TCR_Public/140311.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, March 11, 2014, Vol. 18, No. 69

                            Headlines

ALION SCIENCE: Conference Call Held to Discuss Q1 2014 Results
AMERICAN AIRLINES: Justice Department Defends Merger Settlement
ASHLEY STEWART: Plus-Size Clothing Chain Files for Chapter 11
ATLS ACQUISITION: Wants Until June 30 to File Chapter 11 Plan
ATWATER PUBLIC: Fitch Affirms BB Rating on $19.225MM Revenue Bonds

AUBURN SPORTSPLEX: Case Converted to Chapter 7 Liquidation
AURICO GOLD: S&P Assigns 'B' LT Corp Credit Rating; Outlook Stable
BASHIR INC: Case Summary & 14 Largest Unsecured Creditors
BERNARD L. MADOFF: Claims for $2.35 Billion Now Due by April 30
BIOMET INC: Public Equity Offering No Effect on Moody's B2 CFR

BIOMET INC: S&P Puts 'B+' CCR on CreditWatch Positive
BUILDERS FIRSTSOURCE: Incurs $42.7 Million Net Loss in 2013
CAESARS ENTERTAINMENT: Sale May Force Distressed Exchange Offer
CAESARS ENTERTAINMENT: Bank Debt Trades at 6% Off
CASA GRANDE HOSPITAL: Wins Final OK of $6MM Banner Health DIP Loan

CASA GRANDE HOSPITAL: Has Final Authority to Use Wells Fargo Cash
CASA GRANDE HOSPITAL: Has Final OK to Use Cardinal Health Cash
CASA GRANDE HOSPITAL: U.S. Trustee Insists Ombudsman Necessary
CASH STORE: Hires Chief Compliance and Regulatory Affairs Officer
CELL THERAPEUTICS: NICE Publishes Final Guidance on PIXUVRI(R)

CENTRAL STATES NATURAL: Case Summary & Top Unsecured Creditors
CHRYSLER GROUP: Rejected by Court in Tax-Refund Quest
COMMUNITY FIRST: Posts $1.7 Million Net Income in 2013
CORELOGIC INC: S&P Revises Outlook to Stable & Affirms 'BB' CCR
DEMAR JONKIN: 12,000+ Pairs of Shoes to Be Auctioned Off Thursday

DETROIT, MI: Bankruptcy Court Disbands Creditors' Committee
DEWEY & LEBOEUF: Challenge Lies in Linking Leaders to Fraud
DOLPHIN KMG: Hampton Court Apartments to Be Sold Today
ECO BUILDING: Issues 19,000 Preferred Shares to Steve Conboy
EDGENET INC: Hearing Today on Bid to File Schedules Under Seal

ELBIT IMAGING: Extraordinary General Meeting Set on March 13
ENOVA SYSTEMS: To Sell GBP 150,000 Worth of Common Shares
ESSENTIAL POWER: S&P Lowers Rating to 'BB-' & Removes From Watch
EVENT RENTALS: Section 341(a) Meeting Slated for March 25
EVENT RENTALS: Can't File Schedules and Statements Until March 24

FIRST DATA: Inks Advisory Agreement with Vice Chairman
FLORIDA GAMING: Hires Morrison Brown as Tax Accountants & Auditors
FREE LANCE-STAR: Court Approves Tavenner & Beran as Counsel
FREE LANCE-STAR: Court OKs Hiring of Kaufman & Canoles as Counsel
FREE LANCE-STAR: Court Okays Protiviti as Financial Advisors

FRIENDSHIP VILLAGE: S&P Revises Outlook & Affirms 'BB-' Rating
GENERAL MOTORS: Taps Former Lehman Examiner to Lead Recall Probe
GETTY IMAGES: Bank Debt Trades at 4% Off
GPH OPERATING: S&P Withdraws B Corporate Credit Rating
GRAND CENTERVILLE: Seeks July 31 Plan Exclusivity Extension

GREEN FIELD ENERGY: Hires Assessment Technologies as Consultant
HERCULES OFFSHORE: Incurs $68.1 Million Net Loss in 2013
HORIZON GLOBAL: Claims Bar Date Set for April 21
HOUSTON REGIONAL: May Use Lender's Cash Collateral Through June
HUDSON PRODUCTS: Moody's Affirms B2 CFR & Rates 1st Lien Debt B2

HUDSON PRODUCTS: S&P Affirms 'B-' CCR & Rates $270MM Loan 'B-'
JAMESPORT DEVELOPMENT: Hires GA Keen as Real Estate Broker
KEYWELL LLC: Court OKs Hiring of Saul Ewing as Litigation Counsel
LEVEL 3: Incurs $109 Million Net Loss in 2013
LIGHTSQUARED INC: Ergen Says New Plan Is Dead on Arrival

LITTLEFIELD, TX: Fitch Hikes Rating on 1997 Certs From 'BB+'
MARTIFER SOLAR: Cathay Bank Objects to Nathan Schultz Hiring
MARTIFER SOLAR: Taps Shea Labagh as Accountants
MARTIFER SOLAR: Hires Wolf Rifkin as Litigation Counsel
MEDIA GENERAL: Incurs $6.2 Million Net Loss in Fourth Quarter

MERRIMACK PHARMACEUTICALS: Incurs $32 Million Loss in 4th Quarter
METRO AFFILIATES: Can Pay $605,000 Bonuses to Top 2 Execs
METRO AFFILIATES: Sells Miscellaneous Assets to Various Purchasers
METRO AFFILIATES: Sells 64 Buses to Factory Direct for $2.1MM
MFM DELAWARE: Slated to Present Plan for Confirmation April 30

MFM DELAWARE: Plan Solicitation Exclusivity Extended to June 23
MICROVISION INC: Ben Farhi Stake at 8.4% as of Feb. 21
MONTANA ELECTRIC: Plan Proceedings Continued to April
MONTREAL MAINE: Obtains Initial OK of $3.8MM Deal with Travelers
MOONLIGHT APARTMENTS: Wins Access to Cash; SARE Order Entered

MOONLIGHT APARTMENTS: Jochens Okayed as Bankruptcy Counsel
MORNINGSTAR MARKETPLACE: Solar Farm Project Blamed for Bankruptcy
MTGOX CO.: Bitcoin Exchange Moves to Protect U.S. Assets
MTGOX CO.: Chapter 15 Case Summary
NAVISTAR INTERNATIONAL: To Webcast Q1 Results on March 5

NEXT1 INTERACTIVE: Extends Maturity of Wilton Note Until Dec. 1
NOBLE LOGISTICS: Meeting to Form Creditors' Panel on March 17
NORANDA ALUMINUM: Moody's Lowers Corporate Family Rating to 'B3'
OMEGA HEALTHCARE: Fitch Assigns 'BB+' Subordinated Debt Rating
OMEGA HEALTHCARE: S&P Affirms 'BB+' CCR; Outlook Stable

OPTIMUMBANK HOLDINGS: Receives Non-Compliance Notice from Nasdaq
PACIFIC THOMAS: Hearing on $6.5-Mil. Loan Continued to March 27
PACIFIC THOMAS: 4th Amended Disclosures Rejected by Court
PALM DRIVE HOSPITAL: Seeks Legislation to Refinance Bond Debt
PROSPECT SQUARE: Kutner Brinen Approved as Bankruptcy Counsel

PUERTO RICO: Gets a Break With Rates on Its Bonds
REALOGY CORP: Reports $443 Million Net Income in 2013
RENAISSANCE CHARTER: Fitch Affirms 'BB-' Rating on $89.2MM Bonds
RENAISSANCE CHARTER: Fitch Affirms 'BB+' Rating on $67MM Bonds
REVSTONE INDUSTRIES: Kerry Capital Joins Creditors Committee

REVSTONE INDUSTRIES: Sec. 341 Creditors' Meeting Set for May 15
RURAL/METRO CORP: RBC Liable Over 2011 Buyout
SAFEWAY INC: Fitch May Cut Rating to B on Cerberus Deal Completion
SBARRO LLC: Files for Second Bankruptcy in Three Years
SBARRO LLC: Case Summary & 30 Largest Unsecured Creditors

SEARS HOLDINGS: Incurs $358 Million Net Loss in 4th Quarter
SEQUENOM INC: Incurs $107.4 Million Net Loss in 2013
SILVERADO STREET: U.S. Trustee Unable to Form Committee
SILVERADO STREET: Sec. 341 Creditors' Meeting Set for March 25
SOUNDVIEW ELITE: Chapter 11 Trustee Hires Jones Day as Counsel

SPENDSMART PAYMENTS: Issues 1-Mil. Series Conv. Preferred Shares
ST. FRANCIS' HOSPITAL: Alston & Bird Approved as Panel's Counsel
STELLAR BIOTECHNOLOGIES: To Present at ROTH Capital Conference
STERLING BLUFF: U.S. Trustee Unable to Form Committee
STOCKTON, CA: Deadline to Publish Bar Date Extended

TANDEM TRANSPORT: Wants Court to Enter Final Decree Closing Case
TOBACCO SETTLEMENT: S&P Raises Rating on 2007-1A Notes to BB
TRAVELPORT LTD: Incurs $192 Million Net Loss in 2013
TRILITO INC: Court Dismisses Chapter 11 Bankruptcy Case
UPPER VALLEY: U.S. Trustee Appoints 3-Member Creditors Panel

USG CORP: Completes Joint Venture with Boral Limited
VICTOR OOLITIC: Chapter 11 Impacts Local Quarrying Industry
VUZIX CORP: Had 10.2 Million Common Stock Outstanding at Feb. 26
WALLDESIGN INC: Committee Has Protocol to Settle Avoidance Claims
WALLDESIGN INC: March 19 Hearing on Beazer's Bid for Stay Relief

WESTMORELAND COAL: Incurs $8.1 Million Net Loss in 2013
WESTMORELAND COAL: Incurs $6 Million Net Loss in 2013
WIZARD WORLD: Bristol Stake at 17.3% as of Dec. 31
WORLD IMPORTS: Deal Okayed Allowing Continued Access to Cash
XTREME POWER: Has DIP Loan & Cash Collateral Access Thru April 4

XTREME POWER: Gordian Drops 1% Fee Cut Offer; Hiring Okayed
YRC WORLDWIDE: Incurs $83.6 Million Net Loss in 2013
YSC INC: Bank Willing to Shelve Foreclosure, Wait for Hotel Sale
ZALE CORP: Earns $50.7 Million in Jan. 31 Quarter
ZALE CORP: Gabelli Funds Holds 5.1% Equity Stake

* Tenth Circuit Pronounces on Who's a 'Family Farmer'

* Large Companies With Insolvent Balance Sheets


                             *********


ALION SCIENCE: Conference Call Held to Discuss Q1 2014 Results
--------------------------------------------------------------
Alion hosted a conference call on Feb. 28, 2014, to discuss first
quarter financial results for Alion's fiscal year 2014.

Alion Science reported a net loss of $18.46 million on $185.38
million of contract revenue for the three months ended Dec. 31,
2013, as compared with a net loss of $11.02 million on $204.32
million of contract revenue for the same period last year.

                         About Alion Science

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

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

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

As of Dec. 31, 2013, the Company had $599.39 million in total
assets, $787.09 million in total liabilities, $61.89 million in
redeemable common stock, $20.78 million in common stock warrants,
$130,000 in accumulated other comprehensive loss and a $270.51
million accumulated deficit.

"Our liabilities exceed our assets which makes refinancing our
debt more difficult and expensive.  Operating cash flow is
insufficient to repay the Secured and Unsecured Notes at maturity,
which raises substantial doubt as to the Company's ability to
continue as a going concern," the Company said in the Form 10-Q.

                        Bankruptcy Warning

Management's cash flow projections indicate that absent a
refinancing transaction or series of transactions, the Company
will be unable to pay the principal and accumulated unpaid
interest on its Secured Notes and Unsecured Notes when those
instruments mature in November 2014 and February 2015,
respectively.  On Dec. 24, 2013, Alion entered into an agreement
with the holders of a majority of its Unsecured Notes regarding
certain possible refinancing transactions.

The proposed refinancing transactions involve: replacing Alion's
credit facility; refinancing the Secured Notes with $350 million
in new secured term loans; exchanging our Unsecured Notes for
either new third lien notes and a series of new warrants, or a
limited amount of cash for a portion of Unsecured Notes at a price
below par; payment of accrued and unpaid interest; and obtaining
certain consents from Unsecured Noteholders.

"However, management can provide no assurance that we will be able
to enter into definitive agreements regarding the terms of the
refinancing transactions or conclude a refinancing of our
Unsecured Notes, or that additional financing will be available to
retire or replace our Secured Notes, and if available, that terms
of any transaction would be favorable or compliant with the
conditions for such financing set forth in the Refinancing Support
Agreement.  The Company's high debt levels, of which $332.5
million matures on November 1, 2014 and Alion's recurring losses
will likely make it more difficult for Alion to raise capital on
favorable terms and could hinder its operations.  Further, default
under the Unsecured Note Indenture or the Secured Note Indenture
could allow lenders to declare all amounts outstanding under the
revolving credit facility, the Secured Notes and the Unsecured
Notes to be immediately due and payable.  Any event of default
could have a material adverse effect on our business, financial
condition and operating results if creditors were to exercise
their rights, including proceeding against substantially all of
our assets that secure the Credit Agreement and the Secured Notes,
and will likely require us to invoke insolvency proceedings
including, but not limited to, a voluntary case under the U.S.
Bankruptcy Code," the Company said in its quarterly report for the
period ended Dec. 31, 2013.


AMERICAN AIRLINES: Justice Department Defends Merger Settlement
---------------------------------------------------------------
Brent Kendall, writing for The Wall Street Journal, reported that
the Justice Department offered a lengthy defense of its antitrust
settlement allowing the merger of AMR Corp. and US Airways Group
Inc., calling the agreement a "major victory for American
consumers."

According to the report, in a 51-page submission on March 10 to
U.S. District Judge Colleen Kollar-Kotelly, who will decide if the
settlement is in the public interest, the government said millions
of passengers will benefit from low-cost carriers obtaining
takeoff and landing slots at congested airports.

The 2013 agreement resulted in the airlines agreeing to give up
space at certain airports to obtain antitrust approval, the report
recalled.  The settlement resolved a lawsuit the department filed
last August to block the proposed deal.

The government said it received 14 comments about the settlement
and submitted them for the court record, the report related.
Consumer advocates said the settlement didn't go far enough to
address competitive harm posed by the merger.  A group of
lawmakers expressed concern that the settlement would hurt
competition for airline service in small communities.

Delta Air Lines Inc. in its comment said the lawsuit itself was
faulty because the department misunderstood the industry, the
report further related.  Delta also criticized the government for
directing that US Airways and AMR, the parent of American
Airlines, sell assets to low-cost carriers instead of large, long-
established airlines, such as Delta.

                     About American Airlines

AMR Corp. and its subsidiaries including American Airlines filed
for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-15463)
in Manhattan on Nov. 29, 2011, after failing to secure cost-
cutting labor agreements.  AMR, previously the world's largest
airline prior to mergers by other airlines, is the last of the so-
called U.S. legacy airlines to seek court protection from
creditors.  It was the third largest airline in the United States
at the time of the bankruptcy filing.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel.  Rothschild
Inc., is the financial advisor.  Garden City Group Inc. is the
claims and notice agent.

Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings.  Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.

The Retiree Committee is represented by Jenner & Block LLP's
Catherine L. Steege, Esq., Charles B. Sklarsky, Esq., and Marc B.
Hankin, Esq.

AMR and US Airways Group, Inc., on Feb. 14, 2013, announced a
definitive merger agreement under which the companies will combine
to create a premier global carrier, which will have an implied
combined equity value of approximately $11 billion.

The bankruptcy judge on Sept. 12, 2013, confirmed AMR Corp.'s plan
to exit bankruptcy through a merger with US Airways.  By
distributing stock in the merged airlines, the plan is designed to
pay all creditors in full, with interest.

Judge Sean Lane confirmed the Plan despite the lawsuit filed by
the U.S. Department of Justice and several states' attorney
general complaining that the merger violates antitrust laws.

In November 2013, AMR and the U.S. Justice Department a settlement
of the anti-trust suit.  The settlements require the airlines to
shed 104 slots at Reagan National Airport in Washington and 34 at
LaGuardia Airport in New York.

AMR stepped out of Chapter 11 protection after its $17 billion
merger with US Airways was formally completed on Dec. 9, 2013.


ASHLEY STEWART: Plus-Size Clothing Chain Files for Chapter 11
-------------------------------------------------------------
Plus-size women's clothing retailer Ashley Stewart Holdings Inc.,
which owns 168 stores, filed for Chapter 11 on March 10, tracing
its decline to a slow economy and Hurricane Sandy, various news
sources report.

James Covert, writing for the New York Post, reported that Avenue,
a Rochelle Park, New Jersey-based plus-size retailer with more
than 250 stores, is circling locations owned by Ashley Stewart.
The Post, citing sources briefed on the situation, said Versa
Capital, a Philadelphia private-equity fund that bought Avenue out
of bankruptcy in 2012, is eyeing Ashley Stewart's real estate to
expand the Avenue brand.


ATLS ACQUISITION: Wants Until June 30 to File Chapter 11 Plan
-------------------------------------------------------------
ATLS Acquisition LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend their
exclusive periods to:

  a) file a Chapter 11 plan until June 30, 2014, and

  b) solicit acceptances of that plan through and until
     Sept. 2, 2014.

The Debtors tell the Court that their current plan filing deadline
will expire on March 14, 2014, absent an extension.  The Debtors
say they require additional time to:

   i) finalize discussions with CMS regarding the resolution of
      the outstanding post-pay audit claims, and

  ii) continue on-going discussions and pursue litigation to
      obtain additional recoveries from Medco Health Solutions,
      Inc. relating to the terms of a certain transaction and
      based  upon other non-contract claims.

As reported by the Troubled Company Reporter on Jan. 31, 2014, the
Debtors sought an extension of the plan filing, saying they have
made tremendous progress to resolve the complex issues affecting
the Chapter 11 cases, including, among other things, initiating an
exit financing process which is on-going and has resulted in
multiple expressions of interest.  The Debtors said they have
executed nondisclosure agreements with 17 parties and produced a
confidential information memorandum detailing the current
situation and financial overview.

                      About Liberty Medical

Entities that own diabetics supply provider Liberty Medical led by
ATLS Acquisition, LLC, sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 13-10262) on Feb. 15, 2013, just less than
three months after a management buy-out and amid a notice by the
lender who financed the transaction that it's exercising an option
to acquire the business.

Liberty has been in business for 22 years serving the needs of
both type 1 and type 2 diabetic patients.  Liberty is a mail order
provider of diabetes testing supplies. In addition to diabetes
testing supplies, the Debtors also sell insulin pumps and insulin
pump supplies, ostomy, catheter and CPAP supplies and operate a
large mail order pharmacy.  Liberty operates in seven different
locations and has 1,684 employees.

Dennis A. Meloro, Esq., at Greenberg Traurig, LLP, serves as the
Debtor's counsel; Ernst & Young LLP to provide investment banking
advice; and Epiq Bankruptcy Solutions, LLC, as claims and noticing
agent for the Clerk of the Bankruptcy Court.

An official committee of unsecured creditors has been appointed in
the case and consists of LifeScan, Inc., Abbott Laboratories, and
Teva Pharmaceuticals USA, Inc.  They are represented by Joseph H.
Huston Jr., Esq., Maria Aprile Sawczuk, Esq., and Camille C. Bent,
Esq., of Stevens & Lee P.C. as well as Bruce Buechler, Esq., S.
Jason Teele, Esq., and Nicole Stefanelli, Esq. of Lowenstein
Sandler LLP.  The Committee has tapped Mesirow Financial
Consulting, LLC, as financial advisors.


ATWATER PUBLIC: Fitch Affirms BB Rating on $19.225MM Revenue Bonds
------------------------------------------------------------------
Fitch Ratings has affirmed its 'BB' rating on the following
Atwater Public Financing Authority, CA (the authority) obligations
issued on behalf of the City of Atwater, CA (the city):

   -- $19.225 million wastewater revenue bonds, series 2008.

The Rating Outlook is revised to Positive from Stable.

SECURITY

The bonds are secured by installment payments made by the city to
the trustee as assignee of the authority.  The city's obligation
to make installment payments is secured by a pledge of gross
revenues of the city's sewer system (the system).  The bonds are
also secured by a cash-funded debt service reserve fund (DSRF),
funded at the maximum amount allowable by law and held with the
trustee.

KEY RATING DRIVERS

STRUCTURAL BALANCE EXPECTED; INTERFUND LOANS REMAIN OUTSTANDING:

The Positive Outlook reflects the city's recent revenue-raising
actions designed to eliminate structural imbalances in the city's
general, water and sanitation funds thus reducing pressure on the
sewer fund.  According to management, all funds are now
structurally balanced and will require no additional interfund
loans.

STABILIZED POOLED CASH: The city's pooled cash position has
stabilized after drawdowns due to deficits accumulated in various
funds.  System pledged revenues are included in the city's pooled
cash and, as a result, is owed money from these other operations.
Council new interfund loan policy combined with the improved
operations of city funds reduce the likelihood of future draws on
system cash.

WILLINGNESS-TO-PAY CONCERNS LESSENED: The city had considered
entering into confidential negotiations with creditors under
California's A.B. 506 process or petitioning for Chapter 9
bankruptcy protection.  Given the new revenues, two years of
balanced budgets and modestly improving economy, Fitch believes
this risk is significantly diminished.

LOWER COVERAGE LEVELS TO CONTINUE: Recent bond issuances resulted
in narrow system debt service coverage (DSC) levels.  Fiscal 2012
resulted in a very slight increase in coverage and unaudited
fiscal 2013 results show further modest improvement after a drop
to near sum-sufficient in fiscal 2011 including transfers out to
other city funds.

HIGH DEBT, SLOW AMORTIZATION: The city's recent succession of debt
issuances to complete construction of a new wastewater treatment
plant in order to comply with environmental requirements has
resulted in high debt levels and slow amortization.

LIMITED SERVICE AREA AND RATE FLEXIBILITY: Monthly charges are
substantially higher than surrounding communities and Fitch's
affordability threshold.  Recently implemented increases in water
and sanitation rates may further pressure the base.  Moreover, the
service area's below-average income metrics and high unemployment
challenge the city's ability to increase rates in the future.

RATING SENSITIVITIES

CONTINUED FISCAL SUSTAINABILITY: Given the sound performance of
the system itself, continued progress towards structural balance
across all funds and increased overall liquidity could result in a
rating more reflective of system performance than risks from the
city's other funds.  Positive rating action could result in a
rating upgrade to 'BBB' category.

WILLINGNESS TO PAY: Fitch's ongoing review will consider both
future actions by the city that could affect the system as well as
any developing external system pressures.  A return to
consideration of the A.B. 506 process or vote to petition for
Chapter 9 bankruptcy protection would put into question the city's
willingness to pay and place severe credit pressure on the rating.

CREDIT PROFILE

FAVORABLE ACTIONS TO ACHIEVE STRUCTURAL BALANCE

The Positive Outlook reflects the city's actions to date to
address structural deficits in the general, water, and sanitation
funds through fiscal year 2013 that stemmed largely from declining
revenues, rising expenditures, and failure to raise rates in the
water (for 20 years) and sanitation funds (for 10 years).  For the
general fund, home values dropped severely during the downturn,
significantly reducing property tax revenues.  In addition, almost
all other general fund revenues, with the exception of sales
taxes, also experienced declines.

To boost revenues and move towards budgetary balance, the city
recently implemented a five-year water rate package that increased
rates for typical users by 40% for fiscal 2014, followed by
additional increases of 15% annually through fiscal 2018.
Further, the city implemented a sanitation rate increase that
increased rates 63% for fiscal 2014, followed by 6%-7% annual
increases through fiscal 2018.  The city had implemented a series
of sewer rate increase through fiscal 2012 to fund increased debt
service costs and does not expect any additional increases in the
near term.  While Fitch views the actions as positive, the
combined water/sewer rates are now $90.50 per month, or 2.6% of
median household income.  Rates are well above those of
surrounding communities and Fitch's affordability threshold; as
such, system rate flexibility is likely constrained.

On the general fund side, in March 2013 voters approved a 10-year
one-half-cent sales tax restricted for public safety spending.
The sales tax is expected to generate $1.5 million, $1.1 million
of which will be used to restore salary increases for public
safety.  While these funds are not expected to increase reserve
levels, it will improve cash flow and reduce what otherwise could
have been significant wage pressure.

IMPROVED FINANCIAL POSITION

The structural imbalances in the city's general, water, and
sanitation funds over the last few years eroded the city's fiscal
capacity and led to a sharp reduction in city pooled cash
resources.  The drawdown of pooled cash negatively affected system
cash balances.  According to management, all funds are now self-
supporting and will require no additional interfund transfers from
the sewer fund.  Further, the council recently adopted an
interfund transfer policy requiring council approval of transfers
and more transparent reporting.  The sewer fund is still owed
about $1.5 million from other funds and management expects
repayment will take some time. Repayment is not considered in the
rating for the system bonds.

According to unaudited fiscal 2013 data and fiscal 2014 estimates,
the system is generating positive cash flow and the city projects
debt service coverage for fiscals 2013 and 2014 of 1.3x and 1.4x,
respectively.  Currently, pooled cash balances of $9.5 million (as
of Jan. 1, 2014) are sufficient to meet a $3.2 million system debt
service payment due May 1.

