total debt
to approximately $130 million from $368 million.  First lien
lenders recovered 70 cents on the dollar in the form of a new exit
loan facility and 100% of the new common stock.  The claims of
second lien lenders and unsecured note holders received 0%
recovery as the first lien creditors took the whole pie.  Proposed
creditor recoveries in the plan now under negotiation are not yet
available.

A repeated theme of restaurant chain bankruptcies is companies
using the process to reject or restructure burdensome operating
leases to reduce expenses while being protected from creditors.
Restaurants often take the opportunity to close unprofitable
locations and typically emerge as smaller chains.  Restaurants
also try to improve profitability in bankruptcy through the sale
or licensing of trademarks and other intellectual property.


* Patton Boggs Engages Former Dewey Restructuring Adviser
---------------------------------------------------------
Casey Sullivan and Nick Brown, writing for Reuters, reported that
beleaguered Washington D.C. law and lobbying firm Patton Boggs is
working with restructuring lawyers as it deals with waning revenue
and continues to discuss a merger with a larger law firm,
according to people familiar with the matter.

Al Togut, the bankruptcy and restructuring lawyer who advised the
law firm Dewey & LeBoeuf before its collapse in 2012, and through
its subsequent Chapter 11, has been consulted by the 400-lawyer
Patton Boggs, Reuters said, citing two of the sources who declined
to be named because the matter is not public.

One of the sources said Togut has been formally retained, the
report added.  Togut could not be reached for comment.

Patton Boggs managing partner Edward Newberry did not confirm or
deny the hiring of Togut, the report noted.  He said in an email
that Reuters was "barking up the wrong tree" by asking about the
matter.

"The suggestion that bankruptcy is an issue is so far from the
mark as to be laughable," he said without giving any further
details, the report cited Mr. Newberry as saying.


* BOND PRICING -- For Week From March 3 to 7, 2014
--------------------------------------------------

  Company               Ticker  Coupon  Bid Price Maturity Date
  -------               ------  ------  --------- -------------
AES Eastern Energy LP   AES          9      1.75       1/2/2017
AES Eastern Energy LP   AES       9.67     4.125       1/2/2029
AGY Holding Corp        AGYH        11     97.25     11/15/2014
Alion Science &
  Technology Corp       ALISCI   10.25        73       2/1/2015
Altegrity Inc           USINV    11.75      63.5       5/1/2016
Anixter Inc             AXE         10    101.25      3/15/2014
Brookstone Co Inc       BKST        13        49     10/15/2014
Brookstone Co Inc       BKST        13     52.75     10/15/2014
Buffalo Thunder
  Development
  Authority             BUFLO    9.375    39.125     12/15/2014
Cengage Learning
  Acquisitions Inc      TLACQ     10.5      29.5      1/15/2015
Cengage Learning
  Acquisitions Inc      TLACQ       12      25.5      6/30/2019
Cengage Learning
  Acquisitions Inc      TLACQ     10.5      29.5      1/15/2015
Cengage Learning
  Acquisitions Inc      TLACQ    13.25     1.375      7/15/2015
Cengage Learning
  Acquisitions Inc      TLACQ    13.25     1.375      7/15/2015
Cengage Learning
  Holdco Inc            TLACQ    13.75     1.375      7/15/2015
Champion
  Enterprises Inc       CHB       2.75     0.375      11/1/2037
Energy Conversion
  Devices Inc           ENER         3     7.875      6/15/2013
Energy Future
  Competitive
  Holdings Co LLC       TXU      8.175       9.4      1/30/2037
Energy Future
  Holdings Corp         TXU       5.55    32.587     11/15/2014
FiberTower Corp         FTWR         9     0.625       1/1/2016
GMX Resources Inc       GMXR         9     1.125       3/2/2018
JPMorgan Chase Bank NA  JPM          6    78.962      8/19/2014
James River Coal Co     JRCC     7.875    18.469       4/1/2019
James River Coal Co     JRCC       4.5      11.5      12/1/2015
James River Coal Co     JRCC        10     17.25       6/1/2018
James River Coal Co     JRCC     3.125     11.75      3/15/2018
James River Coal Co     JRCC        10      18.5       6/1/2018
LBI Media Inc           LBIMED     8.5        30       8/1/2017
Lehman Brothers
  Holdings Inc          LEH          1     20.25      8/17/2014
Lehman Brothers
  Holdings Inc          LEH          1     20.25      8/17/2014
MF Global Holdings Ltd  MF       1.875        54       2/1/2016
MModal Inc              MODL     10.75    25.125      8/15/2020
MModal Inc              MODL     10.75        26      8/15/2020
Momentive Performance
  Materials Inc         MOMENT    11.5        35      12/1/2016
NII Capital Corp        NIHD        10      50.5      8/15/2016
Niska Gas Storage
  US LLC / Niska
  Gas Storage
  Canada ULC            NKA      8.875     99.75      3/15/2018
OnCure Holdings Inc     RTSX     11.75    48.875      5/15/2017
Platinum Energy
  Solutions Inc         PLATEN   14.25     74.75       3/1/2015
Platinum Energy
  Solutions Inc         PLATEN   14.25     74.75       3/1/2015
Platinum Energy
  Solutions Inc         PLATEN   14.25     74.75       3/1/2015
Platinum Energy
  Solutions Inc         PLATEN   14.25     74.75       3/1/2015
Powerwave
  Technologies Inc      PWAV     1.875     0.125     11/15/2024
Powerwave
  Technologies Inc      PWAV     1.875     0.125     11/15/2024
Pulse Electronics Corp  PULS         7    79.922     12/15/2014
Residential
  Capital LLC           RESCAP   6.875    30.704      6/30/2015
Savient
  Pharmaceuticals Inc   SVNT      4.75     0.375       2/1/2018
School Specialty
  Inc/Old               SCHS      3.75    37.875     11/30/2026
Scotia Pacific Co LLC   MXM       7.71     0.125      1/20/2014
Scotia Pacific Co LLC   MXM       6.55     0.875      1/20/2007
THQ Inc                 THQI         5      43.5      8/15/2014
TMST Inc                THMR         8        20      5/15/2013
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU      10.25       4.7      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU         15    29.356       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU      10.25      3.51      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU       10.5      5.25      11/1/2016
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU         15     36.75       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU      10.25     4.875      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU       10.5     3.875      11/1/2016
USEC Inc                USU          3    42.021      10/1/2014
Western Express Inc     WSTEXP    12.5    62.375      4/15/2015
Western Express Inc     WSTEXP    12.5    62.375      4/15/2015




                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com by e-mail.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to the nation's bankruptcy courts.  The
list includes links to freely downloadable of these small-dollar
petitions in Acrobat PDF documents.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2014.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


                  *** End of Transmission ***