WILLINGNESS-TO-PAY/ACCELERATION CONCERNS LESSENED

The city council declared a fiscal emergency in October 2012, but
did not pursue any additional steps to erode its perceived
willingness to pay system bonds.  Moreover, in November 2012 the
city council closed discussion related to possible confidential
mediation process with creditors pursuant to the state's A.B. 506.
The city also passed a fiscal year 2013 budget in February 2013
and an operationally balanced budget for fiscal 2014 in June 2013.
Fitch does not currently anticipate that the city will enter into
the A.B. 506 process and/or file for Chapter 9 bankruptcy
protection.

REGULATORY ISSUES LED TO ELEVATED DEBT PROFILE
The system currently operates one wastewater treatment plant
(WWTP).  The authority has issued approximately $64 million in
wastewater revenue bonds since 2008 - nearly tripling outstanding
system debt - to construct the new WWTP.  The WWTP was designed to
comply with more stringent requirements associated with the
system's discharge permit, including a move to tertiary treatment
standards.  As a result of the authority's recent debt issuances,
system per customer and per capita debt levels are 5x-8x higher
than Fitch's national medians. In addition, amortization of
principal is very slow, with just 44% of principal retired in 20
years.

SMALL AND STRAINED SERVICE AREA

Atwater is located in northeast Merced County, in the central
portion of California's San Joaquin Valley.  With a population of
about 28,000, it is a small agricultural based community with a
federal prison at the site of the former Castle Air Force Base,
which closed in 1995.  The sewer system provides wastewater
collection, treatment, and disposal to the city's residents and to
the Town of Winton (population of about 9,000), a U.S.
penitentiary (inmate population of around 1,200), and Castle
Airport Aviation. These three customers combined provided about
25% of service charge revenues in fiscal year 2013.

Typical of agricultural communities, unemployment levels (13.9%
for November 2013) are well above state and national averages
while income levels are below average.  The area has experienced a
significant slowdown in growth in the past several years as
exemplified by a sharp decline in connection fee revenues and city
assessed values (AV).  AV increased moderately in fiscal year
2014.


AUBURN SPORTSPLEX: Case Converted to Chapter 7 Liquidation
----------------------------------------------------------
Susan Spencer, writing for Worcester Telegram & Gazette, reported
that the Chapter 11 case of Auburn Sportsplex, LLC, was converted
to Chapter 7, pursuant to a court ruling on March 5.

The report said Joseph H. Baldiga, Esq., at Mirick O'Connell, who
was appointed bankruptcy trustee, said the SportsPlex had to close
after its liability insurance lapsed roughly a week earlier.

The report noted that Auburn SportsPlex has been in financial
trouble since 2011, when Indoor Sports LLC of Acton, doing
business as Teamworks, walked away in the middle of a 10-year
lease.

The chapter 7 conversion "means the business will stay closed as I
try to sell the building and continue the breach-of-lease
litigation against Teamworks," Mr. Baldiga said in an email to
Telegram & Gazette.  According to the report, Mr. Baldiga said
said in an interview that he had received a lot of calls from
coaches, parents and potential buyers. About 20 claim forms have
been sent to people who said they are owed money. Anyone
interested in receiving a claim form or in potentially buying the
property should email Mr. Baldiga at jbaldiga@mirickoconnell.com
Mr. Baldiga said he can also be reached at (508) 860-1448.

The report also said Christopher A. Gouveia, head coach of
Grafton's HomeQuest Hurricanes, a Little League club, said the
team paid its $1,200 fee for an eight-week season in the week
before Feb. 28.  Mr. Gouveia said he didn't expect to receive
much, if any, of a refund.

According to the report, Mr. Baldiga said he could not comment on
whether the SportsPlex's request for full payment, days before it
closed, constituted a deceptive business practice, saying he did
not have the facts of that situation.

Auburn Sportsplex, LLC, in Auburn, Massachussets, filed for
Chapter 11 bankruptcy protection (Bankr. D. Mass. Case No.
12-41761) on May 8, 2012.  Judge Melvin S. Hoffman oversees the
case.  Darren J. Rillovick, Esq. -- drillovick@portnoygreene.com
-- at Portnoy & Greene, served as the Debtor's chapter 11 counsel.
In its petition, the Debtor estimated under $10 million in both
assets and debts.  The petition was signed by John Natoli,
secretary.


AURICO GOLD: S&P Assigns 'B' LT Corp Credit Rating; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B' long-
term corporate credit rating and stable outlook to Toronto-based
gold producer AuRico Gold Inc.

S&P also assigned its 'B' issue-level rating and '3' recovery
rating to the company's proposed US$300 million senior unsecured
notes. A '3' recovery rating indicates meaningful (50%-70%)
recovery in a default scenario.

"Standard & Poor's considers AuRico's business risk profile as
vulnerable based on the company's limited operating diversity;
execution risks related to the ramp-up of the Young-Davidson
underground mine; and the company's exposure to volatile gold and
silver prices," said Standard & Poor's credit analyst George
Economou.  "These are partially counterbalanced by the company's
better-than-industry average cost position and comparatively long
reserve life at its Young-Davidson mine," Mr. Economou added.

AuRico's operating diversity is heightened by its narrow asset
base with most of its earnings generated at the Young-Davidson
mine.  Furthermore, S&P believes that the confluence of increasing
production growth at the mine and the likelihood that the El
Chanate mine in Mexico will cease mining operations in a variety
of lower gold price environments could exacerbate its already high
asset concentration.  Somewhat offsetting AuRico's limited
operating profile is its ability to access ore at the Young-
Davidson mine via multiple shafts and a ramp system, as well as
the company's improving country risk profile given that a greater
majority of output and profitability will be generated in Canada,
a jurisdiction that S&P views as having very low country risk.

The stable outlook for AuRico reflects S&P's view that higher
output and profitability at its Young-Davidson mine should lead to
stronger cash/flow leverage metrics and improving likelihood of
free operating cash flow generation in the next 12 months.  In
S&P's base-case scenario, it expects the company's adjusted debt-
to-EBITDA leverage ratio to decline to about 2.0x-2.5x, and its
funds from operations-to-debt ratio to increase to about 35%-45%
by 2014, and for there to be modestly positive free operating cash
flow from operations by 2015.

S&P could lower the rating if unexpected operational disruptions
or weaker operating margins lead to cash flow/leverage ratio
deterioration with the adjusted debt-to-EBITDA leverage ratio
increasing beyond 4x alongside poor prospects for positive
discretionary cash flow generation.

A positive rating action on AuRico is unlikely in the next 12
months given its limited operating diversity, but one could occur
due to an improved view of the company's expected cash
flow/leverage ratio volatility as a result of improved stability
of earnings diversity at lower gold prices with positive
discretionary cash flow and an adjusted debt to EBITDA leverage
ratio sustainably below 2x.


BASHIR INC: Case Summary & 14 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Bashir, Inc.
           dba 40th Street Grocery
        1200 40th Street
        Birmingham, AL 35218

Case No.: 14-00915

Chapter 11 Petition Date: March 9, 2014

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

Judge: Hon. Thomas B Bennett

Debtor's Counsel: Jerome Tucker, Esq.
                  JEROME TUCKER
                  P O Box 1333
                  Birmingham, AL 35201
                  Tel: 205 328-0055
                  Fax: 205 323-1171
                  Email: jerometucker@msn.com

Total Assets: $44,300

Total Liabilities: $1.15 million

The petition was signed by Bashir A. Mohamed, president.

A list of the Debtor's 14 largest unsecured creditors is available
for free at http://bankrupt.com/misc/alnb14-915.pdf


BERNARD L. MADOFF: Claims for $2.35 Billion Now Due by April 30
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that victims of Bernard L. Madoff Investment Securities
Inc. who invested in the Ponzi scheme indirectly or through so-
called feeder funds have another two months to file their claims
for a share of $2.35 billion being distributed by the government
separate from the liquidation under the Securities Investor
Protection Act.

According to the report, Richard C. Breeden, former chairman of
the Securities and Exchange Commission, was appointed by the
government in December to serve as special master and oversee
distribution. The U.S. Attorney in Manhattan announced on Feb. 21
that the claim-filing deadline had been pushed back to April 30,
because claims continue "pouring in."

So far, Breeden said he's gotten 9,000 claims, with 94 percent
from people who didn't file a claim in the brokerage liquidation
or had their claims denied, the report related.

In the brokerage liquidation, the courts ruled that only direct
investors have claims as customers, the report said.
Consequently, individuals who invested indirectly through feeder
funds don't have claims.

Breeden opened his distribution to include those who invested
indirectly, the report further related.  He said many people filed
claims where their investments went through three or more
intermediaries.

                     About Bernard L. Madoff

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

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

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

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

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

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

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


BIOMET INC: Public Equity Offering No Effect on Moody's B2 CFR
--------------------------------------------------------------
Moody's commented that LVB Acquisition Inc.'s (parent company of
Biomet, Inc.) filing of a Form S-1 with the SEC on March 6,
indicating Biomet's intention of making a public equity offering,
is credit positive. However, at this time, there is no effect on
its ratings (B2 CFR).

Biomet, Inc., headquartered in Warsaw, Indiana, is a global
manufacturer of orthopedic products and is among the leaders in
the U.S. reconstructive market.


BIOMET INC: S&P Puts 'B+' CCR on CreditWatch Positive
------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Biomet
Inc., including the 'B+' corporate credit rating, on CreditWatch
with positive implications.  This action reflects the company's
S-1 filing and intention to pursue an IPO and use the proceeds to
repay debt.

"The ratings on the medical products manufacturer Biomet Inc.
reflect its 'satisfactory' business risk profile and 'highly
leveraged' financial risk profile," said credit analyst Cheryl
Richer.  "Biomet's satisfactory business risk profile reflects the
relatively stable nature of its industry, Biomet's relatively full
orthopedic product offerings, and favorable long-term volume
trends."

S&P will resolve the CreditWatch listing when the IPO is executed
and it can quantify the amount of proceeds being applied to debt
reduction.  Per S&P's criteria, it could raise the ratings one to
two notches depending on the degree of deleveraging and financial
improvement.  If the company reduces debt such that debt to EBITDA
is at the upper range of S&P's "aggressive" financial risk
profile, or closer to 5x, an upgrade would likely be limited to
one notch.  A higher amount of debt reduction, such that leverage
was lower around 4.5x, S&P could consider a two notch upgrade.


BUILDERS FIRSTSOURCE: Incurs $42.7 Million Net Loss in 2013
-----------------------------------------------------------
Builders Firstsource, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
a net loss of $42.69 million on $1.48 billion of sales for the
year ended Dec. 31, 2013, as compared with a net loss of $56.85
million on $1.07 billion of sales in 2012.  The Company incurred a
$64.99 million net loss in 2011.

The Company's balance sheet at Dec. 31, 2013, showed $515.83
million in total assets, $500.47 million in total liabilities and
$15.36 million in total stockholders' equity.

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

                        http://is.gd/UFj9d1

                     About Builders FirstSource

Headquartered in Dallas, Texas, Builders FirstSource Inc. --
http://www.bldr.com/-- supplies and manufactures building
products for residential new construction.  The Company operates
in nine states, principally in the southern and eastern United
States, and has 55 distribution centers and 51 manufacturing
facilities, many of which are located on the same premises as its
distribution facilities.

                           *     *     *

As reported by the TCR on May 15, 2013, Standard & Poor's Ratings
Services Inc. said it raised its corporate credit rating on
Dallas-based Builders FirstSource to 'B' from 'CCC'.  "The upgrade
acknowledges U.S.-based building materials manufacturer and
distributor Builders FirstSource Inc.'s 'strong' liquidity based
on the company's proposed recapitalization," said Standard &
Poor's credit analyst James Fielding.

Builders FirstSource carries a Caa1 Corporate Family Rating from
Moody's Investors Service.


CAESARS ENTERTAINMENT: Sale May Force Distressed Exchange Offer
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that Caesars Entertainment Corp., the largest U.S. casino
owner, is planning to sell four casinos to an affiliate in a
transaction that may force bondholders to accept a so-called
distressed exchange offer.

The $750 million of 12.75 percent second-lien notes due 2018
traded at 3:05 p.m. on March 7 for 51.219 cents on the dollar, to
yield 36.606 percent, the Bloomberg report said, citing Trace, the
bond-price reporting system of the Financial Industry Regulatory
Authority. The notes traded for 79 cents at the end of March 2013.

Among the unsecured notes, the $475.5 million in 10.75 percent
paper due 2016 traded at 10:25 a.m. on March 7 for 87.125 cents on
the dollar, to yield 19.176 percent, the report further related.

The $366.4 million in 5.625 percent notes due 2015 traded on March
6 for 97.438 cents, to yield 7.853 percent, Bloomberg report said,
further citing Trace.

Caesars rose 6 cents to $25.76 March 7 in Nasdaq trading, the
report noted.  The shares reached a high of $26.47 on March 4.
Their low since the public offering was $4.54 on Nov. 14,
2012.

                    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.


CAESARS ENTERTAINMENT: Bank Debt Trades at 6% Off
-------------------------------------------------
Participations in a syndicated loan under which Caesars
Entertainment Inc. is a borrower traded in the secondary market at
94.04 cents-on-the-dollar during the week ended Friday, March 7,
2014, according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal.  This represents
a decrease of 1.54 percentage points from the previous week, The
Journal relates.  Caesars Entertainment Inc. pays 525 basis points
above LIBOR to borrow under the facility.  The bank loan matures
on Jan. 1, 2018, and carries Moody's B3 rating and Standard &
Poor's B- rating.  The loan is one of the biggest gainers and
losers among 205 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

                  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.


CASA GRANDE HOSPITAL: Wins Final OK of $6MM Banner Health DIP Loan
------------------------------------------------------------------
Regional Care Services Corp., Casa Grande Community Hospital d/b/a
Casa Grande Regional Medical Center, Regional Care Physician's
Group Inc., and Casa Grande Regional Retirement Community,
obtained a final court order authorizing them to obtain
postpetition secured financing from Banner Health and grant
administrative priority status to the DIP obligation.

Bankruptcy Judge Eileen W. Hollowell issued the Final DIP Order on
March 4.

In their request, the Debtors sought:

     (1) postpetition financing of up to an aggregate principal
         amount not to exceed $6,199,845, plus accrued interest
         on the aggregate principal amount pursuant to the terms
         of the Phase 2 Debtor in Possession Financing Agreement;
         and

     (2) emergency financing of up to an aggregate principal
         amount of $1,174,471 of the Postpetition Financing on an
         interim basis;

     (3) to grant the Lender administrative priority status; and

     (4) to modify the automatic stay to the extent necessary to
         effectuate the terms of the DIP Financing Documents.

          Indemnification, Expense Reimbursement Removed

The DIP Financing Agreement was modified on the record at the
hearing on Feb. 27, 2014, so that Debtors will have no obligation
to indemnify, hold the DIP Lender and its related parties
harmless, or provide expense reimbursement in connection with, the
Plan Support Agreement or the Asset Purchase Agreement.  Rather,
any indemnity or right to reimbursement will pertain solely to
expenses, obligations or liabilities arising directly out of the
DIP Financing Agreement.

Dignity Health, a creditor and proposed competing bidder for the
Debtors' assets, tried to block approval of the Banner Health DIP
financing.

Dignity said it has submitted a proposal that is superior to the
Banner Proposal and will provide greater benefit to the Debtors,
its creditors, and the community at large.  Dignity said two
aspects of the DIP Motion and the Cash Collateral Motion would
also stand in the way of a full and fair auction process in these
cases.  Dignity noted that a plan support agreement entered into
by the Debtors would provide Banner with a right to Expense
Reimbursement.  Dignity has objected to that Expense
Reimbursement, and believes it is unjustified in these cases.  At
the same time, however, two sections of the proposed DIP financing
facility between the Debtors and Banner also contain language that
could be interpreted to provide Banner with a right to
reimbursement of fees and expenses incurred to pursue approval of
the Banner Proposal.

Dignity also said it is willing to provide replacement DIP
financing on the same terms and conditions offered by Banner.
Dignity observed that the proposed Cash Collateral order would
unnecessarily restrict its ability to substitute in as DIP lender.

Dignity is represented by:

     Susan G. Boswell, Esq.
     QUARLES & BRADY LLP
     One South Church Avenue, Suite 1700
     Tucson, AZ 85701
     Telephone: (520) 770-8713
     Facsimile: (520) 770-2222
     E-Mail: susan.boswell@quarles.com


          - and -

     Bennett L. Spiegel, Esq.
     Lori Sinanyan, Esq.
     Lance E. Miller, Esq.
     JONES DAY
     555 South Flower Street, 50th Floor
     Los Angeles, CA 90071
     Telephone: (213) 243-3939
     Facsimile: (213) 243-2539
     E-Mail: blspiegel@jonesday.com
             lsinanyan@jonesday.com
             lemiller@jonesday.com

The Final DIP Order provides that the liens and security interests
of Wells Fargo Bank National Association as Master Trustee and
Bond Trustee under a Bond Indenture, dated July 1, 2001, by and
between The Industrial Development Authority of the City of Casa
Grande and the Trustee, and a Loan Agreement, dated July 1, 2001,
by and between the IDA and Debtor and related documents, are not
altered by the DIP Financing and will be adequately protected, in
accordance with the terms and conditions of a Stipulated Interim
Order Authorizing Interim Use of Cash Collateral, entered by the
Court on Feb. 6, 2014.  The Bond Trustee has not objected to the
DIP Financing, and has consented to the Debtors' use of cash
collateral.

The DIP obligations are subject to a carve-out for payment of
statutory fees payable to the U.S. Trustee pursuant to 28 U.S.C.
Sec. 1930(a)(6) and, to the extent allowed by the Court,
professional fees and disbursements incurred by the Debtors or any
committee appointed pursuant to 11 U.S.C. Sec. 1102 prior to any
termination of the DIP Financing and within the authorized Budget.
The amount of the Carve-Out will be, for the week through and
including declaration of an Event of Default or termination of
funding under the DIP Financing Documents, the cumulative amounts
appearing in the Budget for professional fees and disbursements
less the cumulative amounts actually funded for payment of
professional fees and disbursements.

A copy of the Final DIP Order is available at no extra charge at:

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

            About Casa Grande Community Hospital

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

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

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

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

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

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

The Debtors have filed a Plan of Reorganization to effectuate the
sale of substantially all of their assets to Phoenix-based Banner
Health pursuant to a binding Asset Purchase Agreement dated Feb.
4, 2014.  The hearing on approval the Debtors' Disclosure
Statement is set for March 17, 2014, and the Debtors are working
toward a confirmation in May 2014.

Banner Health is also providing $6.2 million of DIP financing.

Banner Health is represented in the case by:

     Robert M. Charles, Jr., Esq.
     Susan M. Freeman, Esq.
     LEWIS ROCA ROTHGERBER LLP
     One South Church Avenue, Suite 700
     Tucson, AZ 85701-1611
     Tel: 520-629-4427
     Fax: 520-879-4705
     E-mail: rcharles@lrrlaw.com
             sfreeman@lrrlaw.com


CASA GRANDE HOSPITAL: Has Final Authority to Use Wells Fargo Cash
-----------------------------------------------------------------
Bankruptcy Judge Eileen W. Hollowell on March 3 gave her stamp of
approval on a Stipulated Final Order authorizing Regional Care
Services Corp., Casa Grande Community Hospital d/b/a Casa Grande
Regional Medical Center, Regional Care Physician's Group Inc., and
Casa Grande Regional Retirement Community, to use cash collateral
securing their obligations under these bond financing documents:

     (1) a Master Indenture of Trust dated July 1, 2001, by and
         between Casa Grande and Wells Fargo Bank, National
         Association, not individually, but as master trustee;

     (2) the "Obligations" in the form of promissory notes, made
         by Casa Grande pursuant to the Master Indenture;

     (3) a Bond Indenture, dated July 1, 2001, by and between the
         Industrial Development Authority of the City of Casa
         Grande and Wells Fargo Bank, National Association, not
         individually, but as bond trustee;

     (4) a Deed of Trust and Assignment of Rents with Security
         Agreement dated August 1, 2001, pursuant to which Casa
         Grande granted a lien on its interest in the "Casa
         Grande Hospital Site," all "Buildings and Improvements"
         thereon, all "Collateral," and all "Fixtures," and a
         security interest in the Casa Grande Hospital Revenues;

     (5) Hospital Revenue Refunding Bonds (Casa Grande Regional
         Medical Center), Series 2001A, issued pursuant to the
         Bond Indenture in the initial aggregate principal amount
         of $41,845,000;

     (6) Hospital Revenue Refunding Bonds (Casa Grande Regional
         Medical Center), Series 2001B issued pursuant to the
         Bond Indenture in the initial aggregate principal amount
         of $4,645,000;

     (7) Hospital Revenue Bonds (Casa Grande Regional Medical
         Center) Series 2002A issued pursuant to the Bond
         Indenture in the initial aggregate principal amount of
         $25,475,000; and

     (8) a Loan Agreement dated July 1, 2001, by and between the
         Authority and Casa Grande, pursuant to which Casa Grande
         covenanted to make payments at such times and in the
         amounts so as to provide for the payment of the principal
         of, premium, if any, and interest on the Bonds and any
         fees, costs and expenses related thereto.

Wells Fargo consented to the use of Cash Collateral.

The Bond Trustee will be granted Replacement Liens and Super-
Priority Administrative Claim as adequate protection for the
diminution in value of the collateral, subject to a carve-out for
(a) all budgeted and accrued but unpaid fees and expenses of the
attorneys, accountants or other professionals retained by the
Debtors and any statutory committee of unsecured creditors
appointed in the Chapter 11 case under section 327 or 1103(a) of
the Bankruptcy Code, allocable to the Debtors under and to the
extent set forth in the Budget and incurred prior to the delivery
of a Termination Notice; (b) Professional Fees and Expenses in the
amount of $50,000 incurred after delivery of a Termination Notice;
and (c) the payment of fees pursuant to 28 U.S.C. Sec. 1930 to the
extent related to the Debtors' Chapter 11 cases, provided that all
the fees and expenses will be subject to approval by a final Court
order.

The Stipulated Order was signed by Casa Grande Community Hospital,
Inc., et al., through their counsel, Kasey C. Nye, Esq.; and Wells
Fargo Bank, National Association, as trustee, through its counsel,
Nathan F. Coco, Esq.

A copy of the Stipulated Final Cash Collateral Order, together
with a 21-week cash flow forecast through the week ending June 29,
2014, is available at no extra charge at:

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

            About Casa Grande Community Hospital

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

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

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

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

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

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

The Debtors have filed a Plan of Reorganization to effectuate the
sale of substantially all of their assets to Phoenix-based Banner
Health pursuant to a binding Asset Purchase Agreement dated Feb.
4, 2014.  The hearing on approval the Debtors' Disclosure
Statement is set for March 17, 2014, and the Debtors are working
toward a confirmation in May 2014.

Banner Health is also providing $6.2 million of DIP financing.

Banner Health is represented in the case by Robert M. Charles,
Jr., Esq., and Susan M. Freeman, Esq., at Lewis Roca Rothgerber
LLP, as counsel.


CASA GRANDE HOSPITAL: Has Final OK to Use Cardinal Health Cash
--------------------------------------------------------------
Bankruptcy Judge Eileen W. Hollowell on March 3 approved, on a
final basis, the request of debtors Regional Care Services Corp.,
Casa Grande Community Hospital d/b/a Casa Grande Regional Medical
Center, Regional Care Physician's Group Inc., and Casa Grande
Regional Retirement Community, to use cash collateral, in which
affiliates and subsidiaries of Cardinal Health, Inc., assert an
interest.

The Cardinal Health entities include, without limitation, Cardinal
Health 110, LLC f/k/a Cardinal Health 110, Inc ("CH 110"),
Cardinal Health 411, Inc. ("CH 411"), Cardinal Health 200, LLC
("CH 200"), and Cardinal Health 414, LLC ("CH 414").

On December 12, 2008, Casa Grande submitted to Cardinal Health a
Credit Application.  In connection therewith, Casa Grande and
Cardinal Health entered into a Security Agreement.  Cardinal
Health asserts that it has security interests in, and liens on,
substantially all of the Debtors' assets (including proceeds) to
secure all obligations of Casa Grande to Cardinal Health then
existing or thereafter arising, including, without limitation, any
obligation of Casa Grande to CH 110, CH 411, CH 200, and/or CH
414.  Cardinal Health further asserts that it perfected its
interests by filing a UCC-1 Financing Statement with the Secretary
of State of Arizona on or about June 8, 2009.

Cardinal Health asserts that, as of the Petition Date, pursuant to
the terms and conditions of certain agreements entered into by and
between Casa Grande and CH 110, CH 411, CH 200, and CH 414, and as
a result of Casa Grande's failure to pay certain invoices for
goods and services provided by Cardinal Health to Casa Grande,
there was, and remains, due and owing from Casa Grande to Cardinal
Health the sum of $1,218,055.

"Cash Collateral", as defined by section 363(a) of the Bankruptcy
Code, includes post-petition proceeds, products, offspring, rents,
or profits of property and the fees, charges, accounts or other
payments for the use or occupancy of rooms and other public
facilities in hotels, motels, or other lodging properties, subject
to a security interest as provided in Section 552(b) of the
Bankruptcy Code, and as the term "proceeds" is described
in UCC Section 9-306.

Cardinal Health consents to the Debtors' use of its Cash
Collateral.

Pursuant to the Final Order, as security for, and solely to the
extent of, any diminution in the value of the Cardinal Health
Prepetition Collateral from and after the Petition Date, Cardinal
Health is granted a replacement perfected security interest in,
and replacement liens on all assets and property of the Debtors.

A copy of the Final Cash Collateral Order is available at no extra
charge at:

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

            About Casa Grande Community Hospital

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

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

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

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

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

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

The Debtors have filed a Plan of Reorganization to effectuate the
sale of substantially all of their assets to Phoenix-based Banner
Health pursuant to a binding Asset Purchase Agreement dated Feb.
4, 2014.  The hearing on approval the Debtors' Disclosure
Statement is set for March 17, 2014, and the Debtors are working
toward a confirmation in May 2014.

Banner Health is also providing $6.2 million of DIP financing.

Banner Health is represented in the case by Robert M. Charles,
Jr., Esq., and Susan M. Freeman, Esq., at Lewis Roca Rothgerber
LLP, as counsel.


CASA GRANDE HOSPITAL: U.S. Trustee Insists Ombudsman Necessary
--------------------------------------------------------------
The United States Trustee for the District of Arizona, Region 14,
believes a patient care ombudsman must be appointed in the Chapter
11 cases of Regional Care Services Corp., Casa Grande Community
Hospital d/b/a Casa Grande Regional Medical Center, Regional Care
Physician's Group Inc., and Casa Grande Regional Retirement
Community.  The U.S. Trustee said the Debtors' request to excuse
appointment of a Patient Care Ombudsman must be denied as the
Debtors have not carried their burden of proving that a patient
care ombudsman is unnecessary in the case.

The U.S. Trustee argued that Congress made a policy decision that
the presumption is to appoint a PCO absent, essentially, unusual
circumstances. The purpose is to protect patients' health and
rights, an important societal goal which can impact everyone.
Moreover, the cost of a PCO can be minimized; the fees of a PCO
are not akin to the commission-like fees of a Chapter 11 trustee,
and the Court is free to set a dollar limit on a PCO's fees.

The U.S. Trustee even noted that "One wonders why the Debtors wish
to spend substantial funds on litigating such an issue when the
cost to the estate might be as little as $20,000 or less,
especially given the important policy and societal goals at
stake?"

The U.S. Trustee also noted that the PCO is necessary even if the
Debtors already have a deal to sell the business to Banner Health.
The U.S. Trustee pointed out that Banner is not in control of the
Debtors' operations, and potentially might not ever be -- for
example: if the proposed sale to Banner falls through, the
Debtors' proposed plan is denied, a bidder besides Banner is
successful, etc.

"It is understood, of course, that the Debtors will argue that the
proposed sale to Banner is a "done deal" and that Banner will be
taking over the Debtors' operations in the near future, but if
that is the case, why have the Debtors filed a motion asking that
a break-up fee be paid to Banner," the U.S. Trustee noted.

The Debtors and Banner Health argue that the PCO is not needed.

The Debtors have argued that:

     -- they are moving toward exiting Chapter 11 in less than
        16 weeks though through a sale of their hospital system
        to Banner Health under a confirmed Chapter 11 Plan that
        the Debtors currently expect to pay creditors in full.

     -- they have obtained $6.2 million of DIP financing from
        Banner Health to insure adequate capital and liquidity
        to continue to deliver high quality patient care.

     -- The Banner Health transaction and bankruptcy have been
        structured in such a way as to provide assurance to the
        Debtors' employees, physician and other contract services
        (who collectively deliver the debtors' patient care),
        and vendors that they will be paid and have no reason
        not to continue to provide uninterrupted focused services
        throughout the Chapter 11 process.

     -- they already deliver high quality health care as measured
        by CMS Quality Core Measures and Hospital Co and Hospital
        Consumer Assessment of Healthcare Providers and Health
        Systems and reported through Healthgrades.

     -- the quality of the care provided by the Debtors is and
        will continue to be regulated and monitored by the state,
        federal government and private regulatory agencies/

     -- they have robust internal policies and procedures to
        insure the delivery of quality healthcare.

            About Casa Grande Community Hospital

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

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

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

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

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

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

The Debtors have filed a Plan of Reorganization to effectuate the
sale of substantially all of their assets to Phoenix-based Banner
Health pursuant to a binding Asset Purchase Agreement dated Feb.
4, 2014.  The hearing on approval the Debtors' Disclosure
Statement is set for March 17, 2014, and the Debtors are working
toward a confirmation in May 2014.

Banner Health is also providing $6.2 million of DIP financing.

Banner Health is represented in the case by Robert M. Charles,
Jr., Esq., and Susan M. Freeman, Esq., at Lewis Roca Rothgerber
LLP, as counsel.


CASH STORE: Hires Chief Compliance and Regulatory Affairs Officer
-----------------------------------------------------------------
The Cash Store Financial Inc. has created the position of Chief
Compliance and Regulatory Affairs Officer.  The CCRO reports
directly to the special committee of independent directors, which
was appointed to review and respond to regulatory developments in
Ontario and to evaluate strategic alternatives.

Cash Store Financial is pleased to announce that it has engaged
Michele McCarthy to act as CCRO and to fulfill the mandate.  Ms.
McCarthy is an experienced senior executive with experience in
numerous roles with global financial services companies.  She has
previously had mandates which included Chief Legal Officer, Chief
Privacy Officer, and Chair of the Board of Directors at
significant public and private corporations.

The mandate of the CCRO will include the following
responsibilities:

   * Ensure that the Company and its affiliates are in compliance
     with all federal and provincial legislation, regulations and
     regulatory directives;

   * Ensure that all documents used in the business of the Cash
     Store Group are compliant with Governing Legislation;

   * Develop procedures to identify, assess and communicate
     internally any changes or proposed changes to Governing
     Legislation;

   * Foster a constructive relationship between the Cash Store
     Group and its regulators; and

   * Oversee and assist business units within the Cash Store Group
     in the resolution of compliance issues.

Cash Store Financial further announces that it is engaging in
ongoing discussions with its Ontario regulator in an effort to
address the regulator's concerns regarding the issuance of a
lender loan license to the Company and its subsidiaries under the
Payday Loans Act, 2008.  Ms. McCarthy will lead these discussions
in her role as CCRO while the Special Committee continues its
review of strategic alternatives.

                    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. 8, 2013 edition of the TCR, Standard &
Poor's Ratings Services lowered its issuer credit rating on Cash
Store Financial (CSF) to 'CCC+' from 'B-'.  The outlook is
negative.

"The downgrades follow a proposal by the payday loan registrar in
Ontario to revoke CSF's payday lending licenses and CSF's
announcement that it has discontinued its payday loan product in
the region," said Standard & Poor's credit analyst Igor Koyfman.
The company's businesses in Ontario, which account for
approximately one-third of its store count, will begin offering a
new line of credit product to its customers.  S&P believes this is
to offset the loss of its payday lending product; however, this is
a relatively new product, and S&P believes that it will be
challenging for the company to replace its lost earnings from the
payday loan product.  S&P also believes that the registrar's
proposal could lead to similar actions in other territories.

As reported by the TCR on Feb. 21, 2014, Moody's Investors Service
downgraded the Corporate Family 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.


CELL THERAPEUTICS: NICE Publishes Final Guidance on PIXUVRI(R)
--------------------------------------------------------------
Cell Therapeutics, Inc. reported that the National Institute for
Health and Care Excellence (NICE), the independent body
responsible for driving improvement and excellence in the health
and social care system in the UK, has published final guidance
recommending prescription of PIXUVRI(R) (pixantrone) as a cost-
effective monotherapy for the treatment of adult patients with
multiply relapsed or refractory aggressive B-cell non-Hodgkin
lymphoma (aggressive B-cell NHL), which includes diffuse large B-
cell lymphoma. CTI estimates that there are approximately 1,600 to
1,800 people in the UK diagnosed with multiply relapsed aggressive
B-cell NHL per year.

"NICE's final guidance on PIXUVRI means that physicians in England
and Wales now have access to the only approved therapy for their
patients with aggressive B-cell NHL in the third- and fourth-line
salvage setting," James A. Bianco, M.D., president and chief
executive officer of CTI.  "We hope the NHS commissioners will
recognize the lack of suitable treatment options that exist for
patients at this stage of the disease and list PIXUVRI on hospital
formularies as soon as possible."

The final guidance determines PIXUVRI cost effective and
recommends prescription of PIXUVRI as an option for certain people
with histologically confirmed aggressive B-cell NHL, who have
previously received rituximab and are receiving PIXUVRI as a
third- or fourth-line treatment, for as long as CTI makes the
Patient Access Scheme (PAS) available.  The PAS is a confidential
pricing and access agreement with the United Kingdom's Department
of Health.

Publication of the final guidance by NICE follows the final
appraisal determination, or FAD, that was issued in January 2014.
Now that the final guidance is published, the NHS is expected to
implement it within 90 days.  CTI expects to officially launch
PIXUVRI in England and Wales this spring, after the FAD has been
largely implemented.  For more information on NICE's final
guidance, go to www.pixuvri.eu.

                        About Cell Therapeutics

Headquartered in Seattle, Washington, Cell Therapeutics, Inc.
(NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is
a biopharmaceutical company committed to developing an integrated
portfolio of oncology products aimed at making cancer more
treatable.

The Company's balance sheet at Sept. 30, 2013, showed
$47.23 million in total assets, $33.39 million in total
liabilities, $13.46 million in common stock purchase warrants, and
$387,000 in total shareholders' equity.

                           Going Concern

The Company's independent registered public accounting firm
included an explanatory paragraph in its reports on the Company's
consolidated financial statements for each of the years ended
Dec. 31, 2007, through Dec. 31, 2011, regarding their substantial
doubt as to the Company's ability to continue as a going concern.
Although the Company's independent registered public accounting
firm removed this going concern explanatory paragraph in its
report on the Company's Dec. 31, 2012, consolidated financial
statements, the Company expects to continue to need to raise
additional financing to fund its operations and satisfy
obligations as they become due.

"The inclusion of a going concern explanatory paragraph in future
years may negatively impact the trading price of our common stock
and make it more difficult, time consuming or expensive to obtain
necessary financing, and we cannot guarantee that we will not
receive such an explanatory paragraph in the future," the Company
said in its quarterly report for the period ended Sept. 30, 2013.

The Company added that it may not be able to maintain its listings
on The NASDAQ Capital Market and the Mercato Telematico Azionario
stock market in Italy, or the MTA, or trading on these exchanges
may otherwise be halted or suspended, which may make it more
difficult for investors to sell shares of the Company's common
stock.

                         Bankruptcy Warning

"We have acquired or licensed intellectual property from third
parties, including patent applications relating to intellectual
property for pacritinib, PIXUVRI, tosedostat, and brostallicin.
We have also licensed the intellectual property for our drug
delivery technology relating to Opaxio which uses polymers that
are linked to drugs, known as polymer-drug conjugates.  Some of
our product development programs depend on our ability to maintain
rights under these licenses.  Each licensor has the power to
terminate its agreement with us if we fail to meet our obligations
under these licenses.  We may not be able to meet our obligations
under these licenses.  If we default under any license agreement,
we may lose our right to market and sell any products based on the
licensed technology and may be forced to cease operations,
liquidate our assets and possibly seek bankruptcy protection.
Bankruptcy may result in the termination of agreements pursuant to
which we license certain intellectual property rights," the
Company said in its Form 10-Q for the period ended Sept. 30, 2013.


CENTRAL STATES NATURAL: Case Summary & Top Unsecured Creditors
--------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy cases:

     Debtor                                Case No.
     ------                                --------
     Central States Natural Gas, LLC       14-03081
     10380 E. Cortez Drive
     Scottsdale, AZ 85260

     Central States Energy, LLC            14-03080
     10380 E. Cortez Drive
     Scottsdale, AZ 85260

Chapter 11 Petition Date: March 9, 2014

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Hon. George B. Nielsen Jr. oversees Case No. 14-03081
       Hon. Randolph J. Haines oversees Case No. 14-03080

Debtors' Counsel: John R. Clemency, Esq.
                  GALLAGHER & KENNEDY PA
                  2575 East Camelback Road, Suite 1100
                  Phoenix, AZ 85016
                  Tel: 602-530-8040
                  Email: john.clemency@gknet.com

                              Estimated      Estimated
                                Assets      Liabilities
                              ----------    -----------
Central States Natural Gas    $1MM-$10MM    $0-$50,000
Central States Energy         $0-$50,000    $50,000-$100,000

The petitions were signed by Sheryl D. Osborn, manager/member.

A list of Central States Natural Gas's 20 largest unsecured
creditors is available for free at:

     http://bankrupt.com/misc/azb14-3081.pdf

A list of Central States Energy's 20 largest unsecured creditors
is available for free at:

     http://bankrupt.com/misc/azb14-3080.pdf


CHRYSLER GROUP: Rejected by Court in Tax-Refund Quest
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Chrysler Group LLC, the Fiat SpA-controlled entity
that bought the carmaker in a Chapter 11 sale, couldn't get a New
York bankruptcy court's help in its bid to recover an alleged $50
million overpayment of state unemployment insurance premiums.

According to the report, Michigan, Illinois and Indiana base an
employer's unemployment insurance taxes on the number of claims
the company was responsible for causing in the three preceding
years. When a buyer takes over a business, the successor is
saddled with the so-called experience rating of the former owner.

Chrysler Group, or New Chrysler, asked a bankruptcy court to
declare that the sale-approval order barred the states from using
the so-called experience rating of the old Chrysler, or Old Carco
LLC, the report related.  New Chrysler said the sale order didn't
make it a successor. The order also allegedly gave New Chrysler
the business "free and clear" of such claims.

U.S. Bankruptcy Judge Stuart Bernstein never reached the question
of what the tax rate should be, the report further related.  In an
opinion, he said the federal Tax Injunction Act deprived him of
the authority to decide the dispute.

That statute bars a federal court from preventing the collection
of state taxes so long as there is a "speedy and efficient" state-
court procedure to challenge the levy, the judge said, according
to the report.  Mr. Rochelle noted that Judge Bernstein parted
ways with two bankruptcy judges who have said the act didn't
preclude them from interpreting their own prior orders.

                       About Chrysler Group

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

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

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

In January 2014, the American car manufacturer officially became
100% Italian when Fiat Spa completed its deal to purchase the 40%
it did not already own of Chrysler.  Fiat has shared ownership of
Chrysler with the health care fund of the United Automobile
Workers unions since Chrysler emerged from bankruptcy in 209.

                           *     *     *

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


COMMUNITY FIRST: Posts $1.7 Million Net Income in 2013
------------------------------------------------------
Community First, Inc., reported net income of $1.72 million on
$17.44 million of total interest income for the year ended
Dec. 31, 2013, as compared with net income of $3.04 million on
$22.72 million of total interest income for the year ended
Dec. 31, 2012.

As of Dec. 31, 2013, the Company had $448.44 million in total
assets, $439.82 million in total liabilities and $8.61 million in
total shareholders' equity.

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

                        http://is.gd/kttfFP

                       About Community First

Columbia, Tenn.-based Community First, Inc., is a registered bank
holding company under the Bank Holding Company Act of 1956, as
amended, and became so upon the acquisition of all the voting
shares of Community First Bank & Trust on Aug. 30, 2002.  The Bank
conducts substantially all of its banking activities in Maury,
Williamson and Hickman Counties, in Tennessee.

                          Written Agreement

On March 14, 2013, the Bank entered into a written agreement with
the Tennessee Department of Financial Institutions, the terms of
which are substantially the same as those of the Consent Order,
including as to required minimum levels of capital the Bank must
maintain.

The Bank's Tier 1 capital to Average Assets as of December 31,
2013 was below those that the Bank agreed to achieve under the
terms of the Consent Order.  Based on December 31, 2013 levels of
average assets and risk-weighted assets, the required amount of
additional Tier 1 capital necessary for the Bank to meet the
requirements of the Consent Order was approximately $386.  As a
result of entering into the Consent Order, the Bank is subject to
additional limitations on its operations including accepting,
rolling over, or renewing brokered deposits, which could adversely
affect the Bank's liquidity and/or operating results.  By virtue
of entering into the Consent Order, the Bank is also limited from
paying deposit rates above national rate caps published weekly by
the FDIC, unless the Bank is determined to be operating in a high-
rate market area.  On December 1, 2011, the Bank received
notification from the FDIC that it is operating in a high-rate
environment, which allows the Bank to pay rates higher than the
national rate caps, but continues to limit the Bank to rates that
do not exceed the prevailing rate in the Bank's market by more
than 75 basis points.  The Bank is also limited, as a result of
its condition, in its ability to pay severance payments to its
employees and must receive the consent of the FDIC and the
Department to appoint new officers or directors.

"As of December 31, 2013, we believe that the Bank is in
compliance with all provisions of the Consent Order that were
required to be completed by December 31, 2013, with the exception
of attaining the Tier I capital to average assets ratio required
by the Consent Order.  In accordance with the terms of the Consent
Order, management has submitted a capital plan with the objective
of attaining the capital ratios required by the Consent Order.
The FDIC has accepted the capital plan.  In addition to the
capital plan, all other plans required by the Consent Order have
been prepared and submitted to the FDIC and have been accepted by
the FDIC," the Company said in the annual report for the year
ended Dec. 31, 2013.


CORELOGIC INC: S&P Revises Outlook to Stable & Affirms 'BB' CCR
---------------------------------------------------------------
Standard & Poor's Ratings Services said it revised the outlook on
CoreLogic Inc. to stable from positive and affirmed the 'BB'
corporate credit rating.

"The rating on CoreLogic incorporates our expectation that
CoreLogic's leadership position in mortgage processing markets and
focus on reducing costs will support consistent profitability,
partly offset by the company's financial institution client
concentration and our expectation for a moderation of U.S.
mortgage originations on a year-over-year basis over the coming 12
months," said Standard & Poor's credit analyst John Moore.

The company's recurring revenues in its analytics business also
support the rating.  These all result in S&P's "fair" business
risk score.  The rating also reflects S&P's view that leverage
will remain in the 3x area over the coming 12 months, compared to
S&P's prior expectation that leverage would subside below 3x,
resulting in S&P's revising its financial risk assessment to
"significant" from its prior assessment of "intermediate."

The outlook is stable, reflecting the company's recurring revenues
from data analytics, partially offset by its cyclical volatility
in the mortgage origination processing market.

Given CoreLogic's plans to reduce debt over the coming year, a
downgrade is unlikely.  However, S&P could lower the rating if the
company were to adopt more aggressive financial policies than S&P
anticipates, such that leverage were to be sustained in the high
3x area.

S&P could raise the rating if the company is able to maintain its
moderate financial policy, earnings stability through mortgage
origination cycles, and leverage of less than 3.0x on a sustained
basis.


DEMAR JONKIN: 12,000+ Pairs of Shoes to Be Auctioned Off Thursday
-----------------------------------------------------------------
Marc A. Pergament, Esq., Chapter 7 Trustee of Demar Jonkin Inc.,
aka Wantagh Bootery, will hold an auction this Thursday, March 13,
beginning at 11:00 a.m., to sell 12,000+ pairs of brand name
footware, and fully stocked retail shoe store.  The auction will
be held at 1358 Wantagh Ave., Wantagh, New York.

Assets for sale include children's, women's and men's shoes,
boots, sneakers, sandals by Sketchers, New Balance, Keds, Reebok,
Hush Puppies, Sperry, Geox, Lellikelly, Robeez, Roxi, SAS,
Saucony, Stride Rite, as well as store fixtures, shelving,
supplies, displays, and warehouse equipment.

Prospective bidders may inspect the items at 9:00 a.m. Thursday.

Bidders must submit a 25% deposit in cash or bank check.

Demar Jonkin, Inc., aka Wantagh Bootery, filed a pro se Chapter 11
petition (Bankr. E.D.N.Y. Case No. 13-75421) on Oct. 25, 2013,
listing under $50,000 in assets and $500,001 to $1 million in
liabilities.  Judge Alan S. Trust presides over the case.

A copy of the petition is available at no extra charge at
http://bankrupt.com/misc/nyeb13-75421.pdf

A Meeting of Creditors under 11 U.S.C. Sec. 341(a) was scheduled
for Dec. 6, 2013.

The case was later converted to Chapter 7.


DETROIT, MI: Bankruptcy Court Disbands Creditors' Committee
-----------------------------------------------------------
Judge Steven Rhodes of the U.S. Bankruptcy Code for the Eastern
District of Michigan, Southern Division, granted the City of
Detroit's motion for entry of an order vacating the appointment of
an official committee of unsecured creditors.

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.

The U.S. Trustee and the Committee asserted that because Section
901 incorporates Section 1102 into Chapter 9 without excluding any
particular subsections of Section 1102, and the language of
Section 1102(a)(1) is mandatory, the U.S. Trustee was statutorily
required to appoint the Committee after the Court entered the
order for relief under Chapter 9.

The City disputed this position and argued that the U.S. Trustee's
authority to appoint a committee under Section 1102(a)(1) is
discretionary in Chapter 9.  Moreover, the City argued, the U.S.
Trustee abused its discretion by appointing the Committee because
the Committee would add little value to the case, particularly
given the advanced stage of the proceedings.

Judge Rhodes, in a 13-page opinion, concluded that Section
1102(a)(1) of the Bankruptcy Code, on which the U.S. Trustee
relied in appointing the Committee, does not apply in a Chapter 9
case.  In the alternative, the Court concluded that it has the
discretion under Section 105(a) to disband the Committee.
Finally, the Court concluded that because of the lack of value of
the Committee in the City's Chapter 9 case and the likely
substantial costs for the fees of the professionals of the
Committee, that discretion should be exercised in this case.
Accordingly, Judge Rhodes granted the motion to vacate the
appointment of the Committee and the Committee is disbanded.

In determining that Section 1102(a)(1) is not applicable in a
Chapter 9 case, Judge Rhodes relied on the inclusion of the phrase
in subsection (a)(1), "as soon as practicable after the order for
relief under chapter 11 of this title."  This language, according
to Judge Rhodes, compels the conclusion that Section 1102(a)(1)
applies only to chapter 11 cases.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
pointed out that Judge Rhodes admitted that committees were
appointed in two other municipal bankruptcies.  He said there is
no indication that the judges in those cases examined the statute
to determine if there was power to name a committee.

In line with the disbandment of the Committee, Judge Rhodes denied
the Committee's applications to retain Morrison & Foerster LLP as
attorneys, and Steinberg Shapiro & Clark, as co-counsel for the
Committee.

                 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.


DEWEY & LEBOEUF: Challenge Lies in Linking Leaders to Fraud
-----------------------------------------------------------
Peter J. Henning, writing for The New York Times' DealBook,
reported that the challenge in the criminal charges filed by New
York prosecutors against four former executives of fallen firm
Dewey & LeBoeuf is for the government to find enough evidence to
link the law firm's executives to accusations that accounting
tricks were used to cover up a deteriorating financial position.

The criminal charges were filed against Steven H. Davis, former
chairman of Dewey & LeBoeuf; Stephen DiCarmine, the firm's former
executive director; Joel Sanders, the former chief financial
officer; and Zachary Warren, a low-level employee who, according
to the DealBook, seems to have been included merely because of an
email in which he wrote "Nice work dude" about one of the
accounting maneuvers.  Law360, citing experts, said Warren's
inclusion in the indictment serves as a cautionary tale for any
BigLaw employees who feel shielded from liability for the actions
of their lawyer bosses.

The 106-count indictment accuses the Dewey leadership of
mischaracterizing assets to deal with declining revenue that put
it in danger of violating the terms of crushing bank debt taken on
as part of a 2007 merger, the DealBook related.  The main charges
against the individuals involve grand larceny and falsifying
business records to deceive Dewey's bank lenders and 13 insurance
companies that bought $150 million in bonds the firm issued in
2010.

The DealBook pointed out that the recent turn of events describe
actions that sound quite similar to the events that led to the
collapse of Enron and Worldcom a decade ago.  Proving larceny
under New York law requires showing that the defendant acted with
specific intent to steal property with a value of over $1 million,
the DealBook said, which means the prosecution must show more than
just recklessness, but an awareness that the accounting
misstatements were designed to deprive the victims of their money.

The Securities and Exchange Commission also filed civil fraud
charges against Mr. Davis, Mr. DiCarmine and Mr. Sanders, as well
as two other members of the firm's finance office. Curiously, the
S.E.C. did not name Mr. Warren as a defendant.

         Employers of Indicted Execs Face Repuation Risks

Law360, citing experts, reported that employers that hired two of
the former Dewey executives charged with misrepresenting the
bankrupt firm's finances aren't likely to face liability related
to the criminal charges, but they could very well suffer damage to
their reputations despite their efforts to mitigate the harm.

Law360 pointed out that the criminal allegations against the
former Dewey executives will likely send some BigLaw leaders
running to the ledgers to ensure their own accounting can
withstand the closest scrutiny, the experts said.  Law360 noted
that high-profile attorneys have been criminally charged and
jailed over financial crimes in the past.  Law360 also pointed out
that the unprecedented accusation that the former leadership at
Dewey lied about the now-defunct firm's financial health could
yield a relatively basic accounting fraud trial, but the
defendants could implement some not-so-basic strategies to emerge
victorious.

In relation to Dewey's bankruptcy case, experts told Law360 that
the criminal charges are "music to the ears of parties bent on
clawing back certain executives' compensation and pursuing new
claims related to Dewey's spectacular downfall."  Law360 recalled
that the liquidation trust set up under the firm's bankruptcy
proceeding, charged with recovering as much as possible from
potentially fraudulent transactions that occurred before the firm
officially went under, sued in November two of the executives who
were targeted by the prosecutors.

According to Law360, former Dewey partners looked on with a
mixture of sadness, vindication and even embarrassment as top
executives at the fallen firm were charged with fraud, with some
telling Law360 that, in retrospect, there were plenty of warning
signs along the road to ruin.  The former Dewey partners gave
their on the condition that their names not be used, Law360 said.

        Former Execs Tap White Collar Pros for Defense

Three of the former Dewey executives facing criminal and civil
charges have turned to an experienced team of white collar and
civil defense attorneys, including one known for his longtime
representation of film director Woody Allen, Law360 pointed out.

Elkan Abramowitz, a partner with Morvillo Abramowitz Grand Iason &
Anello PC who counts Allen and former New York Mayor David Dinkins
among his past clients, will lead a team on behalf of Steven
Davis.

The DealBook pointed out that unlike many corporate prosecutions
in which the company pays for the lawyers, Dewey's bankruptcy
means the defendants will be largely on their own when it comes to
paying for their defense, as the firm's insurance policy has been
depleted.  It would not be surprising to see if a deal is made
with one of the other defendants in the case as the financial
pressure builds to fight the charges, the DealBook further pointed
out.

                      About Dewey & LeBoeuf

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

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

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

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

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

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

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

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

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

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


DOLPHIN KMG: Hampton Court Apartments to Be Sold Today
------------------------------------------------------
The Hampton Court Apartment Complex, at 307-311 Dolphin St., in
Baltimore, Maryland, will be auctioned off today.  The property
consists of 28 residential units and one commercial/retail unit.

The Project will be sold to the highest bidder, in the entirety as
one bid, "AS IS, WHERE IS" with all faults and no representations
or warranties, expressed or implied, and subject to the terms and
conditions of the Sale Order entered by the Court.

The local assisting broker is:

     Tony Casalena
     Tel: 443-552-0223
     E-mail: tony.casalena@svn.com

The live auction will be conducted March 11 commencing at 11:30
a.m. Eastern Prevailing Time at 400 East Pratt St., 8th Floor,
Baltimore, MD 21202. The final sale hearing will be conducted
following the Auction.

Dolphin KMG 1124 LLC, owner of the apartment complex, is a debtor
in the bankruptcy Case No. 13-19514 (Bankr. D. Md.).


ECO BUILDING: Issues 19,000 Preferred Shares to Steve Conboy
------------------------------------------------------------
Eco Building Products, Inc., issued an aggregate of 19,000 shares
of Series A Preferred Stock, par value $0.001 per share, to Mr.
Steve Conboy in consideration for services rendered to the
Company, including for and as incentive to continue to assist and
provide services to the Company.  He now holds 30,000 shares of
Series A Preferred Stock.

As a holder of outstanding shares of Series A Preferred Stock, Mr.
Conboy is entitled to 100,000 votes for each share of Series A
Preferred Stock held on the record date for the determination of
stockholders entitled to vote at each meeting of stockholders of
the Company.

On Feb. 20, 2013, Eco Building Products, Inc., filed a Restated
and Amended Articles of Incorporation with the Secretary of State
of Colorado to reflect all of the corporate actions taken prior to
that date.  All of those corporate actions have been previously
disclosed in the Company's periodic and current reports.  No other
corporate actions are reflected in the Restatement.

A copy of the Restated and Amended Articles of Incorporation dated
Feb. 20, 2014, is available for free at http://is.gd/W2FHKk

                         About Eco Building

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

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

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

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


EDGENET INC: Hearing Today on Bid to File Schedules Under Seal
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing today, March 11, 2014, at 11:00 a.m., to
consider Edgenet, Inc., et al.'s motion to file under seal certain
portions of their schedules and statement of financial affairs.

The Debtors filed redacted copies of their schedules and statement
of financial affairs.  The Debtors said it is important that the
seal motion be considered as soon as possible so that the Debtors
may remain compliant with their obligations under the Bankruptcy
Code while continuing to uphold their fiduciary obligations to the
estates and their creditors.

Edgenet Holding Corporation filed on Feb. 28 its schedules of
assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property                    $0
  C. Property Claimed As
     Exempt
  D. Creditors Holding
     Secured Claims                               $18,418,191
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-Priority
     Claims                                                $0
                                 -----------      -----------
        Total                             $0      $18,418,191

A copy of the schedules is available for free at:

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

                         About Edgenet Inc.

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

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

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

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

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

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


ELBIT IMAGING: Extraordinary General Meeting Set on March 13
------------------------------------------------------------
Elbit Imaging Ltd. will hold an extraordinary general meeting of
shareholders scheduled to take place on Thursday, March 13, 2014,
at 11:00 a.m. (Israel time), at the offices of the Company,
located at 5 Kinneret Street, 32nd Floor, Bnei-Brak, Israel.  The
proxy statement describing the agenda and the form of proxy card
for use by shareholders that cannot attend the Meeting in person
were filed electronically today on Form 6-K with the Securities
and Exchange Commission and is available on the SEC's EDGAR Web
site.  The record date for the Meeting is March 4, 2014.

The agenda of the Meeting is to elect up to seven members of the
Company's Board of Directors, in place of the current directors
who are not external directors.  The Company's external directors,
Mr. Zvi Tropp and Mrs. Elina Frenkel Ronen, will continue to serve
their respective three-year terms.  The following eight
individuals have been nominated by shareholders holding at least
one percent (1%) of the Company's voting power: Alon Bachar,
Eliezer Avraham Brender, Ron Hadassi, Shlomo Kelsi, Yoav Kfir,
Boaz Lifschitz, Nadav Livni and Shlomo Nass.

The election of each Nominee requires the approval of a simple
majority of the shares voted on the matter.  If more than seven
Nominees are duly approved, the seven Nominees receiving the
highest number of affirmative votes will be elected.

In accordance with the ruling issued by the Tel Aviv-Jaffa
District Court on Feb. 12, 2014, and as more fully discussed in
the Previous Announcement, proxy statements describing the
proposal on the agenda and proxy cards for use by shareholders
that cannot attend the meeting in person will not be mailed to
shareholders.  Each shareholder who is unable to attend the
meeting in person will be required to print, complete, date and
sign the proxy card and deliver it to the Company as described in
the proxy statement.  Any shareholder who holds ordinary shares in
"street name" will be required to contact the broker and receive a
proxy to vote the shares on behalf of the broker as well as a
statement from such broker that it did not vote such shares, and
return such proxy and statement along with their proxy card to the
Company as described in the proxy statement.  The voting of shares
held through a member of the Tel Aviv Stock Exchange Clearinghouse
will follow customary Israeli procedures.

                     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.


ENOVA SYSTEMS: To Sell GBP 150,000 Worth of Common Shares
---------------------------------------------------------
Enova Systems, Inc., on Feb. 23, 2014, entered into Subscription
Agreements with various offshore investors to sell approximately
GBP 150,000 in gross proceeds by a private subscription of
19,999,998 common shares to be newly issued on the Alternative
Investment Market of the London Stock Exchange.  The common shares
will be issued at a price of 0.0075 pence (approximately US$0.01
per share) to certain eligible offshore investors.  In connection
with the Subscription, Enova entered into an Agreement for the
Provision of Receiving Agent Services  with Daniel Stewart &
Company PLC (UK) for receiving agent services.  Daniel Stewart
presently serves as the Nominated Adviser for the listing of
Enova's common shares on the AIM Exchange.

The newly issued common shares for the Subscription will be issued
in three tranches.  Consideration for the first tranche of
GBP49,999 will be remitted to the Company and 6,666,666 common
shares will be allotted to investors on Feb. 27, 2014.
Consideration for the second tranche of GBP49,999 will be remitted
to the Company and 6,666,666 common shares will be allotted to
investors on March 5, 2014.  Consideration for the third tranche
of GBP49,999 will be remitted to the Company and 6,666,666 common
shares will be allotted to investors on March 19, 2014.

Daniel Stewart will receive an introducing agent's fee of up to
10 percent of the aggregate funds raised pursuant to the
subscription in addition to reimbursement of expenses.  Factoring
in other expenses of the offering, Enova will receive GBP 134,000
(approximately US$221,100) in net proceeds.

                       About Enova Systems

Torrance, Calif.-based Enova Systems, Inc., engages in the
development, design and production of proprietary, power train
systems and related components for electric and hybrid electric
buses and medium and heavy duty commercial vehicles.

In its report on the consolidated financial statements for the
year ended Dec. 31, 2012, PMB Helin Donovan, LLP, in San
Francisco, California, expressed substantial doubt about Enova
Systems' ability to continue as a going concern, citing the
Company's significant recurring losses and accumulated deficit.

The Company reported a net loss of $8.2 million on $1.1 million of
revenues in 2012, compared with a net loss of $7.0 million on
$6.6 million of revenues in 2011.

As of Sept. 30, 2013, the Company had $2.22 million in total
assets, $5.94 million in total liabilities and a $3.72 million
total stockholders' deficit.

                         Bankruptcy warning

On Dec. 12, 2012, a judgment was entered by the United States
District Court Northern District of Illinois in favor of Arens
Controls Company, L.L.C., in the amount of $2,014,169 regarding
claims for two counts.  In 2008, Arens Controls Company, L.L.C.
filed claims against Enova with the United States District Court
Northern District of Illinois.  A Partial Settlement Agreement, as
amended on Jan. 14, 2011, resolved certain claims made by Arens.
However, the claims were preserved under two remaining counts
concerning (i) anticipatory breach of contract by Enova for
certain purchase orders that resulted in lost profit  to Arens and
(ii) reimbursement for engineering and capital equipment costs
incurred by Arens exclusively for the fulfillment of certain
purchase orders received from Enova.

The Company filed a notice of appeal on Jan. 15, 2013.  The
Company believes the court committed errors leading to the verdict
and judgment, and the Company is evaluating its options on appeal.

"However, there can be no assurance that the appeal will be
successful or a negotiated settlement can be attained or that
Arens will assert its claim in the state of California, and
thereby cause the Company to go into bankruptcy," the Company said
in its quarterly report for the period ended March 31, 2013.


ESSENTIAL POWER: S&P Lowers Rating to 'BB-' & Removes From Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its rating on
Essential Power LLC to 'BB-' from 'BB'.  S&P also removed the
rating from CreditWatch with negative implications.  The '2'
recovery rating on the first-lien facilities is unchanged.  The
outlook is stable.

Essential will redeem the $66.3 million second-lien notes.
Essential (and holding company Essential Power Holdings LLC) is a
ring-fenced, special-purpose entity that owns 1,721 megawatts (MW)
of nominal generation capacity spread among gas-fired, fossil-
fueled, and hydroelectric assets in the Pennsylvania-New Jersey-
Maryland (PJM) Interconnection and the Independent System
Operator-New England (ISO-NE) regions.

In late 2013, the project announced that due to natural gas supply
constraints into the New England power market the heat rate call
option hedges that were put into place to support its Newington
plant for 2013 through 2016 had been adversely affected, and would
be neutralized.

The financing plan will include:

   -- Equity support to fund the vast majority of costs to offset
      the existing hedge agreements;

   -- An energy gross margin floor at Newington to replace the
      HRCOs; and

   -- Support to partially fund the full redemption of the $66.3
      million second-lien notes.

"As a result of the HRCO losses, the debt balance is about $75
million higher than previous estimates, and the pay-down lag will
continue through the end of the debt's term," said Standard &
Poor's credit analyst Rubina Zaidi.

This lag, as well as S&P's view that management was slow to
respond when confronted with rising basis risk, are factors that
led to the lower rating.  However, S&P thinks the sponsor support
and the energy gross margin floor at Newington are positive.  The
term loan matures in 2019 and the revolving credit facility
matures in 2017.

S&P's 'BB-' ratings reflect cash flow generation from mostly
natural gas-fired assets and some hydro and kerosene-fired assets.
More than 50% of the portfolio's gross margin through the debt's
term will come from commodity hedges and offtake agreements with
investment-grade counterparties, the Newington gross margin floor,
and fixed capacity payments, which S&P views as having better cash
flow than merchant revenues.

The stable rating outlook reflects S&P's expectations that the
project's relatively stable revenue streams (the PPA, hedges, and
capacity payments) will allow for deleveraging over the loan's
tenor, to about $210 per kW when the loan matures in 2019.  A
ratings upgrade in the near term is unlikely given the pay-down
lag resulting from the HRCO losses, the limited asset diversity,
the plants' age, and the project's exposure to merchant power
revenue.  However, S&P would consider an upgrade if refinancing
risk decreases to below $150 per kW.

RATINGS LIST

Ratings Lowered; Off Watch
                                To            From
Essential Power LLC
$565 mil sr secured term loan   BB-/Stable    BB/Watch Neg
Recovery rating                 2

$100 mil sr secured credit fac  BB-/Stable    BB/Watch Neg
Recovery rating                 2

$205 mil second-lien notes      BB-/Stable    BB/Watch Neg
Recovery rating                 6


EVENT RENTALS: Section 341(a) Meeting Slated for March 25
---------------------------------------------------------
Roberta A. DeAngelis, U.S. Trustee for Region 3, will convene
a meeting of creditors of Event Rentals Inc. and its debtor-
affiliates on March 25, 2014 at 9:30 a.m. (Prevailing Eastern
Time), at the J. Caleb Boggs Federal Building, 844 King Street,
Room 2112 in 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.

                         About Event Rentals

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

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

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

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

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

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

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

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

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

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
creditors to serve on the Official Committee of Unsecured
Creditors for the Debtors' Chapter 11 cases.


EVENT RENTALS: Can't File Schedules and Statements Until March 24
-----------------------------------------------------------------
Event Rentals Inc. and its debtor-affiliates ask the Hon. Peter J.
Walsh of the U.S. Bankruptcy Court for the District of Delaware to
further extend the deadline to file their schedules of assets and
liabilities, and statements of financial affairs until March 24,
2014.

According to the Debtors, due to the complexity of their
businesses, the number of debtor entities, and the breadth of
the their financial and contractual arrangements, the Debtors
will be unable to complete their schedules and statements by the
current schedules deadline.  At this time, the Debtors say they
estimate that a modest extension of the schedules deadline will
provide sufficient time for them to prepare and file the schedules
and statements.

The Debtors' request is on the Court's calendar for April 16,
2014, at 2:00 p.m.  Objections, if any, must be filed no later
than 4:00 p.m., on March 24, 2014.

                         About Event Rentals

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

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

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

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

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

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

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

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

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

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
creditors to serve on the Official Committee of Unsecured
Creditors for the Debtors' Chapter 11 cases.


FIRST DATA: Inks Advisory Agreement with Vice Chairman
------------------------------------------------------
First Data Corporation and Edward A. Labry III, the vice chairman
of the Company, entered into an advisory agreement, dated as of
Feb. 18, 2014, under which Mr. Labry will continue with the
Company as vice chairman solely in an advisory capacity under his
current compensatory arrangement until at least Dec. 31, 2014, at
which time the Company and Mr. Labry will mutually determine
whether and under what terms the advisory period will continue.
During the advisory period Mr. Labry will assist the chief
executive officer on key strategic projects.  At the end of the
period, the Company and Mr. Labry will enter a Separation
Agreement providing for payments to Mr. Labry consistent with the
terms of the First Data Corporation Severance/Change in Control
Severance Policy (Executive level).

A copy of the Advisory Agreement is available for free at:

                        http://is.gd/G7Oao8

                          About First Data

Based in Atlanta, Georgia, First Data Corporation provides
commerce and payment solutions for financial institutions,
merchants, and other organizations worldwide.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss attributable to the Company of $746 million.  First Data
incurred a net loss attributable to the Company of $700.9 million
in 2012, a net loss attributable to the Company of $516.1 million
in 2011, and a net loss attributable to the Company of $1.02
billion in 2010.

The Company's balance sheet at Sept. 30, 2013, showed $36.84
billion in total assets, $34.97 billion in total liabilities,
$67.9 million in redeemable noncontrolling interest and $1.79
billion in total equity.

                           *     *     *

The Company carries a 'B3' corporate family rating, with a
stable outlook, from Moody's Investors Service, a 'B' corporate
credit rating, with stable outlook, from Standard & Poor's, and
a 'B' long-term issuer default rating from Fitch Ratings.


FLORIDA GAMING: Hires Morrison Brown as Tax Accountants & Auditors
------------------------------------------------------------------
Florida Gaming Centers, Inc., Florida Gaming Corporation, Tara
Club Estates, Inc., and Freedom Holding, Inc. seek authorization
from the U.S. Bankruptcy Court for the Southern District of
Florida to employ Morrison, Brown, Argiz & Farra, LLC as tax
accountants and auditors.

The Debtors require Morrison Brown to provide financial statement
auditing services for the Debtors.

Morrison Brown has advised the Debtors that the estimate for their
fees and services will be $150,000, as follows:

     Audit of Consolidated financial
       statements & Form 10K                     $120,000
     Each Quarter Review & Form 10Q-2014         $10,000

Morrison Brown will require one-third of the estimate to be
payable, around $40,000, upon the first week of field work, one-
third payable during fieldwork and the remaining balance due at
the delivery of the audit report.

Frank Gonzalez, principal and department head of auditing at
Morrison Brown, 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 Southern District of Florida was scheduled to
hold a hearing on the application on March 10, 2014, at 9:30 a.m.

Morrison Brown can be reached at:

       Frank Gonzalez
       MORRISON, BROWN, ARGIZ & FARRA, LLC
       1450 Brickell, Avenue 18th Floor
       Miami, FL 33131
       Tel: (305) 377-9203
       E-mail: fgonzalez@mbafcpa.com

                       About Florida Gaming

Florida Gaming Centers Inc. filed for Chapter 11 bankruptcy
(Bankr. S.D. Fla. Case No. 13-29597) in Miami on Aug. 19, 2013.
Florida Gaming Centers operates a casino and jai-alai frontons in
Miami.  The Company disclosed debt of $138.3 million and assets of
$180 million in its petition.

Its parent, Florida Gaming Corp. (FGMG:US), and two other
affiliates also sought court protection.

Florida Gaming previously negotiated a sale of virtually all its
assets to casino operator Silvermark LLC for $115 million in cash
and $14 million in assumed liabilities.  A provision in the
financing agreement required Florida Gaming to make an additional
payment to the lender -- ABC Funding -- if the assets are sold to
third party.  Jefferies LLC was hired to determine that amount,
about $26.8 million, and valued the company at more than $180
million.

Luis Salazar, Esq., Esq., at Salazar Jackson in Miami, represents
Florida Gaming.

ABC Funding, LLC, as Administrative Agent for a consortium of
prepetition lenders, and the prepetition lenders are represented
by Dennis Twomey, Esq., and Andrew F. O'Neill, Esq., at SIDLEY
AUSTIN LLP, in Chicago, Illinois; and Drew M. Dillworth, Esq., and
Marissa D. Kelley, Esq., at STEARNS WEAVER MILLER WEISSLER
ALHADEFF & SITTERSON, P.A., in Miami, Florida.  The Prepetition
Lenders are Summit Partners Subordinated Debt Fund IV-A, L.P.,
Summit Partners Subordinated Debt Fund IV-B, L.P., JPMorgan Chase
Bank, N.A., Locust Street Funding LLC, Canyon Value Realization
Fund, L.P., Canyon Value Realization Master Fund, L.P., Canyon
Distressed Opportunity Master Fund, L.P., and Canyon-GRF Master
Fund II, L.P.

Counsel to the Official Joint Committee of Unsecured Creditors are
Glenn D. Moses, Esq., and Paul J. Battista, Esq., at Genovese
Joblove & Battista, P.A., in Miami, Florida.


FREE LANCE-STAR: Court Approves Tavenner & Beran as Counsel
-----------------------------------------------------------
The Free Lance-Star Publishing Co. of Fredericksburg, VA and its
debtor-affiliates sought and obtained authorization from the U.S.
Bankruptcy Court for the Eastern District of Virginia to employ
Tavenner & Beran, PLC as counsel.

The Debtors anticipate that Tavenner & Beran will perform, among
others, these legal services:

   (a) advise the Debtors of their rights, powers and duties as
       Debtors and Debtors-in-Possession continuing to operate and
       manage its businesses and properties under Chapter 11 of
       the Bankruptcy Code;

   (b) prepare on behalf of the Debtors all necessary and
       Appropriate applications, motions, draft orders, other
       pleadings, notices, schedules and other documents, and
       review all financial and other reports to be filed in these
       Chapter 11 cases;

   (c) advise the Debtors concerning, and prepare responses to,
       applications, motions, other pleadings, notices and other
       papers that may be filed and served in these Chapter 11
       cases;

   (d) advise the Debtors with respect to, and assist in the
       negotiation and documentation of, financing agreements,
       debt and cash collateral orders and related transactions;

   (e) review the nature and validity of any liens asserted
       against the Debtors' property and advise the Debtors
       concerning the enforceability of such liens;

   (f) advise the Debtors regarding its ability to initiate
       actions to collect and recover property for the benefit of
       their estates;

   (g) counsel the Debtors in connection with the formulation,
       negotiation and promulgation of a plan of reorganization
       and related documents;

   (h) advise and assist the Debtors in connection with property
       dispositions;

   (i) advise the Debtors concerning executory contract and
       unexpired lease assumptions, assignments and rejections and
       lease restructurings and re characterizations;
   (j) assist the Debtors in reviewing, estimating and resolving
       claims asserted against the Debtors' estates;

   (k) commence and conduct any and all litigation necessary or
       appropriate to assert rights held by the Debtors, protect
       assets of the Debtors' Chapter 11 estates or otherwise
       further the goal of completing the Debtors' successful
       reorganization;

   (l) provide general corporate, litigation and other
       non-bankruptcy services for the Debtors as requested by the
       Debtors; and

   (m) perform all other necessary or appropriate legal services
       in connection with these chapter 11 cases for or on behalf
       of the Debtors.

Tavenner & Beran will be paid at these hourly rates:

       Lynn L. Tavenner (partner)     $395
       Paula S. Beran (partner)       $385

Tavenner & Beran will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Prior to the petition date, the Debtors provided Tavenner & Beran
with a retainer totaling $100,000 for services rendered and
expenses incurred in connection with the engagement and granted
Tavenner & Beran a security interest in the Retainer to secure
repayment of fees and expenses as they become due. Thereafter,
Tavenner & Beran applied $15,000 for amounts due and owing as of
the Petition Date.  Accordingly, as of the Petition Date, $85,000
of the Retainer remained unapplied and subject to future payment
applications in accordance with the Retention Letter and section
330 of the Bankruptcy Code.

Paula S. Beran, partner of Tavenner & Beran, 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.

Tavenner & Beran can be reached at:

       Lynn L. Tavenner, Esq.
       Paula S. Beran, Esq.
       TAVENNER & BERAN, PLC
       20 North Eighth Street, Second Floor
       Richmond, VA 23219
       Tel: (804) 783-8300
       Fax: (804) 783-0178
       E-mail: ltavenner@tb-lawfirm.com

               About The Free Lance-Star Publishing

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

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

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

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

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


FREE LANCE-STAR: Court OKs Hiring of Kaufman & Canoles as Counsel
-----------------------------------------------------------------
The Free Lance-Star Publishing Co. of Fredericksburg, VA and its
debtor-affiliates sought and obtained permission from the U.S.
Bankruptcy Court for the Eastern District of Virginia to employ
Kaufman & Canoles, P.C. as special counsel.

Kaufman & Canoles has served as the Company's general corporate
counsel since October 2012.  The Debtor anticipates that Kaufman &
Canoles will render legal services to the Debtor as needed
throughout the course of this Chapter 11 case similar to the
services rendered before the Petition Date.

Kaufman & Canoles will be paid at these hourly rates:

       Dennis T. Lewandowski           $425
       Richard C. Mapp III             $450
       Ann K. Crenshaw                 $350
       Elizabeth G. Hester             $475
       Anna Richardson Smith           $300
       Robert Q. Johnson               $225
       Randy C. Sparks, Jr.            $350
       Christopher J. Mugel            $400
       Hazel C. Wong                   $275
       James W.C. Canup                $400

Kaufman & Canoles will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Dennis T. Lewandowski, member of Kaufman & Canoles, 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.

Kaufman & Canoles can be reached at:

       Dennis T. Lewandowski, Esq.
       KAUFMAN & CANOLES, P.C.
       150 West Main Street
       P.O. Box 3037
       Norfolk, VA 23514
       Tel: (757) 624-3252
       Fax: (757) 624-3169
       E-mail: dtlewand@kaufcan.com

               About The Free Lance-Star Publishing

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

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

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

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

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


FREE LANCE-STAR: Court Okays Protiviti as Financial Advisors
------------------------------------------------------------
The Free Lance-Star Publishing Co. of Fredericksburg, VA and
William Douglas Properties, LLC sought and obtained permission
from the U.S. Bankruptcy Court for the Eastern District of
Virginia to employ Protiviti Inc. as financial advisors.

The Debtors anticipate that Protiviti Inc. will render financial
advisory and related services to the Debtors as needed throughout
the course of these Chapter 11 cases.  In particular, the Debtors
anticipate that Protiviti Inc. may perform, among others, the
following services:

   (a) advise and assist in developing, identifying and evaluating
       any proposed restructuring transactions - including any
       purchase, merger, or joint venture offers received;

   (b) advise and assist in marketing the Debtors' assets;

   (c) advise and assist in assessing the value of certain assets
       and business units;

   (d) advise and assist in the formulation and review of business
       plans and forecasts;

   (e) advise and assist in connection with the formulation,
       negotiation, preparation and confirmation of any plan or
       plans of reorganization in these cases;

   (f) advise and assist in the preparation of bankruptcy
       schedules and statements of financial affairs;

   (g) advise and assist on bankruptcy-related reports including
       but not limited to monthly operating reports;

   (h) provide expert testimony, as needed, in connection with
       hearings relating to matters for which Protiviti has
       advised; and

   (i) provide other financial advisory services in this Chapter
       11 case  requested by the Debtors and Tavenner & Beran,
       PLC.

Protiviti Inc. will be paid at these hourly rates:

       Suzanne Roski, Managing Director           $550
       Alicia Loza, Associate Director            $370
       Senior Manager/Manager                  $250-$360
       Senior Consultant/Consultant/Staff      $125-$235

Protiviti Inc. will also be reimbursed for reasonable out-of-
pocket expenses incurred.

The Debtors provided Protiviti Inc. a retainer of $100,000 (the
"Retainer") in installments of $25,000, $50,000 and $25,000 on
Oct. 30, 2013, Nov. 29, 2013 and Jan. 2, 2014, respectively, for
services rendered and expenses incurred in connection with the
engagement and granted Protiviti a security interest in the
Retainer to secure repayment of fees and expenses as they become
due.

Protiviti Inc. estimates that it drew approximately $10,000 of the
retainer immediately before the Petition Date.  However,
reconciliation of the account is ongoing.  Accordingly as of the
petition date, Protiviti Inc. estimates $90,000 of the Retainer
remains to secure repayment of fees and expenses as they become
due.

Suzanne B. Roski, managing director of Protiviti Inc., assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

Protiviti Inc. can be reached at:

       Suzanne Roski, Esq.
       PROTIVITI INC.
       1051 East Cary Street, Suite 602
       Richmond, VA 23219
       Tel: (804) 775-8202
       Fax: (804) 644-7055
       E-mail: suzanne.roski@protiviti.com

               About The Free Lance-Star Publishing

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

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

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

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

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


FRIENDSHIP VILLAGE: S&P Revises Outlook & Affirms 'BB-' Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to negative
from stable and affirmed its 'BB-' long-term rating on Franklin
County, Ohio's $16.1 million series 1998 bonds issued for
Friendship Village of Columbus (FVC).

"The outlook revision reflects our view of FVC's challenged
balance sheet, continued need for future capital investments,
challenged but improving occupancy rates, and violation of its
debt service coverage covenant for fiscal 2013," said Standard &
Poor's credit analyst Brian Williamson.


GENERAL MOTORS: Taps Former Lehman Examiner to Lead Recall Probe
----------------------------------------------------------------
Jeff Bennett, writing for The Wall Street Journal, reported that
General Motors Co. moved to confront mounting questions over why
it took nearly a decade to recall 1.6 million vehicles for faulty
ignitions linked to 13 deaths, hiring a high-profile lawyer to
lead its internal investigation and stepping up warnings to
customers.

According to the report, GM is bringing in Anton Valukas, the
Chicago lawyer who led the court-ordered investigation of the
Lehman Brothers collapse in 2008, as it tries to persuade
consumers, regulators and lawmakers that it is responding rapidly.
GM wants to avoid the kind of costly, damaging scandal that
engulfed Toyota Motor Corp. in 2010 after the Japanese auto maker
recalled millions of vehicles for problems related to unintended
acceleration.

GM initiated a recall on Feb. 13, saying a faulty ignition switch
could partially turn off certain vehicles while they were being
driven, disabling their air bags, the report recalled.  Drivers
have since claimed the cars could become difficult to steer when
the switch malfunctioned, resulting in accidents.

On March 10, GM launched a website to provide customers with
information about the recall, warning owners of the affected
vehicles to remove extra weight off their car ignition keys, the
report said.  The National Highway Traffic Safety Administration
has given the auto maker until April 3 to answer 107 questions
about its handling of the problem.

GM employees knew about the defect as early as 2004, the report
noted.  The company has released a chronology sketching out in
broad terms how the faulty switch was discovered and how the issue
bounced around within its engineering division. The company's
disclosures to date don't reveal who was responsible for the
timing of the recall.


GETTY IMAGES: Bank Debt Trades at 4% Off
----------------------------------------
Participations in a syndicated loan under which Getty Images Inc.
is a borrower traded in the secondary market at 95.49 cents-on-
the-dollar during the week ended Friday, March 7, 2014, according
to data compiled by LSTA/Thomson Reuters MTM Pricing and reported
in The Wall Street Journal.  This represents an increase of 1.27
percentage points from the previous week, The Journal relates.
Getty Images Inc. pays 350 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Oct. 14, 2019, and
carries Moody's B2 rating and Standard & Poor's B- rating.  The
loan is one of the biggest gainers and losers among 205 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

As reported in the Troubled Company Reporter on Sept. 5, 2013,
Moody's Investors Service placed the ratings of Getty Images on
review for downgrade based on weaker than expected results through
2Q2013 and Moody's revised expectations for the next 12 months.
According to Moody's, Corporate Family Rating of Issuer: Getty
Images, Inc. and Abe Investment Holdings, Inc., currently B2, is
placed on review for possible downgrade.


GPH OPERATING: S&P Withdraws B Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew all its
ratings on GPH Operating Co. LLC and its subsidiaries Child
Development Schools Inc., Dixie Chemical Co. Inc., and Polyair
Corp. at the company's request.

The withdrawal follows the company's decision to pursue a
different capital structure than originally contemplated.

RATINGS LIST

Ratings Withdrawn

GPH Operating Co. LLC
Corp. credit rating         NR       B/Stable/--

Child Development Schools Inc.
Dixie Chemical Co. Inc.
Polyair Corp.
Senior secured              NR       B+
Recovery rating             NR       2
Senior secured              NR       CCC+
Recovery rating             NR       6


GRAND CENTERVILLE: Seeks July 31 Plan Exclusivity Extension
-----------------------------------------------------------
Grand Centreville LLC asks the U.S. Bankruptcy Court for the
Eastern District of Virginia to further extend their exclusive
periods to:

  a) file a Chapter 11 plan until July 31, 2014, and

  b) solicit acceptances of that plan through and until
     Sept. 29, 2014.

A hearing is set for March 18, 2014, at 11:00 a.m., at Judge
Mayer's Courtroom, 200 South Washington Street, 2nd Floor,
Courtroom II in Alexandria, Virginia, to consider the Debtor's
extension request.

As reported by the Troubled Company Reporter, Judge Mayer extended
the Debtor's exclusive plan filing period through March 17, 2014,
and its corresponding exclusive solicitation period of any plan
filed through May 16, 2014.

The Debtor tells the Court that a receiver has been working
diligently to manage, preserve the value for its creditors and
equity ownership, and develop a plan to efficiently and
effectively accomplish the same.

According to the Debtor, the extensions requested will not
prejudice the legitimate interests of any party in interest in
this case and will further its efforts to preserve, maximize, and
create value for the creditors and equity, and increase likelihood
of an orderly conclusion of this bankruptcy case.

                   About Grand Centreville

Grand Centreville, LLC, filed a Chapter 11 petition (Bankr. E.D.
Va. Case No. 13-13590) on Aug. 2, 2013.  The petition was signed
by Michael L. Schuett, principal of Black Creek Consulting Ltd.,
the receiver.  Judge Robert G. Mayer presides over the case.
Paula S. Beran, Esq., and Lynn L. Tavenner, Esq., at Tavenner &
Beran, PLC, in Richmond, Va., represent the Debtor as counsel.

The Debtor owns the real property located at 13810-13860 Braddock
Road, Centreville, Virginia.  In its schedules, the Debtor
disclosed $40,550,046 in assets and $26,247,602 in liabilities as
of the petition date.

Wells Fargo Bank, N.A. -- as trustee for the registered holders of
JP Morgan Chase Commercial Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2005-CIBC13, the
secured creditor of Grand Centreville, LLC -- has sought dismissal
of the Debtor's Chapter 11 case.  It insists that the bankruptcy
case was filed in bad faith and that the Receiver has no standing
to file the bankruptcy petition.


GREEN FIELD ENERGY: Hires Assessment Technologies as Consultant
---------------------------------------------------------------
Green Field Energy Services, Inc. and its debtor-affiliates seek
authorization from the U.S. Bankruptcy Court for the District of
Delaware to employ Assessment Technologies, Ltd. as property tax
consultant, nunc pro tunc to Jan. 24, 2014.

If retained, Assessment Technologies' primary role will be to
provide the Debtors with property tax compliance services and
property tax consulting services with respect to appealing tax
assessments and challenging tax claim amounts on certain business
and property owned by the Debtors.

Pursuant to the Agreement and this Application, the Debtors seek
to retain Assessment Technologies to provide, among other things,
the following ad valorem tax services in two phases:

   (a) Phase I (Pre-Petition Taxes - Tax year 2013 and Prior)

       - Tax Compliance/Research: reviewing (1) current/proposed
         tax assessment on the Properties; (2) supporting data,
         calculations, and assumptions produced by the appropriate
         appraisal/assessing authority, together with information
         provided by the Debtors and other professional sources;
         and (3) tax claims and current or pending litigation
         matters.

       - Tax Consulting: (1) analyzing the economic feasibility of
         attaining a reduced assessment/tax; (2) preparing all
         necessary appeals; and (3) at Assessment Technologies'
         discretion, representing the Debtors before the
         appropriate appraisal/assessing/collecting and value
         determination authorities, using all reasonable,
         appropriate, and available means to negotiate the lowest
         possible property value/assessment.  Assessment
         Technologies' services provide for the continuation of
         the protest appeal beyond the administrative hearing into
         judicial appeals whether initiated by the Debtors or
         value/assessment authorities.  The Debtors grant
         Assessment Technologies a limited power of attorney, if
         necessary, to act on the Debtors' behalf, at the sole
         discretion of Assessment Technologies, in accepting any
         valuation/assessment.

   (b) Phase II (Post-Petition Taxes - Tax Year 2014)

       - Tax Compliance: (1) serving as agent of record for all
         related issues with the tax office related to assessments
         and taxes on the Properties; and (2) preparing tax
         returns for the Properties owned by the Debtors.

       - Tax Consulting: (1) analyzing the economic feasibility of
         attaining a reduced assessment/tax; (2) preparing all
         necessary appeals; and (3) at Assessment Technologies'
         discretion, representing the Debtors before the
         appropriate appraisal/assessing/collecting and value
         determination authorities, using all reasonable,
         appropriate and available means to negotiate the lowest
         possible property value/assessment.  Assessment
         Technologies' services provide for the continuation of
         the protest appeal beyond the administrative hearing into
         judicial appeals whether initiated by the Debtors or
         value/assessment authorities.  The Debtors grant
         Assessment Technologies a limited power of attorney, if
         necessary, to act on the Debtors' behalf, at the sole
         discretion of Assessment Technologies, in accepting any
         valuation/assessment.

Assessment Technologies will be paid at these hourly rates:

       Partners                      $550
       Senior Consultants            $425
       Consultants                   $350
       Professional Staff            $250
       Administrative                $150
       Research Staff                $100

Assessment Technologies will also charge the Debtors 35% of all
Tax Savings.

Assessment Technologies will also be reimbursed for reasonable
out-of-pocket expenses incurred.

John Lammert, executive vice president of Assessment Technologies,
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 is slated to hold a hearing
on the application today, March 11, 2014, at 2:00 p.m.  Objections
were due Mar. 4, 2014.

Assessment Technologies can be reached at:

       Johh Lammert
       ASSESSMENT TECHNOLOGIES, LTD.
       121 Interpark Blvd. Ste 308
       San Antonio, TX 78216
       Tel: (800) 914-2732
       Fax: (800) 431-4117

                      About Green Field Energy

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

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

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

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

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

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

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

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


HERCULES OFFSHORE: Incurs $68.1 Million Net Loss in 2013
--------------------------------------------------------
Hercules Offshore, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $68.11 million on $858.30 million of revenue for the
year ended Dec. 31, 2013, as compared with a net loss of $127
million on $618.22 million of revenue in 2012.  The Company
incurred a net loss of $76.12 million in 2011.

As of Dec. 31, 2013, the Company had $2.30 billion in total
assets, $1.47 billion in total liabilities and $823.70 million in
equity.

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

                        http://is.gd/NnWdQI

                      About Hercules Offshore

Hercules Offshore Inc. (NASDAQ: HERO) --
http://www.herculesoffshore.com/-- provides shallow-water
drilling and marine services to the oil and natural gas
exploration and production industry in the United States, Gulf of
Mexico and internationally.  The Company provides these services
to integrated energy companies, independent oil and natural gas
operators and national oil companies.  The Company operates in six
business segments: Domestic Offshore, International Offshore,
Inland, Domestic Liftboats, International Liftboats and Delta
Towing.

                           *     *     *

The Troubled Company Reporter said on April 11, 2013, that
Moody's Investors Service upgraded Hercules Offshore, Inc.'s
Corporate Family Rating to B2 from B3.  Hercules' B2 CFR is
supported by its improved cash flow and lower leverage on the back
of increased drilling activity and higher day-rates in the Gulf of
Mexico (GOM)

As reported by the TCR on Nov. 6, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Houston-based
Hercules Offshore Inc. to 'B' from 'B-'.  "The upgrade reflects
the improving market conditions in the Gulf of Mexico and our
expectations that Hercules' fleet will continue to benefit," said
Standard & Poor's credit analyst Stephen Scovotti.


HORIZON GLOBAL: Claims Bar Date Set for April 21
------------------------------------------------
The District Court for the Eastern District of New York
established April 21, 2014, at 5:00 p.m. Eastern Standard Time, as
the deadline for certain potential claimants to submit a proof of
claim form against Horizon Global Advisors Ltd., Horizon Global
Advisors LLC, Diversified Global Investments (BVI) LP, fka Horizon
Global Investments LP, The Masters Global Fund LP, Fiduciary
Select Income Fund LP fka Pangea Bridge Investment LP, Horizon
Millenium Investments LP and Pangea Offshore High Yield Portfolio
LLC.

Horizon Global Advisors et al are the subject of receivership
proceedings captioned, Securities and Exchange Commission,
Plaintiff, v. Brian Raymond Callahan, Adam Manson, Distinctive
Investments LLC and Distinctive Ventures LLC; defendants, Sheri
Manson Callahan, relief defendants, Case No. 12-CV-1065(ADS/AKT)
(E.D.N.Y.).  Hon. Arthur D. Spatt and Hon. A. Kathleen Tomlinson
oversee the case.

The receiver for Horizon Global Advisors et al. may be reached at:

     Steven Weinberg
     c/o Gottesman Wolgel Malamy Flynn & Weinberg PC
     11 Hanover Square, 4th Floor
     New York, NY 10005
     E-mail: ReceiverHGA@gottesmanlaw.com


HOUSTON REGIONAL: May Use Lender's Cash Collateral Through June
---------------------------------------------------------------
Houston Regional Sports Network LP on March 4 obtained a final
order authorizing it to use cash collateral and grant adequate
protection to the lender.

The lender, Houston SportsNet Finance LLC, asserts that as of
Sept. 27, 2013, CSN Houston owes $100,000,000 under a 2010 credit
agreement, plus accrued interest, fees and expenses.

CSN Houston may use cash collateral through June 6, 2014, subject
to any earlier termination date.

The Debtor and the lender said they are not aware of any secured
claims against the Debtor other than the claims of the lender.

The lender agrees that nothing in the Final Cash Collateral Order
will provide the lender with any interests, including any liens or
other encumbrances in the rights of Rockets Ball Ltd. in and to
the Rockets Media Rights Agreement, the rights of Houston Astros
LLC in and to the Astros Media Rights, and any interests the
Rockets or the Astros in any of the the Media Rights Agreements.

               About Houston Regional Sports Network

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

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

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

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

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

Judge Marvin Isgur presides over the case.

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

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


HUDSON PRODUCTS: Moody's Affirms B2 CFR & Rates 1st Lien Debt B2
----------------------------------------------------------------
Moody's Investors Service affirmed Hudson Products Holdings,
Inc.'s B2 corporate family rating, B3-PD probability of default
rating, and assigned a B2 rating to the proposed first lien senior
secured credit facilities, including a $270 million term loan due
2019 and a $30 million revolving credit facility due 2018. The
rating outlook is stable.

The transaction proceeds along with approximately $34 million of
cash on hand will be used to refinance the company's existing
senior secured term loan due 2017 ($173 million of which is
currently outstanding) and pay a $126 million dividend to its
common and preferred shareholders. This transaction results in
Hudson's debt increasing by $100 million and Moody's adjusted pro
forma debt-to-EBITDA rising to 5.3x from 3.4x at December 31,
2013.

Hudson's corporate family and probability of default ratings were
affirmed reflective of the company's improving earnings profile
and its solid free cash flow generative capabilities. Additionally
the ratings affirmation reflects our view that growth in many of
Hudson's energy end markets and healthy backlog level will
translate into top line and earnings growth, which combined with
the application of free cash flow to debt reduction, will result
in de-leveraging over the next 12 to 18 months. In 2013, the
voluntary repayment of $13 million senior secured term loan,
coupled with the company's earnings momentum, allowed its debt-to-
EBITDA to decline to 3.4x at FYE 2013 from 4.4x at FYE 2012.

The following rating actions were taken:

Corporate family rating, affirmed at B2;

Probability of default rating, affirmed at B3-PD;

Proposed $270 million first lien senior secured term loan due
2019, assigned B2 (LGD-3, 33%);

Proposed $30 million first lien senior secured revolving credit
facility due 2018, assigned B2 (LGD-3, 33%);

B2 (LGD-3, 33%) rating on $190 million senior secured term loan
due 2017 will be withdrawn upon completion of refinancing;

B2 (LGD-3, 33%) rating on $25 million senior secured revolving
credit facility due 2017 will be withdrawn upon completion of
refinancing;

The rating outlook is stable.

Rating Rationale

The B2 rating reflects Hudson's high financial leverage, cyclical
nature of its energy end markets and the reliance on its
customers' capital spending and product replacement needs. Hudson
is susceptible to significant earnings volatility given its modest
size and scale, end market concentration in the energy sector, and
geographic concentration in North America. Additionally, Moody's
recognize the company's concentration risk related to a number of
major projects, on which it relies for a significant part of its
revenue and backlog.

The rating is supported by Hudson's strong market position in both
of its key product areas, air-cooled heat exchangers (ACHEs) and
fans. The highly engineered nature of its ACHE and fan products
and its production infrastructure leads to solid profit margins
and significant barriers to entry. The meaningful portion of sales
(about 40%) generated from the higher margin aftermarket segment
provides a degree of downside protection during cyclical
downturns. The company's project pipeline and currently healthy
level of backlog, which Moody's view as a proxy for future demand
for its products, should contribute to improving EBITDA and
solidifying interest coverage.

Hudson's liquidity is supported by its new $30 million revolving
credit facility, our expectation of positive free cash flow
generation, as well as the extended debt maturity profile.

The stable rating outlook assumes that Hudson will be successful
in converting its backlog into growing EBITDA and modest free cash
flow, positioning it to de-lever over the next 12 to 18 months.

The ratings are not expected to be upgraded in the near term,
given high leverage, the cyclical nature of Hudson's operations
and the relatively small size of the company. However, should the
company meaningfully improve its size and scale and broaden its
product portfolio, while maintaining adjusted leverage below 3.5x
through the cycle, the ratings could be upgraded.

The ratings could be downgraded if order trends meaningfully
weaken, which would lead to deterioration in earnings and
operating margins. In addition, if adjusted leverage increases and
is sustained above 5.5x, or if liquidity deteriorates, including
due to inability to generate free cash flow, the ratings could
come under pressure.

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

Hudson Products Corporation, headquartered in Beasley, TX, is one
of the world's leading manufacturers of heat transfer solutions as
ACHEs, axial-flow fans and related aftermarket hardware. The
company has manufacturing facilities in Texas, Oklahoma, Canada,
China, India and Italy and serves predominantly North American end
markets of oil & gas, power, LNG (liquefied natural gas) and
petrochemicals. Hudson was purchased by Riverstone Holdings LLC
(the Sponsor) in 2008 from the prior sponsor. In 2013, the company
generated approximately $220 million in revenues.


HUDSON PRODUCTS: S&P Affirms 'B-' CCR & Rates $270MM Loan 'B-'
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating on Hudson Products Holdings Inc.  The outlook is
stable.

At the same time, S&P assigned its 'B-' issue-level rating to
Hudson's $270 million first-lien term loan.  The recovery rating
on this debt is '3', indicating S&P's expectation for meaningful
recovery (50% to 70%) in the event of a default.

"The rating reflects our assessment of the company's 'vulnerable'
business risk profile and 'highly leveraged' financial risk
profile," said Standard & Poor's credit analyst Stephen Scovotti.
Rating factors include the company's exposure to cyclical and
competitive end markets and its limited scale of operations and
small size.  The ratings also reflect the company's aggressive
financial leverage (but it should improve slightly during the next
12 months), our expectation that the company will produce modest
free cash flow, and low capital spending requirements.

Hudson maintains a leading market position as a manufacturer of
axial flow fans and air-cooled heat exchangers (ACHE), but its
markets are somewhat focused and are tied to cyclical and
competitive end markets.  A key driver for the credit is its ACHE
business, which accounted for approximately 50% of gross profits
in 2013.

The stable outlook reflects S&P's expectation that Hudson will
moderately improve its credit measures over the next 12 months,
because its end markets remain relatively healthy.  S&P also
expects the company to maintain adequate liquidity and generate
positive free cash flow over the next 12 months.

S&P could lower the rating if it views liquidity as "less than
adequate."  This scenario could occur if the company's end markets
meaningfully weaken or if the company draws on its revolving
credit facility to fund an acquisition or dividend.

S&P do not anticipate a positive rating action over the next 12
months given the small scale of operations and the company's
aggressive financial policy with regard to dividends and
maintaining a balance sheet S&P views as highly leveraged.
However, S&P would consider a positive action if the company
managed to significantly increase the size and scale of its
operations and maintained a more conservative financial profile.


JAMESPORT DEVELOPMENT: Hires GA Keen as Real Estate Broker
----------------------------------------------------------
Jamesport Development LLC seeks authorization from the Hon. Robert
E. Grossman of the U.S. Bankruptcy Court for the Eastern District
of New York to employ GA Keen Realty Advisors as the real estate
broker to the Debtor.

The Debtor requires GA Keen to sell the real property located
along New York State Route 25 and Manor Lane, Jamesport, New York
11933, and identified by the Suffolk County Clerk as District
0600, Section 047.00, Block 01.00, Lot 003.003, and District 0600,
Section 118.00, Block 01.00, Lot 035.000 (the "Real Property").

The Debtor seeks, among other things, to market and possibly sell
the Real Property in order to maximize the value of the Debtor's
assets and recovery for the benefit of the creditors of the
Debtor's estate.

The Retention Agreement provides that GA Keen shall receive a base
commission of 4.5% based upon the total value of consideration
paid to the Debtor for the contemplated sale.  However, as set
forth in the Retention Agreement, based upon the type of
transaction entered, or if other rehabilitation of the Debtor
occurs without a sale, certain discounted commissions would apply
(a 33% reduction in commission) and certain minimum fees would be
owed to GA Keen.

GA Keen shall receive a minimum fee of $60,000 if the Retention
Agreement is terminated within 45 days of its execution. Further,
if the Retention Agreement is terminated after the 45th day of its
execution, GA Keen shall receive a minimum fee of $90,000. As more
fully set forth in the Retention Agreement, in the event that no
transaction of any kind occurs, including, for example, the lack
of an investor, or no reorganization results whatsoever, GA Keen
shall be entitled to reimbursement of its out of pocket marketing
expenditures, subject to Court approval.

Matthew Bordwin, Co-President of GA Keen, 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.

GA Keen can be reached at:

       Matthew Bordwin
       GA KEEN REALTY ADVISORS
       Graybar Building
       420 Lexington Avenue, Suite 3001
       New York, NY 10170
       Tel: (646) 381-9202
       Fax: (646) 381-9246
       E-mail: mbordwin@greatamerican.com

                   About Jamesport Development

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

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


KEYWELL LLC: Court OKs Hiring of Saul Ewing as Litigation Counsel
-----------------------------------------------------------------
SGK Ventures, LLC, fka Keywell LLC, sought and obtained permission
from the Hon. Eugene Wedoff of the U.S. Bankruptcy Court for the
Northern District of Illinois to employ Charles Kelly, Esq., and
the law firm of Saul Ewing LLP as special litigation counsel,
effective Sept. 24, 2013.

The Court ruled that the employment shall not include the
collection of any money judgments without the prior written
consent of the Debtor.

The Debtor anticipates that Saul Ewing will represent the Debtor
in connection with these "Litigation Counsel Matters":

   (a) Keywell LLC v. PerkinElmer, Inc., U.S. District Court for
       the Western District of New York, Case No. 11-CV-0181-A, a
       civil action for damages arising from the defendant's
       promise to provide and install a computer software system
       for the Debtor; and

   (b) Keywell LLC v. Pavilion Bldg. Installation Sys. Ltd. et al,
       U.S. District Court for the Western District of New York,
       Case No. 09-CV-0934, a civil action for damages arising
       from the defective design and manufacture of a lightweight
       fabric structure at the Debtor's Frewsburg, New York
       facility.

Saul Ewing will be paid at these hourly rates:

       Charles Kelly                      $375
       Income Partners and Shareholders   $850
       Associates                         $235

Saul Ewing will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Charles Kelly, partner of Saul Ewing, 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.

Saul Ewing can be reached at:

       Charles Kelly, Esq.
       SAUL EWING LLP
       One PPG Place, Suite 3010
       Pittsburgh, PA 15222
       Tel: (412) 209-2532
       Fax: (412) 209-2582
       E-mail: ckelly@saul.com

                        About Keywell L.L.C.

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

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

Judge Eugene R. Wedoff presides over the case.

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

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

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

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

Keywell LLC changed its name and case caption to "SGK Ventures,
LLC" following the sale.


LEVEL 3: Incurs $109 Million Net Loss in 2013
---------------------------------------------
Level 3 Communications, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $109 million on $6.31 billion of revenue for the year
ended Dec. 31, 2013, as compared with a net loss of $422 million
on $6.37 billion of revenue in 2012.  The Company incurred a net
loss of $756 million in 2011.

The Company's balance sheet at Dec. 31, 2013, showed $12.87
billion in total assets, $11.46 billion in total liabilities and
$1.41 billion in total stockholders' equity.

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

                        http://is.gd/PUgXTR

                    About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

                           *     *     *

In October 2013, Fitch Ratings affirmed the 'B' Issuer Default
Ratings (IDRs) assigned to Level 3.

As reported by the TCR on June 5, 2013, Standard & Poor's Ratings
Services raised its corporate credit rating on Broomfield, Colo.-
based global telecommunications provider Level 3 Communications
Inc. to 'B' from 'B-'.  "The upgrade reflects improved debt
leverage, initially from the acquisition of the lower-leveraged
Global Crossing in October 2011, and subsequently from realization
of the bulk of what the company expects to eventually be $300
million of annual operating synergies," said Standard & Poor's
credit analyst Richard Siderman.


LIGHTSQUARED INC: Ergen Says New Plan Is Dead on Arrival
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Charles Ergen's SP Special Opportunities LLC said
that the most recent iteration of the reorganization plan for
LightSquared Inc. is "dead on arrival" and pretends his $1 billion
claim doesn't exist.

According to the report, in an objection filed on Feb. 21, SP said
the plan is "premised on nothing less than absolute and
unconditional victory" in the lawsuit where LightSquared is
attempting to knock out the claim. SP said there's no backup plan
should the lawsuit fail in part or in whole.

As previously reported by The Troubled Company Reporter,
LightSquared on Feb. 14 filed a new plan, which contemplates the
provision of a new $1.65 billion loan, of which about $115 million
will be converted into equity.  The new plan, which is backed by
Fortress Investment Group, also contemplates the payment in full
of all claims and equity interests with cash and other
consideration; the issuance of new debt and equity instruments;
and the preservation of the company's litigation claims.

Under the plan, LightSquared's bankruptcy exit is no longer
conditioned on the Federal Communications Commission's approval
related to terrestrial spectrum rights.  It doesn't also include
participation from Dish Network Corp. or its chairman.

The Bloomberg report related that SP complained that although
payment in full isn't assured, the plan is also flawed because
existing shareholders retain substantial property, thus violating
the so-called absolute priority rule.  The plan is grounded on a
valuation assuming that regulators permit use of the frequency
licenses, an outcome that's not a "slam dunk," according to SP.

                      About LightSquared Inc.

LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, to resolve regulatory issues that have prevented it
from building its coast-to-coast integrated satellite 4G wireless
network.

LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network.  In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries.  In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity and runway necessary to resolve its issues with the FCC.
Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties.

Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors.  Alvarez & Marsal North America, LLC, is the
financial advisor.  Kurtzman Carson Consultants LLC serves as
claims and notice agent.


LITTLEFIELD, TX: Fitch Hikes Rating on 1997 Certs From 'BB+'
------------------------------------------------------------
Fitch Ratings has upgraded the rating on the following
Littlefield, Texas (the city) bonds:

   -- $0.5 million in combination tax and revenue certificates of
      obligation (COs), series 1997 to 'BBB-' from 'BB+'.

The Rating Outlook is Stable.

SECURITY

The bonds are secured by a limited ad valorem tax pledge of $2.50
per $100 taxable assessed valuation (TAV) levied against all
property within the city, and are additionally secured by a
limited, de minimus pledge of net revenues of the city's water and
sewer system.

KEY RATING DRIVERS

IMPROVED FINANCIAL FLEXIBILITY: The upgrade is based on
demonstrated prudent budget actions that have increased revenues
and control spending, resulting in positive operating margins and
improved governmental fund balances and liquidity.  However, the
city remains reliant on its utility enterprise system to meet its
debt service obligations for the detention center and for
operating support.

SUSTAINABLE MIX OF RESOURCES FOR DEBT SERVICE: Financial resources
to make debt service payments on outstanding parity COs come from
a variety of sources, including net utility fund revenues,
property taxes, and a portion of economic development sales tax
revenues.  The utility system continues to exhibit very strong
financial performance.

LARGE LIABILITY FOR NON-ESSENTIAL AND UNUSED ASSET: The 'BBB-'
rating incorporates the ongoing credit pressure applied by the
significant debt burden of an unsold, vacant, city-owned detention
center.  Efforts by the city to find a buyer or lessee for the
facility have been unsuccessful to date.

WEAK ECONOMY AND RESOURCE BASE: The city's rural, limited economy
centers on agriculture, government, manufacturing, and trade.  The
city's TAV has been fairly stable but top taxpayer concentration
is high and socio-economic indices are weak.

RATING SENSITIVITIES

DECLINE IN FINANCIAL FLEXIBILITY: Deterioration of general fund
and/or enterprise system performance and liquidity would contrast
with Fitch's current expectations of stability and would likely
trigger negative rating action.

SALE OF DETENTION CENTER: A successful sale or lease of the
detention center would be a positive credit consideration,
allowing the city to apply proceeds from the sale or lease towards
debt reduction/retirement, considerably lessening pressure on
finances.

CREDIT PROFILE
Littlefield, the county seat of Lamb County, is a small, rural
community located 35 miles northwest of Lubbock and 120 miles
southwest of Amarillo.  The current population is just below 6,500
and is essentially flat from the 2000 census.

VARIOUS RESOURCES PAYDETENTION CENTER DEBT SERVICE
The city continues to service the debt for the Bill Clayton
Detention Center (BCDC) with a mix of net utility system
enterprise revenues, property tax revenues, and economic
development (4B) sales taxes.  BCDC annual debt service is level
through fiscal 2019 at roughly $780,000 before increasing
moderately; final maturity is 2030.

The BCDC opened in 2006 but has sat vacant since January 2009 when
agreements between the city and various counterparties for
prisoner-housing services fell through.  The prisoner contract
revenues were until that time being used to pay the debt service
on series 2000 and 2001 COs (not-rated by Fitch but on parity with
the series 1997 COs) that were sold to finance the BCDC
construction.

Following the loss of prisoner housing revenues, the city levied a
dedicated debt service property tax for the BCDC bonds.  Voters
also approved the creation of a second economic development
corporation (4B) that, in addition to existing 4A sales taxes,
redirected proceeds from a 0.5% sales tax to fund the BCDC's debt
service; sales tax collections for this purpose began midway
through fiscal 2011.  The city does not presently use 4A sales
taxes for debt service but these funds remain available for that
purpose if needed.

Finally, management allocated its available surplus net utility
system revenues to pay BCDC debt service; together these various
sources have provided the revenues necessary to make the annual
payments.  Fitch views the city's obligation to pay debt service
for an inherently non-essential and unused asset as an ongoing
credit risk incorporated into the current rating.

STRONG UTILITY SYSTEM PERFORMANCE

City officials have prudently raised water rates to ensure the
continued strong performance of its utility system and
availability of system net revenues for governmental debt service
and operations.  The base rate for residential and commercial
units was raised by 37% and 23%, respectively, from fiscal years
2010 to 2012 and the city initiated smaller rate increases in
fiscal 2013.

The utility system consistently reports satisfactory liquidity and
healthy coverage of outstanding system obligations; net revenues
covered debt service for utility-sponsored debt (including the
series 1997 bonds but excluding the BCDC bonds) 3.7x in fiscal
2013 and the system's cash-on-hand equaled 243 days of operating
costs.  The system produced net revenues of $977,000 in fiscal
2013 (after payment on COs) that was available for BCDC debt
service and general fund operating support.  The recent rate
increases appear sufficient to allow the utility to continue to
make transfers to support the BCDC debt payments and general fund
operations while maintaining an adequate fiscal cushion.

GENERAL FUND FLEXIBILITY LIMITED BUT IMPROVING

The city has achieved balanced operations after transfers in each
of the last three fiscal years.  This performance is attributable
to revenue growth, a curtailment of spending, enterprise
transfers, and use of other one-time funds.  The general fund
remains reliant on the utility fund to achieve budget balance,
although unexpected revenue variances in fiscal years 2012 and
2013 allowed the city to forego or lessen the budgeted transfers.

The general fund concluded fiscal 2013 with a $362,000
unrestricted fund balance (7.5% of spending). Fund balance has
improved from essentially zero in fiscal 2010.  Liquid general
fund assets remained very thin at 15 days of operations in fiscal
2013; however, liquidity is buoyed by cash balances in other city
funds.

The fiscal 2014 general fund budget totals $4.15 million and
includes a $0.35 million operating deficit that is made whole by
the planned transfer from the utility enterprise; the transfer
represents about 10% of budgeted revenues.  Spending was reduced
2.8% from the prior year adopted budget, in part due the creation
of an internal refuse collections department which allowed the
city to end its more costly contract with a third-party operator.
Other changes to key line items include pay raises to staff, a
nominal increase in FTEs, and stable pension contributions.

Sales taxes have made up 12%-14% of general fund revenues in the
past five fiscal years.  These revenues were budgeted to decline
3% from prior-year actual receipts in fiscal 2014, but year-to-
date receipts are lagging 9% behind last year's collections.
However, the city outperformed its conservative expenditure
assumptions last year and Fitch believes this practice provides a
cushion against a potential revenue shortfall.

RURAL AND LIMITED ECONOMY WITH WEAK DEMOGRAPHICS

Littlefield has a limited economic base focused in agriculture,
government and some manufacturing.  Employment indicators for Lamb
County are weak and reflect slow but steady declines in residents
and jobs.  The county experienced contraction in jobs and labor
force participation of 2.2% and 2.1%, respectively, in the past
decade.  The county's jobless rate stood at 6.2% in November 2013
but this figure incorporates a 5% decline in both jobs and labor
force participation for the 12-month period ended December 2013.
Wealth indicators are also weak.  Full value per capita is a very
low $29,000 in fiscal 2014.  Residents' income levels are
significantly below state and national norms and the county's
poverty rate is 1.8x the U.S. average.

The city's TAV trajectory is stable, having increased 3.7% in
fiscal 2014 and 0.5% in fiscal 2014.  These gains followed very
modest contraction in fiscal 2011 and fiscal 2012.  The tax base
remains concentrated: Bayer Crop Science makes up 6.8% of fiscal
2014 TAV.  However, there is generally a good mix of industries
making up the roster of top 10 payers.

LIMITED ABILITY TO FUND CAPITAL NEEDS

Another credit concern is the city's limited ability to finance
capital needs due to the large burden on the budget from existing
debt.  Officials presently have no major needs identified and
continue to fund smaller initiatives with cashflow.  However,
larger needs for utility system and street improvements are
looming and could pressure finances over the near-to-medium term.
Annual debt service on outstanding COs is level at $1.1 million
through fiscal 2017 before declining slightly. Much of the debt
service is funded with utility fund revenues; as a result, net
debt service after considering the enterprise fund support made up
a very low 3.8% of fiscal 2013 governmental fund expenditures (but
a high 23% of spending when utility fund support is not
considered).

The city's pension plan was soundly-funded at 90.6% as of the Dec.
31, 2012 using a 7% investment return.  Debt service and pension
ARC together equaled an affordable 7.5% of fiscal 2013 spending
considering the utility fund support (but a high 26% of spending
without utility fund support).


MARTIFER SOLAR: Cathay Bank Objects to Nathan Schultz Hiring
------------------------------------------------------------
Cathay Bank filed an opposition to Martifer Solar USA, Inc., and
Martifer Aurora Solar, LLC's application to employ Fox Rothschild
LLP as counsel, to the extent the motion seeks to employ non-Fox
attorney, Nathan A. Schultz, Esq.

According to the Bank, neither the Motion, nor its supporting
Declarations, seek separate employment of Schultz or address any
of the prerequisites of 11 U.S.C. Section 327 or Fed.R.Bankr.P.
Rule 2014 with respect to Schultz.  As such, the Motion should be
denied with respect to Schultz.

Cathay Bank also said that the Court should deny the Motion with
respect to Schultz because his services do not promote efficiency
or result in cost-savings to the estate.

Cathay Bank's Attorney can be reached at:

       Natalie M. Cox, Esq.
       KOLESAR & LEATHAM
       400 South Rampart Blvd., Suite 400
       Las Vegas, NV 89145
       Tel: (702) 362-7800
       Fax: (702) 362-9472
       E-mail: ncox@klnevada.com

                         About Martifer Solar

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

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

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

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


MARTIFER SOLAR: Taps Shea Labagh as Accountants
-----------------------------------------------
Martifer Solar USA, Inc. and Martifer Aurora Solar, LLC seek
authorization from the U.S. Bankruptcy Court for the District of
Nevada to employ Shea Labagh Dobberstein as accountants, nunc pro
tunc to Jan. 21, 2014.

The Debtors propose to employ and retain Shea Labagh to render all
necessary accounting services to the Debtors that may be required
in order to timely prepare and file the Debtors' federal tax
returns, and other accounting services as necessary.

The Debtors seek to employ Shea Labagh on an hourly basis at rates
consistent with those Shea Labagh routinely charges in comparable
matters, and the firm anticipates that the fees to timely prepare
and file the Debtors' federal tax returns will range from $12,500
to $17,500 in the aggregate.

Shea Labagh will be paid at these hourly rates:

       Edward T. Hanley, Jr., Tax Principal      $385
       David R. Melone, Tax Principal            $385
       Ken Yang, Tax Senior                      $200
       Ferliana Hioe, Tax Senior                 $200
       Alex McQuigg, Tax Staff                   $140
       Lisa Lubag, Manager, Financial Oversight  $215
       Donna Hong, Staff, Financial Oversight    $140

Shea Labagh will also be reimbursed for reasonable out-of-pocket
expenses incurred.

The Debtors propose that Shea Labagh be permitted to submit, and
the Debtors be permitted to pay to Shea Labagh, interim billings
for services performed as work progresses and expenses are
incurred, without further Court order.  To the extent the billings
exceed the amount of $50,000, the Debtors will seek Court approval
before making payment in excess of such maximum amount.

Shea Labagh disclosed receiving payments in the ordinary course of
its representation.  Within 90 days of the Petition Date, Shea
Labagh received payment from the Debtors in the amount of
$19,812.21.

Shea Labagh waived $14,248.61 in unpaid fees incurred prior to the
Petition Date.

David R. Melone, tax principal of Shea Labagh, 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.

Shea Labagh can be reached at:

       David R. Melone, Esq.
       SHEA LABAGH DOBBERSTEIN
       505 Montgomery Street
       San Francisco, CA 94111
       Tel: (415) 397-4444

                      About Martifer Solar

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

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

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

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


MARTIFER SOLAR: Hires Wolf Rifkin as Litigation Counsel
-------------------------------------------------------
Martifer Solar USA, Inc. asks for authorization from the U.S.
Bankruptcy Court for the District of Nevada to employ Wolf,
Rifkin, Shapiro, Schulman & Rabkin LLP as special California
litigation counsel, nunc pro tunc to the Jan. 21, 2014 petition
date.

The Debtor wants Wolf Rifkin to continue representing the Debtor
in certain pending litigation matters in California.  As of the
Petition Date, Wolf Rifkin was handling six pending matters for
the Debtor.

Wolf Rifkin will be paid at these hourly rates:

       John Samberg, partner (CA, LV, RN
         Office)- lead Martifer USA counsel in
         all Wolf Rifkin offices                  $450
       Elsa Horowitz, partner (CA Office)         $425
       Simon Aron, of-counsel (CA Office)         $450
       Chris Mixon, associate (RN Office)         $350
       Royi Moas, associate (LV office)           $375
       Josh Shapiro, associate (CA office)        $395
       John Narcise, paralegal (CA office)        $200
       Noemy Valdez, paralegal (LV office)        $175
       Partners                                $395-$450
       Associates                              $350-$395
       Paralegals                              $175-$200

Wolf Rifkin will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Given that Wolf Rifkin represented the Debtor prepetition, Wolf
Rifkin received payments in the ordinary course of its
representation.  Within 90 days of the Petition Date, Wolf Rifkin
received these payments from a third party on behalf of the
Debtor:

   (a) Payment of $70,006.64 received from Martifer Solar, Inc. on
       Dec. 31, 2013 and applied to the outstanding Martifer USA
       balance; and

   (b) Payment of $30,000 received from Martifer Solar, Inc. on
       Jan. 21, 2014 and applied to the outstanding Martifer USA
       balance.

Wolf Rifkin has a claim against the Debtors for unpaid fees and
expenses incurred prior to the Petition Date in the amount of
$57,827.61.

Wolf Rifkin is not currently holding a retainer paid by the Debtor
more than 90 days before the Petition Date.

Wolf Rifkin is currently holding in its client trust account a
payment of $13,810.37 it received from Martifer USA pre-petition
on Jan. 17, 2013

Stephen J. Burke, partner of Wolf Rifkin, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

The Court for the District of Nevada was slated to hold a hearing
on the application on March 10, 2014, at 9:30.m.

Wolf Rifkin can be reached at:

       John Samberg, Esq.
       WOLF, RIFKIN, SHAPIRO, SCHULMAN & RABKIN LLP
       5594-B Longley Lane
       Reno, NV 89511
       Tel: (775) 853-6787
       Fax: (775) 853-6774
       E-mail: jsamberg@wrslawyers.com

                      About Martifer Solar

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

Bankruptcy Judge August B. Landis oversees the case.  The Debtors
tapped Brett A. Axelrod, Esq., and Micaela Rustia Moore, Esq., at
Fox Rothschild LLP, in Las Vegas, as counsel, and Armory
Consulting Co. as restructuring and financial advisor.  The
Debtors tapped Foley Hoag LLP as special Massachusetts litigation
counsel with respect to a pending litigation relating to EPG
Solar, LLC; and Foley & Lardner LLP as special solar counsel.

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

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


MEDIA GENERAL: Incurs $6.2 Million Net Loss in Fourth Quarter
-------------------------------------------------------------
Media General, Inc., reported a net loss of $6.24 million on
$109.98 million of net operating revenue for the three months
ending Dec. 31, 2013, as compared with net income of $19.13
million on $71.43 million of net operating revenue for the same
period in 2012.

For the 12 months ending Dec. 31, 2013, the Company reported net
income of $4.35 million on $269.91 million of net operating
revenue as compared with net income of $35.96 million on $228.18
million of net operating revenue during the prior year.

As of Dec. 31, 2013, the Company had $1.92 billion in total
assets, $1.18 billion in total liabilities and $735.23 million in
total stockholders' equity.

"The merger of Media General and Young Broadcasting on November
12, 2013, was a renaissance event for both companies.  This
business combination created a new, diversified broadcast and
digital company with a strong balance sheet, generating robust
cash flows.  Indeed, our year-end 2013 net leverage was 4.27x,
based on our credit agreement, even better than we'd anticipated,"
said George L. Mahoney, president and chief executive officer of
Media General.

A copy of the press release is available for free at:

                         http://is.gd/ZN98WF

                         About Media General

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

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

                           *     *     *

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

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


MERRIMACK PHARMACEUTICALS: Incurs $32 Million Loss in 4th Quarter
-----------------------------------------------------------------
Merrimack Pharmaceuticals, Inc., reported a net loss of $32.34
million on $7.82 million of collaboration revenues for the three
months ended Dec. 31, 2013, as compared with a net loss of $24.89
million on $14.19 million of collaboration revenues for the same
period during the prior year.

For the year ended Dec. 31, 2013, the Company incurred a net loss
of $130.68 million on $47.78 million of collaboration revenues as
compared with a net loss of $91.75 million on $48.92 million of
collaboration revenues in 2012.

As of Dec. 31, 2013, the Company had $192.41 million in total
assets, $235.54 million in total liabilities and a $43.46 million
total stockholders' deficit.

"We are pleased with the progress we made this past quarter
advancing our therapeutic and diagnostic candidates," said Robert
Mulroy, president and CEO of Merrimack.  "We took a major step
forward with the biomarker results for MM-121, which support our
hypothesis on the importance of ErbB3 in cancer resistance. We
also presented encouraging monotherapy and imaging data on MM-302.
In addition, we made significant progress on the business
development front, initiating a profit share collaboration with
Actavis that has the potential to provide future cash flow to fund
R&D."

A copy of the press release is available for free at:

                        http://is.gd/yeVSHX

                          About Merrimack

Cambridge, Mass.-based Merrimack Pharmaceuticals, Inc., a
biopharmaceutical company discovering, developing and preparing to
commercialize innovative medicines consisting of novel
therapeutics paired with companion diagnostics.  The Company's
initial focus is in the field of oncology.  The Company has five
programs in clinical development.  In it most advanced program,
the Company is conducting a pivotal Phase 3 clinical trial.


METRO AFFILIATES: Can Pay $605,000 Bonuses to Top 2 Execs
---------------------------------------------------------
Judge Sean H. Lane of the U.S. Bankruptcy Court for the Southern
District of New York approved the key employee incentive plan
proposed by Metro Affiliates, Inc., et al., under which the
Debtors will pay bonuses of up to $605,000 to their president and
chief executive officer and chief financial officer.

The KEIP provides that payments will be made to Messrs. Carpenter
and Schlenker at month-end for three months, beginning on February
28, 2014, provided each is still employed with the Debtors, to the
extent there are incremental gross proceeds after satisfaction of
the Wells Fargo DIP Facility, including $22.8 million in letters
of credit.  If the amount is not satisfied, there will be no
incremental gross proceeds.

Amounts to be earned under the KEIP range from $27,778 for David
J. Carpenter, as president and CEO, and $20,000 for Nathan W.
Schlenker, as CFO, after collecting $1 million in incremental
proceeds through the sale of almost 900 buses that remain unsold
after several transactions conducted during the bankruptcy
proceeding and the collection of accounts receivables, to $425,000
for Mr. Carpenter (after collecting $12 million in incremental
proceeds) and $180,000 for Mr. Schlenker (after collecting $9
million in incremental proceeds).

                       About Metro Affiliates

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

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

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

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

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

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


METRO AFFILIATES: Sells Miscellaneous Assets to Various Purchasers
------------------------------------------------------------------
Metro Affiliates, Inc., et al., filed separate notices with the
U.S. Bankruptcy Court for the Southern District of New York

Purchaser                    Assets                  Consideration
---------                    ------                  -------------
Zhanna Zhukova               Auto 4-Dr Sedan DEH5198          $750
George Titolo                Motor Coach OXZ1912            $4,500
Fred Sharpe                  Auto 4-Dr Sedan EXM2703        $3,000
                             Auto 4-Dr Sedan CDL5128        $1,000
Nat Schlenker                Auto 4-Dr Sedan DEH5197        $1,200
                             Auto 4-Dr Sedan XAZE37         $2,950
Patrick Cerniglia            Type A School Bus  M66ADL        $500
                             Pick-up Truck X3927Y             $500
McGough Leasing, LLC         19 Type C School Buses       $494,000
Boro Transit, Inc.           Assorted Vehicles            $128,575
Baumann Bus Company, Inc.    7 School Buses               $158,900
McGough Bus Co., Inc.        19 School Buses              $494,000
Academy Express, LLC         4 Motor Coaches              $315,000
Charles Butera               Auto 4-Dr Sedan  GGW7473       $8,000
Educational Bus, Inc.        12 School Buses              $176,400
WE Transport, Inc.           Type A HDCP School Bus        $14,700
                             Pick-up Truck                  $7,000
Total Transportation Corp.   Various Vehicles              $36,400
George Titolo                3 Vehicles                    $15,950
John McCarthy                Passenger Van                 $12,600
ABA Transportation
   Holding Co., Inc.         7 School Buses               $158,900
WE Transport, Inc.           Silverado 2500                 $3,500
Charles Konieko              1 Passenger Van                $8,000
George Titolo                Silverado 2500                 $3,500
Steven McDavitt              Various Vehicles               $7,000
Academy Express              Various Vehicles             $480,000
Franmar Leasing, LLC         11 Motor Coaches             $435,000
Franmar Leasing, LLC         4 Vehicles                    $62,000

                       About Metro Affiliates

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

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

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

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

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

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


METRO AFFILIATES: Sells 64 Buses to Factory Direct for $2.1MM
-------------------------------------------------------------
Metro Affiliates, et al., sought and obtained authority from Judge
Sean H. Lane of the U.S. Bankruptcy Court for the Southern
District of New York to sell buses to Factory Direct Bus Dales,
Inc., for $2,127,048, plus the assumption of certain liabilities.

According to the Debtors' counsel, Lisa G. Beckerman, Esq., at
Akin Gump Strauss Hauer & Feld LLP, in New York, Factory Direct
contacted the Debtors' counsel with proposal to acquire 64 of the
Debtors' buses.  Following an inspection of the Purchased Assets,
Factory Direct offered to pay $2,127,048 for the Purchased Assets,
which is 83% of the orderly liquidation value for those assets.

The Debtors believe that the proposed sale to Factory Direct
represents the highest and best value for the Purchased Assets
under the circumstances of the Chapter 11 cases, notwithstanding
that the purchase price is less than 100% of OLV.  Ms. Beckerman
said the Debtors did not receive any bids for the 64 buses at the
auction, and many of these buses are not in optimal condition.

                       About Metro Affiliates

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

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

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

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

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

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


MFM DELAWARE: Slated to Present Plan for Confirmation April 30
--------------------------------------------------------------
MFM Delaware Inc. and MFM Industries Inc. last week obtained
approval of the disclosure statement explaining their proposed
bankruptcy-exit plan.  The Debtors are now sending solicitation
packages to creditors ahead of the plan confirmation hearing
slated at the end of April.

The disclosure statement order signed by Bankruptcy Judge Peter J.
Walsh on March 5, 2014, provides that:

   -- The record date for purposes of determining creditors
entitled to vote on the Plan is March 5, 2014;

   -- The Debtors by March 10 will send solicitation packages to
creditors entitled to vote on the Plan;

   -- All ballots must be properly executed, completed and
delivered with original signatures to The Rosner Law Group LLC,
824 Market Street, Suite 810, Wilmington, DE 19801, so that they
are received by RLG no later than 4:00 p.m. (prevailing Eastern
Standard Time) on April 10, 2014.

   -- Objections to confirmation of the Plan are due April 10,
2014, at 4:00 p.m.

   -- The Debtors and other parties are authorized to file replies
to any objections by no later than 4:00 p.m. on April 24, 2014.

   -- The confirmation hearing will be held April 30, 2014, at
2:00 p.m.

                    The Chapter 11 Plan

The Debtors filed a proposed Chapter 11 plan and disclosure
statement on Jan. 23, 2014; and amended the Plan documents
statement ahead of the March 5 hearing.

The Chapter 11 plan does not provide for the substantive
consolidation of the Debtors' estates.  Rather, the Plan provides
for a distribution to Industries' creditors from Industries'
assets and, to the extent any of Industries' assets are
distributed to MFM Delaware on account of MFM Delaware's interests
in Industries, the funds will be distributed to MFM Delaware's
creditors in a like manner.  The Plan also provides for a reduced
distribution for claims of officers, directors and shareholders
("Related Parties") of MFM Delaware.

The Debtors anticipate that MFM Industries' creditors will receive
a cash distribution and that certain of MFM Delaware's creditors
may, under certain circumstances, receive a distribution.

According to the latest iteration of the Disclosure Statement,
holders of general unsecured claims estimated at $4.53 million to
$4.75 million against MFM Industries are impaired and are
projected to recover 45% to 70%.  Holders of general unsecured
claims estimated at $250,000 against MFM Delaware are projected to
recover 0% to 2%.  Related Parties with unsecured claims of $1.30
million against Industries are slated to recover 40% to 63%.
Related parties with unsecured claims of $3.81 million against
Delaware will recover 0% to 2%.

The original Plan provided that holders of general unsecured
claims against MFM Industries are impaired and are projected to
recover 0% to 100%.  Holders of general unsecured claims against
MFM Delaware are projected to recover 0% to 2%.  The prior Plan
also provided that holders of convenience claims -- unsecured
creditors of MFM Industries with allowed claims equal to or less
than $10,000 or general unsecured creditors who agree to reduce
the amount of their claims to $10,000 -- will receive at least 20%
of the allowed claim.

In the latest Plan, holders of interests in MFM Industries and MFM
Delaware will retain their interests and thus are unimpaired under
the Plan.  The prior Plan provided the same treatment.

A copy of the Disclosure Statement dated Jan. 23 is available for
free at:

     http://bankrupt.com/misc/MFM_DS_Jan2314.pdf

A copy of the Disclosure Statement filed March 3, 2014, is
available for free at:

     http://bankrupt.com/misc/MFM_Amended_DS_030314.pdf

A copy of the solicitation version of the Disclosure Statement,
which is dated March 5, 2014, is available for free at:

      http://bankrupt.com/misc/MFM_Amended_DS_030514.pdf

                      About MFM Industries

Cat litter maker MFM Delaware, Inc., and affiliate MFM Industries,
Inc., sought Chapter 11 protection (Bankr. D. Del. Case No.
13-11359 and 13-11360) on May 28, 2013.

Founded in 1964 as a clay-based absorbents supplier, MFM is
supplier of cat litter in the U.S.  The Company produces 100,000
tons of cat litter a year, representing 1 percent of the total
market.  Its private label market share is 20 percent.  The
company's cat litter products are comprised of a blend of fuller's
earth clay, sodium bentonite and scenting properties.   Clay is
supplied from a leased clay mine in Ocala, Florida, and is
transported five miles away to the company's manufacturing plant
in Reddick, Florida.  Direct Capital Partners, LLC, acquired a
majority stake in the Company in 1997.

Frederick B. Rosner, Esq., at Rossner Law Group LLC, serves as the
Debtors' bankruptcy counsel, and Pharus Securities, LLC, serves as
investment banker.

The Official Committee of Unsecured Creditors is represented by
Michael J. Barrie, Esq. at Benesch, Friedlander, Coiplan & Aronoff
LLP as its counsel; and Gavin/Solmonese LLC as its financial
advisor.


MFM DELAWARE: Plan Solicitation Exclusivity Extended to June 23
---------------------------------------------------------------
MFM Delaware Inc. and MFM Industries Inc. sought and obtained from
the bankruptcy court an order extending the period within which
only they may solicit acceptances of a Chapter 11 plan by 90 days
to June 23, 2014.

Frederick B. Rosner, Esq., at The Rosner Law Group, LLC, in
Wilmington, Delaware, pointed out that the Debtors have proposed a
plan within the first year of filing for bankruptcy.  According to
Mr. Rosner, based on the filing of the Debtors' proposed plan on
Jan. 23, 2014, it would be impossible for the Debtors to obtain
confirmation of their proposed plan prior to the March 24, 2014
expiration of the exclusive period.

                      About MFM Industries

Cat litter maker MFM Delaware, Inc., and affiliate MFM Industries,
Inc., sought Chapter 11 protection (Bankr. D. Del. Case No.
13-11359 and 13-11360) on May 28, 2013.

Founded in 1964 as a clay-based absorbents supplier, MFM is
supplier of cat litter in the U.S.  The Company produces 100,000
tons of cat litter a year, representing 1 percent of the total
market.  Its private label market share is 20 percent.  The
company's cat litter products are comprised of a blend of fuller's
earth clay, sodium bentonite and scenting properties.   Clay is
supplied from a leased clay mine in Ocala, Florida, and is
transported five miles away to the company's manufacturing plant
in Reddick, Florida.  Direct Capital Partners, LLC, acquired a
majority stake in the Company in 1997.

Frederick B. Rosner, Esq., at Rossner Law Group LLC, serves as the
Debtors' bankruptcy counsel, and Pharus Securities, LLC, serves as
investment banker.

The Official Committee of Unsecured Creditors is represented by
Michael J. Barrie, Esq. at Benesch, Friedlander, Coiplan & Aronoff
LLP as its counsel; and Gavin/Solmonese LLC as its financial
advisor.


MICROVISION INC: Ben Farhi Stake at 8.4% as of Feb. 21
------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Ben Lawrence Farhi disclosed that as of
Feb. 21, 2014, he beneficially owned 2,711,443 shares of common
stock of MicroVision, Inc., representing 8.4 percent of the shares
outstanding.  A copy of the regulatory filing is available for
free at http://is.gd/Zxcdbl

                        About Microvision Inc.

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

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

Moss Adams LLP, in Seattle, Washington, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has suffered recurring losses from operations and has
a net capital deficiency that raise substantial doubt about its
ability to continue as a going concern.


MONTANA ELECTRIC: Plan Proceedings Continued to April
-----------------------------------------------------
In the Chapter 11 case of Southern Montana Electric Generation and
Transmission Cooperative, Inc., the Bankruptcy Court in Billings,
Montana, has issued an order granting the "Motion To Continue/
Reschedule Hearing On THE NOTEHOLDERS DISCLOSURE STATEMENT AND THE
MEMBERS DISCLOSURE STATEMENT, AS AMENDED".

Pursuant to the Order, parties in interest have until and through
April 1, 2014, to object to the Noteholders' Disclosure Statement
and if an objection is filed, it must include a hearing notice
setting the objection for hearing on April 15, 2014.

Parties in interest have until and through April 1, 2014, to
object to the Member Cooperatives' Second Amended Disclosure
Statement and if an objection is filed, it must include a hearing
notice setting the objection for hearing on April 15.

Creditors Forethought Life Insurance Company, Modern Woodmen of
America, Prudential Insurance Company of America, Universal
Prudential Arizona Reinsurance Company filed the Joint Motion to
Continue the Feb. 25, 2014 Hearing and Deadlines for Objections to
the Disclosure Statements filed in SME's bankruptcy case.

As reported by the Troubled Company Reporter, Beartooth Electric
Cooperative Inc. said in an update posted Feb. 12 on its Web site
that the parties are in settlement discussion.  If a settlement is
reached, all pending actions, competing plans, and motions will be
dismissed.  If the settlement discussions fail, or if a plan based
on a settlement is not confirmed, the stay will be lifted.

According to the TCR, two plans are currently on file with the
Court:

     -- On one side is the liquidating plan filed by
        Beartooth Electric Cooperative, Inc., Fergus Electric
        Cooperative, Inc., Mid-Yellowstone Electric Cooperative,
        Inc. and Tongue River Electric Cooperative, Inc., each
        a member cooperative in the Debtor.  The Member
        Cooperatives on Dec. 31 filed the Second Amended
        Disclosure Statement for Member Cooperatives' Plan of
        Liquidation for Southern Montana Electric Generation
        and Transmission Cooperative, Inc.

     -- On the other is the Plan of Reorganization for the
        Cooperative filed Dec. 17, by The Prudential Insurance
        Company of America, Universal Prudential Arizona
        Reinsurance Company, Prudential Investment Management,
        Inc. as successor in interest to Forethought Life
        Insurance Company, and Modern Woodmen of America.

                     Member Cooperatives' Plan

The Disclosure Statement amends the Disclosure Statement for
Member Cooperatives' Plan of Liquidation for Southern Montana
Electric Generation and Transmission Cooperative, Inc. dated Oct.
25, 2013, and is in support of the Amended Member Cooperatives'
Plan of Liquidation for Southern Montana Electric Generation and
Transmission Cooperative, Inc., dated Dec. ___, 2013.

The Initial Disclosure Statement was filed as a supplement to the
Disclosure Statement for the Chapter 11 Trustee's Third Amended
Plan of Reorganization dated Sept. 24, which was approved by the
Bankruptcy Court by Order dated Oct. 1, 2013.

However, pursuant to an Order dated Nov. 26, 2013, the Bankruptcy
Court terminated the appointment of the Chapter 11 Trustee, Lee A.
Freeman, necessitating the Plan amendments.

In addition, the Second Amended Disclosure Statement addresses
certain objections raised by the Noteholders.

The Member Cooperatives' Plan provides for the prompt and complete
liquidation and dissolution of the Debtor; sale, distribution, or
surrender of the Debtor's assets; substantial distributions to
secured creditors commensurate with the value of the collateral; a
distribution to unsecured creditors that is equal to if not
greater than what they would receive if the Debtor were to be
liquidated in Chapter 7; and for the Members to transition to new
power suppliers during a limited transition period following
confirmation.

The other key elements of the Members' Plan are that the Debtor
will appoint a Liquidating Agent to manage the Debtor's
liquidation; Highwood Generating Station and other collateral is
surrendered to the primary secured creditors, the Noteholders; the
Members' All-Requirements Contracts with Debtor are rejected and
terminated; and, the Debtor's power contract with Western Area
Power Administration is assigned in agreed allocated shares to the
participating Members.

The Members, after inquiry and investigation, believe that a
successful reorganization of the Debtor is not feasible in the
current regulatory and economic environment, particularly with the
current number of Members and Members' patrons/customers, the lack
of load diversification, lack of opportunity for load growth, and
the dissension among the Members. Therefore, the Members believe
that the Members' Plan provides the fairest, most equitable, and
balanced resolution of the claims against the Debtor and the
interests of the Members and will protect the interests of the
Members' patrons/customers. The Members strongly recommend that
you vote to accept the Members' Plan.

A copy of the Second Amended Disclosure Statement explaining the
Members' Plan is available at no extra charge at:

     http://bankrupt.com/misc/SOUTHERNMONTANA2ds.pdf

                         Noteholders' Plan

The Noteholders' Plan provides for the continued operation of the
Debtor.  Incorporated within the Plan are a settlement reached by
the Noteholders with all of the Construction Lienholders which
recorded mechanic liens against property of the Estate and a
settlement reached by the Noteholders with the Official Committee
of Unsecured Creditors.  In addition, the Plan retains for the
benefit of the Estate (and improves upon) the terms of a
negotiated settlement between the Noteholders and the Chapter 11
Trustee which resolves the issue of the value of the Noteholders'
collateral and under which the Noteholders' current claim for a
$46 million "make-whole amount" is waived.

According to the Plan, the settlement reached with the Noteholders
will result in a material reduction of the Noteholders' debt,
interest rate relief for the Debtor, and a shorter period of time
before the Noteholders' restructured debt is repaid.  The Plan
also provides for recoveries to other secured creditors and
distributions to unsecured creditors that are equal to if not
greater than what they would receive if the Debtor were to be
liquidated.

In addition to the settlement with the the Construction
Lienholders and the Official Committee of Creditors, one of the
other key elements of the Noteholders' Plan is a 10-year, all-
requirements power supply agreement between Reorganized Southern
and Morgan Stanley Capital Group, Inc. under which all of the
Debtor's power and energy needs will be met with under market-
based prices that are, in real dollars, at historical lows.  The
MSCGI Agreement replaces a pre-petition, long-term power supply
agreement with PPL Montana, LLC, and assigned to PPL EnergyPlus,
LLC that required the Debtor to purchase quantities of power that
greatly exceeded its needs and at prices that turned out to be
significantly overmarket.  By any measure, the MSCGI Agreement
will save the Debtor over $100 million as compared to what it
would have had to pay PPL through Dec. 31, 2019, the expiration
date of the PPL contract -- as set forth in an analysis performed
by ACES, formerly known as ACES Power Marketing, the Chapter 11
Trustee's industry advisor -- and allow for reasonable rates to be
charged to the Debtor's members for at least the next decade.

The significant savings achieved by the replacement of the PPL
contract will allow the Debtor to maintain sufiicient revenue to
pay the debt of the Noteholders secured in part by the Highwood
Generating Station on restructured terms and still charge rates to
its members that are significantly lower than what they would have
been had the PPL contract been performed.

Further, by the trust vehicle created pursuant to this Plan, the
Debtor will have the benefit of a futher reduction in the
principal balance of the Noteholders' debt, and will be able to
retain the optionality presented by continued ownership of a gas-
fired power generation facility in an environment in which coal-
fired plants across the country are being shut down or scheduled
to shut down due to environmental issues as well as the cost-
effectiveness of operating gas-fired plants at current natural gas
prices. Finally, by continuing to operate rather than liquidate,
the value of the Debtor's claims wholesale power contracts is
preserved for the benefit of creditors.

The Noteholders believe that the Plan provides creditors with the
best possible recovery under the circumstances.

A copy of the Disclosure Statement explaining the Noteholders'
Plan is available at no extra charge at:

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

The Member Cooperatives and their counsel are:

Attorneys for Tongue River Electric Cooperative, Inc.

     Jeffery A. Hunnes, Esq.
     GUTHALS, HUNNES & REUSS, P.C.
     P.O. Box 1977
     Billings, MT 59103-1977
     Telephone: 406-245-3071
     Facsimile: 406-245-3074
     E-mail: jhunnes@ghrlawfirm.com

Attorneys for Mid-Yellowstone Electric Cooperative, Inc.:

     Gary Ryder, Esq.
     P O Box 72
     Hysham MT 59038
     Tel: (406) 342-5546
     Fax: (406) 342-5626
     E-mail: garyryder@rangeweb.net

Attorneys for Fergus Electric Cooperative, Inc.

     John Paul, Esq.
     LAW OFFICE OF JOHN P. PAUL, PLLC
     P O Box 533
     Great Falls, MT 59403
     Tel: (406) 761-4422
     Fax: (406) 761-2009
     E-mail: johnpaul@qwestoffice.net

Attorneys for Fergus Electric Cooperative, Inc.:

     Robert K. Baldwin, Esq.
     Trent M. Gardner, Esq.
     GOETZ, BALDWIN & GEDDES, P.C.
     35 North Grand
     P.O. Box 6580
     Bozeman, MT 59771-6580
     Tel: (406) 587-0618
     Fax: (406) 587-5144
     E-mail: rbaldwin@goetzlawfirm.com
             tgardner@goetzlawfirm.com

Attorneys for Beartooth Electric Cooperative, Inc.:

     Laurence R. Martin, Esq.
     Martin S. Smith, Esq.
     FELT, MARTIN, FRAZIER & WELDON, P.C.
     208 North Broadway, Suite 313
     P.O. Box 2558
     Billings, Montana 59103
     Tel: (406) 248-7646
     Fax: (406) 248-5485
     E-mail: lmartin@feltmartinlaw.com
             msmith@feltmartinlaw.com

Counsel for the Noteholders are:

     Steven M. Johnson, Esq.
     CHURCH, HARRIS, JOHNSON & WILLIAMS, P.C.
     114 Third Street South
     P.O. Box 1645
     Great Falls, MT 59403
     Tel: 406-761-3000
     Fax: 406-453-2313
     E-mail: sjohnson@chjw.com

          - and -

     Jonathan B. Alter, Esq.
     BINGHAM McCUTCHEN LLP
     One State Street
     Hartford, CT 06103-3178
     Tel: 860-240-2700
     Fax: 860-240-2800
     E-mail: jonathan.alter@bingham.com

          - and -

     Steven Wilamowsky, Esq.
     BINGHAM McCUTCHEN LLP
     399 Park Avenue
     New York, NY 10022
     Tel: 212-705-7000
     Fax: 212-702-3607
     E-mail: steven.wilamowsky@bingham.com

                  About Southern Montana Electric

Based in Billings, Montana, Southern Montana Electric Generation
and Transmission Cooperative, Inc., was formed to serve five other
electric cooperatives.  The city of Great Falls later joined as
the sixth member.  Including the city, the co-op serves a
population of 122,000.  In addition to Great Falls, the service
area includes suburbs of Billings, Montana.

Southern Montana filed for Chapter 11 bankruptcy (Bankr. D.
Mont. Case No. 11-62031) on Oct. 21, 2011.  Southern Montana
estimated assets of $100 million to $500 million and estimated
debts of $100 million to $500 million.  Timothy Gregori signed the
petition as general manager.

Malcolm H. Goodrich, Esq., at Goodrich Law Firm, P.C., in
Billings, Montana, serves as the Debtor's counsel.

After filing for reorganization in October, the co-op agreed to a
request for appointment of a Chapter 11 trustee.  Lee A. Freeman
was appointed as the Chapter 11 trustee in December 2011.  He is
represented by Joseph V. Womack, Esq., at Waller & Womack, and
John Cardinal Parks, Esq., Bart B. Burnett, Esq., Robert M.
Horowitz, Esq., and Kevin S. Neiman, Esq., at Horowitz & Burnett,
P.C.

Harold V. Dye, Esq., at Dye & Moe, P.L.L.P., in Missoula, Montana,
represents the Unsecured Creditors' Committee as counsel.

On Nov. 26, 2013, the Bankruptcy Court removed Mr. Freeman as
Chapter 11 trustee for SME, at the behest of Fergus Electric
Cooperative Inc.  Judge Ralph Kirscher said changed circumstances,
such as agreement among the co-op's members on a liquidation plan,
eliminate the need for a trustee.

Fergus and Beartooth Electric Cooperative, Inc., have asked the
Court to convert SME's Chapter 11 case to one under Chapter 7 of
the U.S. Bankruptcy Code.


MONTREAL MAINE: Obtains Initial OK of $3.8MM Deal with Travelers
----------------------------------------------------------------
Judge Louis H. Kornreich of the U.S. Bankruptcy Court for the
District of Maine approved the compromise and settlement between
Robert J. Keach, Chapter 11 Trustee of Montreal Maine & Atlantic
Railway, Ltd., and Travelers Property Casualty Company of America.

Under the settlement, Travelers will pay a total of $3,800,000 to
the Debtor and Montreal, Maine & Atlantic Canada Co., of which 35%
will be allocated to the Debtor and 65% to MMAC.  The settlement
payment will be in full and final satisfaction of all claims of
all of the named insureds arising under commercial property
insurance policy from Travelers, and resulting from the July 2013
train derailment in Lac-Megantic, Quebec.

A joint hearing between the U.S. Court and the Superior Court
(Commercial Division) for the Province of Quebec, Canada, to
determine the rights of the Chapter 11 Trustee, MMAC, Wheeling &
Lake Erie Railway Company, and the Federal Railroad
Administration, will be held on March 12, 2014, at 10:00 A.M.

The Final Hearing shall determine the following: (a) the rights of
MMA, MMAC, the FRA and Wheeling, if any, in and to the Settlement
Payment in its entirety and portion thereof, including the
priority of each party?s rights in the same; and (b) the
appropriate allocation of the Settlement Payment as between MMA
and MMAC.

The Trustee, MMAC, Wheeling and the FRA is directed to cooperate
in relation to engaging in any and all discovery reasonably
requested by a party in relation to the Final Hearing.  Adversary
Proceeding No. 13-01033 initiated by Wheeling will be stayed only
in relation to matters involving Travelers, the Policy and claims
relating to the Policy and proceeds of the Policy pending the
outcome of the Final Hearing.  Wheeling will dismiss Travelers as
a defendant in the Adversary Proceeding immediately after
Travelers? payment of the Settlement Payment.

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

                       About Montreal Maine

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

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

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

Justice Martin Castonguay oversees the case in Canada.

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

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

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

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

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

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

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

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

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

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


MOONLIGHT APARTMENTS: Wins Access to Cash; SARE Order Entered
-------------------------------------------------------------
The Hon. Robert D. Berger of the U.S. Bankruptcy Court for the
District of Kansas entered an order:

     (i) designating the bankruptcy case of Moonlight Apartments,
         LLC, as a single asset real estate case;

    (ii) allowing the interim use of cash collateral in which
         First Capital Corporation asserts an interest; and

   (iii) granting adequate protection in the interim period.

In connection with the SARE order, the Court held that the 90-day
deadline found in Section 362(d)(3) is extended by 30 days (May
28, 2014).  That section provides that the Court may grant relief
from the automatic stay with respect to an act against single
asset real estate by a creditor whose claim is secured by an
interest in the real estate unless -- not later than the date that
is 90 days after the entry of the order for relief (or such later
date as the court may determine for cause by order entered within
that 90-day period) or 30 days after the court determines the
debtor is a SARE debtor --

     (A) the debtor has filed a plan of reorganization that has
         a reasonable possibility of being confirmed within a
         reasonable time; or

     (B) the debtor has commenced monthly payments that --
         (i) may, in the debtor's sole discretion, notwithstanding
         section 363 (c)(2), be made from rents or other income
         generated before, on, or after the date of the
         commencement of the case by or from the property to each
         creditor whose claim is secured by such real estate
         (other than a claim secured by a judgment lien or by an
         unmatured statutory lien); and (ii) are in an amount
         equal to interest at the then applicable nondefault
         contract rate of interest on the value of the creditor's
         interest in the real estate

Prior to the Petition Date, First Capital's predecessor Citizens
Bank, N.A., loaned money to the Debtor with respect to the
construction of the apartment complex on the real property
pursuant to the terms and conditions of various loan agreements
and documents.  The loans were secured, in part, by both the
real property, property incidental thereto, as well as the rents
generated from the apartment complex.

The Court also ruled that:

   a. Carl Clark, the receiver, and Greystar, the management
      company will be retained, as authorized, to oversee and
      operate the real property and property incidental thereto,
      collect rents generated from the property, and use the rents
      generated to operate the real property;

   b. the receiver and management company, without prior approval
      of the Court or the express written consent of First
      Capital, will be authorized to pay the reasonable amounts
      which are actual, necessary expenses in the operation of the
      real property not to exceed 120 percent of the amount stated
      for each category of expenses in the 2014 Budget, plus any
      necessary fees payable to the U.S. Trustee's office and up
      to $25,000 (the fee cap) for the Debtor's professional fees.
      However, in no event will the cash collateral in the
      interim period be used to pay prepetition claims or
      obligations, other secured claims, professional fees in
      excess of the Fee Cap, capital expenditures exceeding
      $15,000, or obligations to insiders unless authorized by
      separate order from the Court;

   c. the management company may use Cash Collateral to pay
      prepetition ordinary course obligations and expenses
      incurred in the operation of the complex, including
      reasonable management and receiver fees, to the extent
      provided for in the 2014 Budget.

   d. First Capital will have a replacement security interest and
      liens in the same type of assets acquired postpetition by
      the Debtor to the same extent that First Capital held a
      valid security interest prior to the Filing Date up to the
      amount of the Debtor's debt to First Capital;

   e. First Capital will be entitled to a superpriority
      administrative claim; and

   f. First Capital will be entitled to adequate protection
      payment of $92,000 to per month.

A final hearing on the continued access to cash collateral is
scheduled for March 19, 2014, at 1:30 p.m.  Objections, if any,
are due March 17.

                  About Moonlight Apartments, LLC

Moonlight Apartments, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. D. Kansas Case No. 14-20172) in Kansas City on Jan. 28,
2014.  The Overland Park, Kansas-based company disclosed
$28,631,756 in assets and $26,125,713 in liabilities as of the
Chapter 11 filing.

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

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

No committee of creditors or equity security holders has been
appointed in this case.


MOONLIGHT APARTMENTS: Jochens Okayed as Bankruptcy Counsel
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Kansas authorized
Moonlight Apartments, LLC, to employ Nancy Jochens, Esq., at
Jochens Law Office, to provide legal services to the Debtor.

The firm will, among other things:

   a) assist the Debtor in the preparation and filing of required
      statements, schedules and other documents and pleadings
      required or permitted under the Bankruptcy Code and Rules;

   b) advise the Debtor regarding its rights and obligations as
      a Debtor and as a Debtor-in-Possession;

   c) represent the Debtor in hearings, meetings, conferences,
      and trials of contested matters and adversary proceedings
      brought by or against the Debtor; and

   d) advise the Debtor regarding the formulation of a plan of
      reorganization, negotiation of the terms of the plan of
      reorganization with creditors and other interested persons,
      and to draft one or more plans of reorganization, and
      disclosure statement.

The hourly rate of the firm's counsel is $325.  The Debtor has
paid $1,213 to the firm, which amount was paid to the Court as the
filing fee for the commencement of the case.

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

                  About Moonlight Apartments, LLC

Moonlight Apartments, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. D. Kansas Case No. 14-20172) in Kansas City on Jan. 28,
2014.  The Overland Park, Kansas-based company disclosed
$28,631,756 in assets and $26,125,713 in liabilities as of the
Chapter 11 filing.

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

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

No committee of creditors or equity security holders has been
appointed in this case.


MORNINGSTAR MARKETPLACE: Solar Farm Project Blamed for Bankruptcy
-----------------------------------------------------------------
Sean Adkins, writing for York Daily Record's ydr.com, reports that
Andrew Lentz traced the bankruptcy of his company, Morningstar
Marketplace, back to his four-acre solar farm stationed on
Morningstar's property.  Mr. Lentz was one of those who borrowed
money to invest in solary energy systems.  The idea behind the
project was to produce enough renewable electricity to power the
farmer's market and about 50 homes.

This endeavor, according to the report, was prompted by a
Pennsylvania state reqirement in 2004, wherein once a utility's
rate cap expired, it had to buy a certain amount of solar energy
credits each year.  Basically, a resident or a business with a
solar energy system would sell credits to an aggregator who, in
turn, would eventually sell the credits to a utility. That utility
would meet its requirement from the state, and the person or
business would receive a check.  Eager to cash in on the credits,
a rush of residents and companies from across the state started to
invest in solar energy systems.

The report relates that Morningstar, after completing scientific
and economic feasibility plans, secured funding in 2010 for the
project in the form of a $3.4 million bond and other investments,
according to the company's bankruptcy filing.  However, in July
2011, a month before the solar farm went online, the value of the
solar energy credits dropped.  When Mr. Lentz started his project,
solar energy credits sold for roughly $300 per 1,000 kilowatt
hours. Months later, the value had dropped to about $10 per 1,000
kilowatt hours.

ydr.com relates Mr. Lentz and others working for him will spend
the next several months fine-tuning a plan to repay bond holder
and investors.

The report notes Mr. Lentz said he has no plans to shut down the
solar farm, and said the bankruptcy will have no effect on the
market.  He also said that once he's past the bankruptcy, he
expects to go full-force into building his expo center, complete
with a commercial kitchen and an adjoining auction hall and
wedding reception center.  The project, complete with another road
entrance for the market and double the parking, is expected to
cost about $2.5 million.  He said he expects to be able to borrow
some of the money he needs.  Plans call for the center to open in
the spring of 2015, Mr. Lentz said.

                   About Morningstar Marketplace

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


MTGOX CO.: Bitcoin Exchange Moves to Protect U.S. Assets
--------------------------------------------------------
Katy Stech, writing for The Wall Street Journal, reported that Mt.
Gox, the Japanese bitcoin exchange that halted trading last month,
filed for bankruptcy protection in the U.S. to prevent customers
from targeting the cash it holds in U.S. bank accounts.

According to the report, at a hearing in federal bankruptcy court
in Dallas on March 10, a judge granted a request by the company
that temporarily blocks a potential class-action lawsuit filed in
Illinois by the exchange's customers.

Mt. Gox's lawyers argued that fighting customers in a U.S. court
would waste money while financial professionals in Japan try to
save the exchange, the report related.

Mt. Gox, based in Tokyo, filed a U.S. bankruptcy petition on
March 9 in Dallas, which is where it stores some of its data on
computer servers, the report further related. The company filed
for bankruptcy protection in Japan last month.

Once the most popular exchange for buyers and sellers of the
bitcoin digital currency, Mt. Gox suspended trading on Feb. 25 and
has said it lost almost 750,000 of its customers' bitcoins and
about 100,000 of its own, the Journal recalled.


MTGOX CO.: Chapter 15 Case Summary
----------------------------------
Chapter 15 Petitioner: Robert Marie Mark Karpeles

Chapter 15 Debtor: MtGox Co., Ltd.
                      AKA MtGox KK
                   Level 15-F, Cerulean Tower
                   26-1 Sakuragaoka-cho, Shibuya-ku
                   Tokyo 150-8152

Chapter 15 Case No.: 14-31229

Chapter 15 Petition Date: March 9, 2014

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

Chapter 15 Petitioner's    John E. Mitchell, Esq.
Counsel:                   BAKER & MCCKENZIE LLP
                           2001 Ross Ave., Suite 2300
                           Dallas, TX 75201
                           Tel: (214) 978-3037
                           Fax: (214) 965-5948
                           Email: john.mitchell@bakermckenzie.com

                                - and -

                           David William Parham, Esq.
                           BAKER & MCKENZIE LLP
                           2001 Ross Ave., Suite 2300
                           Dallas, TX 75201
                           Tel: (214) 978-3034
                           Fax: 214-978-3099
                           Email: david.parham@bakermckenzie.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $50 million to $100 million


NAVISTAR INTERNATIONAL: To Webcast Q1 Results on March 5
--------------------------------------------------------
Navistar International Corporation will present via live web cast
its fiscal 2014 first quarter financial results on Wednesday,
March 5th.  A live web cast is scheduled at approximately 9:00
a.m. Eastern.  Speakers on the web cast will include Troy Clarke,
president and chief executive officer, Jack Allen, executive vice
president and chief operating officer, Walter Borst, executive
vice president and chief financial officer, and other company
leaders.

The web cast can be accessed through a link on the investor
relations page of Company's Web site at:

     http://www.navistar.com/navistar/investors/webcasts

Investors are advised to log on to the Web site at least 15
minutes prior to the start of the web cast to allow sufficient
time for downloading any necessary software.  The web cast will be
available for replay at the same address approximately three hours
following its conclusion, and will remain available for a period
of 10 days.

                    About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The Company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

Navistar International reported a net loss attributable to the
Company of $898 million for the year ended Oct. 31, 2013, a net
loss attributable to the Company of $3.01 billion for the year
ended Oct. 31, 2012.

The Company's balance sheet at Oct. 31, 2013, showed $8.31 billion
in total assets, $11.91 billion in total liabilities and a $3.60
billion total stockholders' deficit.

                          *     *     *

In the Oct. 9, 2013, edition of the TCR, Moody's Investors Service
affirmed the ratings of Navistar International Corporation,
including the B3 Corporate Family Rating (CFR).  The ratings
reflect Moody's expectation that Navistar's successful
incorporation of Cummins engines throughout its product line up
will enable the company to regain lost market share, and that
progress in addressing component failures in 2010 vintage-engines
will significantly reduce warranty expenses.

As reported by the TCR on Oct. 9, 2013, Standard & Poor's Ratings
Services lowered its long-term corporate credit rating on
Illinois-based truckmaker Navistar International Corp. (NAV) to
'CCC+' from 'B-'.  "The rating downgrades reflect our increased
skepticism regarding NAV's prospects for achieving the market
shares it needs for a successful business turnaround," said credit
analyst Sol Samson.

As reported by the TCR on Jan. 24, 2013, Fitch Ratings has
affirmed the Issuer Default Ratings (IDR) for Navistar
International Corporation and Navistar Financial Corporation at
'CCC' and removed the Negative Outlook on the ratings.  The
removal reflects Fitch's view that immediate concerns about
liquidity have lessened, although liquidity remains an important
rating consideration as NAV implements its selective catalytic
reduction (SCR) engine strategy. Other rating concerns are already
incorporated in the 'CCC' rating.


NEXT1 INTERACTIVE: Extends Maturity of Wilton Note Until Dec. 1
---------------------------------------------------------------
Next 1 Interactive, Inc., entered into a Note Amendment with Mark
A. Wilton which, among other things:

   (i) extended the maturity date to Dec. 1, 2014, on those
       certain promissory notes dated April 15, 2011, April 15,
       2001, April 15, 2011, Oct. 14, 2011, Jan. 3, 2012, Jan. 12,
       2012, May 15, 2012, and Oct. 4, 2012, in the respective
       amounts of $4,388,526, $211,000, $1,500,000, $83,000,
       $100,000, $100,000, $75,000 and $505,000;

  (ii) permits the Company to further extend the maturity date of
       the Notes until Dec. 1, 2015, if all quarterly interest
       payments are paid in full;

(iii) sets the conversion price at a fixed $0.50 per share; and

  (iv) permits the Company to force a conversion of the Notes into
       its common stock under certain circumstances .

In addition, the Company arranged for Realbiz Media Group, Inc.,
to issue to Mr. Wilton a warrant exercisable for 12,000,000 shares
of the common stock of Realbiz Media Group, Inc., at an exercise
price of $0.50 per share.

A copy of the Note Amendment is available for free at:

                       http://is.gd/HoCTCj

                     About Next 1 Interactive

Weston, Fla.-based Next 1 Interactive, Inc., is the parent company
of RRTV Network (formerly Resort & Residence TV), Next Trip -- its
travel division, and Next One Realty -- its real estate division.
The Company is positioning itself to emerge as a multi revenue
stream "Next Generation" media-company, representing the
convergence of TV, mobile devices and the Internet by providing
multiple platform dynamics for interactivity on TV, Video On
Demand (VOD) and web solutions.  The Company has worked with
multiple distributors beta testing its platforms as part of its
roll out of TV programming and VOD Networks.  The list of multi-
system operators the Company has worked with includes Comcast,
Cox, Time Warner and Direct TV.  At present the Company operates
the Home Tour Network through its minority owned/joint venture
real estate partner -- RealBiz Media.  As of July 17, 2012, the
Home Tour Network features over 4,300 home listings in four cities
on the Cox Communications network.

Next 1 Interactive disclosed a net loss attributable to the
Company of $4.19 million on $987,115 of total revenues for the
year ended Feb. 28, 2013, as compared with a net loss attributable
to the Company of $13.65 million on $1.29 million of total
revenues for the year ended Feb. 29, 2012.

D'Arelli Pruzansky, P.A., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Feb. 28, 2013.  The independent auditors noted
that the Company has incurred losses of $4,233,102 for the year
ended Feb. 28, 2013, and the Company had an accumulated deficit of
$71,193,862 and a working capital deficit of $13,371,094 at
Feb. 28, 2013.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern.

The Company's balance sheet at Nov. 30, 2013, showed $4.89 million
in total assets, $21.64 million in total liabilities and a $16.75
million total stockholders' deficit.

                         Bankruptcy Warning

"If we continue to experience liquidity issues and are unable to
generate revenue, we may be unable to repay our outstanding debt
when due and may be forced to seek protection under the federal
bankruptcy laws," according to the Company's annual report for the
year ended Feb. 28, 2013.


NOBLE LOGISTICS: Meeting to Form Creditors' Panel on March 17
-------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on March 17, 2014, at 10:30 a.m. in
the bankruptcy case of Noble Logistics, Inc., et al.  The meeting
will be held at:

         J. Caleb Boggs Federal Building
         844 King Street, Room 5209
         Wilmington, DE 19801

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

Noble Logistics, Inc. filed a Chapter 11 petition (Bankr. D. Del.
Case No. 14-10442) on Feb. 28, 2014 in Delaware.  Gregg M.
Galardi, Esq., and Emily A. Battersby, Esq. at DLA PIPER LLP,
serve as counsel to the Debtor.  The Debtor estimated $10 million
to $50 million in both assets and liabilities.


NORANDA ALUMINUM: Moody's Lowers Corporate Family Rating to 'B3'
----------------------------------------------------------------
Moody's Investors Service downgraded Noranda Aluminum Acquisition
Corporation's corporate family rating to B3 from B2 and
probability of default rating to B3-PD from B2-PD. At the same
time Moody's downgraded Noranda's senior secured term loan rating
to B2 from B1 and senior unsecured debt rating to Caa2 from Caa1.
The speculative grade liquidity rating remains unchanged at SGL-3.
The outlook is stable. This concludes the review for possible
downgrade initiated on December 11, 2013.

Downgrades:

Issuer: Noranda Aluminum Acquisition Corporation

Probability of Default Rating, Downgraded to B3-PD from B2-PD

Corporate Family Rating, Downgraded to B3 from B2

Senior Secured Bank Credit Facility Feb 18, 2019, Downgraded to
B2, LGD3, 42% from B1

Senior Unsecured Regular Bond/Debenture Jun 1, 2019, Downgraded
to Caa2 LGD5, 86% from Caa1

Outlook Actions:

Issuer: Noranda Aluminum Acquisition Corporation

Outlook, Changed To Stable From Rating Under Review

Ratings Rationale

The downgrade to a B3 corporate family rating considers the
company's weak debt protection metrics and high leverage as
evidenced by its negative EBIT/interest coverage ratio at December
31, 2013 and debt/EBITDA ratio of 9.3x (all using Moody's standard
adjustments). Weak aluminum prices in 2013 together with
increasing cost pressures, particularly from energy costs,
contributed to a material deterioration in Noranda's performance
in 2013. Moody's expect these challenging headwinds to continue
over the next twelve to eighteen months. While Moody's  expect LME
aluminum prices to remain range bound around current levels, the
increasing Midwest premium being achieved enhances the overall
price realization. However, it is questionable as to the level at
which such premiums can be sustained.

In response to market and cost challenges, Noranda has initiated a
number of measures to lower its cost base and enhance its cash
flow. The company recently launched a new CORE savings program
targeting $225 million in savings from 2014 to 2016. As part of
this program, the company has implemented workforce reductions
covering 190 employees and contact workers with expected annual
savings of approximately $15 million. Additionally, on February
13, 2014, the company announced that it filed with the Missouri
Public Service Commission a request to reduce and limit price
increases of electricity rates at its New Madrid Smelter.
Moreover, in October 2013, Noranda reduced its quarterly dividend
to $0.01 per share from $0.04 per share. The successful execution
of these measures should improve Noranda's competitive position,
however Moody's believe that it will not be until sometime in 2015
that the full benefits are achieved. For 2014, Moody's anticipate
that EBIT margins (including Moody's standard accounting
adjustments) will trend in the low single digits at best while
debt-to-EBITDA and EBIT-to-interest will stay above 5.5 times and
around 1.0 times, respectively.

The SGL-3 speculative grade liquidity rating reflects our view
that Noranda will maintain adequate liquidity over the next four
quarters. Moody's expect that free cash flow will be negative
during this period as a result of weak earnings generation and
capital expenditures that the company must invest to improve the
reliability of its operations given its reliance on both a single-
location smelter and refinery. Given the company's limited cash
balance of approximately $79.4 million at December 31, 2013,
Moody's believe that the some borrowings under the company's
revolver (ABL) may be required over the next four quarters.

The B2 senior secured term loan rating reflects its priority
position in the capital structure and the benefit of the loss
absorption provided by the unsecured debt below this instrument.
Borrowings under the term loan are secured on a first priority
basis on assets other than inventory and accounts receivables,
which are pledged on a first lien basis to the ABL ("ABL priority
collateral"). The term loan has a second lien position on the ABL
collateral. The Caa2 rating on the senior unsecured notes reflects
the effective subordination of these instruments to a substantial
amount of first lien secured debt and priority accounts payables,
and the expectation of a considerable loss in value in a default
scenario.

The stable outlook incorporates our expectation that aluminum
price deterioration has bottomed and that premiums will remain at
relatively high levels in 2014 compared with historical levels
although reduction in the Midwest premium in 2015 is viewed as
likely. The outlook also anticipates that Noranda will
successfully execute its cost savings program, achieve a more
favorable energy supply contract, and maintain adequate liquidity.

Noranda's rating could be downgraded if LME aluminum prices were
to further decline from currently weak levels and Midwest premium
prices retreat significantly, if production costs were to remain
high, or the company's operations encountered disruptions leading
to a sustained deterioration in operating performance and credit
metrics. Furthermore, the rating could be downgraded should the
company resume aggressive financial policies that result in a
material impact on its leverage profile, as has been evidenced in
the past. Quantitatively, the rating could be lowered if credit
metrics do not begin to show improvement from currently weak
levels such that adjusted debt-to-EBITDA is likely to be sustained
above 6.0 times, EBIT-to-interest below 1.0 times or if free cash
flow remains negative over a longer than expected time horizon.

At this point, a positive outlook or upgrade is unlikely, given a)
our expectations for weak profitability and credit metrics over
the next twelve to eighteen months, b) the company's relatively
small size, c) its reliance on one smelter and one refinery, and
d) its exposure to the cyclicality of aluminum price and demand
swings.

The principal methodology used in this rating was the Global Steel
Industry published in October 2012. 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 Franklin, Tennessee, Noranda Aluminum Acquisition
Corporation (Noranda) is involved in primary aluminum production
at its New Madrid, Missouri smelter and in downstream operations
through four rolling mills. In addition, Noranda has a 100%
interest in an alumina refinery in Gramercy, Louisiana and through
its wholly owned subsidiary, St. Ann Bauxite Holdings Ltd.,
ultimately owns 49% of a bauxite mining operation in St. Ann,
Jamaica. During the fiscal year ending December 31, 2013, Noranda
shipped approximately 504.8 million pounds of primary aluminum to
external customers and 372.5 million pounds of fabricated
products, generating revenues of $1.3 billion.


OMEGA HEALTHCARE: Fitch Assigns 'BB+' Subordinated Debt Rating
--------------------------------------------------------------
Fitch Ratings assigns a credit rating of 'BBB-' to the
$400 million senior unsecured notes due 2024 issued by Omega
Healthcare Investors, Inc. (NYSE: OHI).  The 4.95% notes were
priced at 98.58% of face value to yield 5.132% at a spread of 240
basis points to Treasuries.  Net proceeds from the offering are
expected to be used to repay a portion of outstanding term loans
and revolving credit facility borrowings.

Fitch currently rates OHI as follows:

   -- Issuer Default Rating (IDR) 'BBB-';
   -- Unsecured revolving credit facility 'BBB-';
   -- Senior unsecured notes 'BBB-';
   -- Senior unsecured term loans 'BBB-';
   -- Subordinated debt 'BB+'.

KEY RATING DRIVERS

The ratings reflect the strength of the company's metrics (low
leverage, high fixed-charge coverage, stable cash flows and
exceptional liquidity due to no near-term maturities), which
offset the largest credit concern - the focus on skilled nursing
and assisted living facilities.  The high percentage of government
reimbursement and the corresponding regulatory risk to operators
of these facilities may place pressure on operator earnings.
Additionally, Fitch notes the company's small size ($3.5 billion
in assets), moderate geographic concentration (Florida and Ohio
collectively comprise 26% of investments) and exposure to smaller,
unrated operators.

STRONG CREDIT METRICS

Fixed-charge coverage is strong for the 'BBB-' rating at 3.5x for
the year ended Dec. 31, 2013, compared with 3.0x for the years
2012 and 2011, respectively.  Contractual rental escalators drive
Fitch's expectation of fixed-charge coverage remaining above 3.5x
through the end of 2015.  Fitch defines fixed-charge coverage as
recurring operating EBITDA less straight-line rents divided by
total interest incurred.

Leverage is also strong for the 'BBB-' rating and continues to
decline.  Leverage was 5.1x at Dec. 31, 2013 partially affected by
the timing of the New Ark Investment, Inc. acquisition, as
compared with 5.6x and 5.7x as of Dec. 31, 2012 and 2011,
respectively.  Fitch forecasts that leverage will migrate to the
low-to-mid 4.0x range through 2015 as the company acquires
additional facilities funded evenly through debt and equity and
contractual rental escalators increase same-store EBITDA. Fitch
calculates leverage as net debt-to-recurring operating EBITDA.

STRONG LIQUIDITY THROUGH 2016 DUE TO DEBT MATURITY SCHEDULE

OHI's near-term liquidity is exceptionally strong with no debt
maturities until 2017.  Thereafter, OHI's debt maturities are
concentrated in 2022 and 2024 when $575 million and $800 million
of debt matures, respectively.  Fitch assumes OHI will seek to
reduce concentration and increase duration by exercising call
options on senior notes and issuing longer dated senior unsecured
obligations.

RISKS STEMMING FROM SNF FOCUS

Offsetting the credit positives is OHI's focus on skilled-nursing
facilities (SNF) and assisted-living facilities, which are highly
reliant upon federal and state reimbursement.  Approximately 92%
of OHI's operator revenues are derived from public sources as of
Sept. 30, 2013.  Operators have experienced greater financial
volatility and stress when rates and/or reimbursement formulas
have changed.  Healthcare legislation, together with budgetary
concerns at both the federal and state levels will likely continue
to pressure operator margins and operators' capacity to honor
lease obligations.

As expected by Fitch, OHI's operators' coverage has weakened due
to the Centers for Medicare & Medicaid Services 2011 reimbursement
rate adjustment but remains solid (though not robust) at 1.9x and
1.5x, respectively, for EBITDARM and EBITDAR for the trailing 12
months ended Sept. 30, 2013.  These levels compare to 2.2x and
1.8x, respectively for the year ended Dec. 31, 2011.  Master
leases with cross-collateralization and EBITDAR coverage covenants
improve OHI's security; however, OHI remains at risk for potential
tenant defaults and/or requests for rental relief concessions
stemming from changes to reimbursement rates.

OHI's operators have been offsetting revenue declines through non-
rent operating expense cost savings.  Coverage metrics have
declined moderately but Fitch expects they will stabilize near
current levels.

FAIR CONTINGENT LIQUIDITY

Contingent liquidity as measured by unencumbered assets-to-
unsecured debt is adequate, ranging between 1.8x and 2.1x at
capitalization rates of 10% to 12%.  This ratio will likely remain
flat as the company acquires properties on a leverage-neutral
basis.

OHI's dividend distribution policies allow it to retain some cash
flow from operations for corporate uses. OHI's adjusted funds from
operations payout ratio (AFFO) was 70.3% for the year ended
Dec. 31, 2013 as compared to 80.3% for 2012.

SUBORDINATED DEBT NOTCHING

The one-notch differential between OHI's IDR and the subordinated
debt assumed as part of the CapitalSource transaction considers
the relative subordination within OHI's capital structure.

STABLE OUTLOOK

The Stable Outlook reflects Fitch's expectation that metrics will
improve but remain appropriate for the current rating and that any
reimbursement pressures at the operator level will have a minimal
impact on OHI cash flows given lease length, covenants and
coverage.

RATING SENSITIVITIES

Although Fitch does not expect positive ratings momentum in the
near-to-medium term, the following factors could result in
positive momentum in the ratings and/or Outlook:

   -- Increased scale;

   -- Fitch's expectation of net debt-to-recurring operating
      EBITDA sustaining below 4.0x (leverage was 5.1x as of
      Dec. 31, 2013);

   -- Fitch's expectation of fixed-charge coverage sustaining
      above 3.5x (coverage was 3.5x for the year ended Dec. 31,
      2013).

The following factors may have a negative impact on OHI's ratings
and/or Outlook:

   -- Further pressure on operators through reimbursement cuts;
   -- Fitch's expectation of leverage sustaining above 5.5x;
   -- Fitch's expectation of fixed-charge coverage sustaining
      below 2.5x.


OMEGA HEALTHCARE: S&P Affirms 'BB+' CCR; Outlook Stable
-------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'BBB-' rating to
Omega Healthcare Investors Inc.'s proposed $400 million of senior
unsecured notes.  At the same time, S&P affirmed its 'BB+'
corporate credit rating on the company.  The outlook remains
stable.

"Our corporate credit rating on Omega reflects a combination of
what we consider to be the company's 'fair' business risk profile
and 'intermediate' financial risk profile," said Standard & Poor's
credit analyst Matthew Lynam.

Omega's portfolio of predominantly skilled nursing properties is
occupied by a diversified, regional operator base through long-
term, triple-net leases.  No single tenant is responsible for more
than 12% of the company's rental revenue and 10-year average
initial lease terms will keep lease rollover manageable until at
least 2018.  Although demand is generally steady and need-based,
the tenant revenue is heavily reliant on less-certain government
reimbursement programs, such as Medicare and Medicaid.  While
future cuts to government reimbursement rates remain the greatest
risk to Omega's business, S&P anticipates rates to stay relatively
unchanged in the near term (a 1.3% increase to Medicare became
effective Oct. 1, 2013).  EBITDAR coverage is steady at 1.5x, as
S&P projected, and it expects it to remain comfortably in the 1.4x
to 1.5x range over the next year.  However, many states still face
meaningful budget gaps and may look to cut Medicaid payments
(about 54% of Omega's revenue).  While operators have been
generally successful at implementing cost-cutting efforts to
mitigate the effects of previously implemented reimbursement cuts,
S&P believes further reductions would challenge break-even
profitability for many operators and their ability to make
necessary capital expenditures to facilities.  S&P's assessment of
Omega's "fair" business risk profile acknowledges fairly
meaningful tenant concentration (top three tenants account for
more than 31% of rents, with Genesis Healthcare LLC being the
largest at 11%) and incorporates S&P's view of the REIT industry's
"low" risk and "very low" country risk.

The stable outlook reflects S&P's expectation for relatively flat
tenant rent coverage in a generally unchanged reimbursement
environment over the next year.

S&P would consider a downgrade if tenant stress caused rent
coverage levels to drop meaningfully or if the company pursued
large, leveraged acquisitions that resulted in a decline in fixed-
charge coverage to below 2.5x.

The reimbursement risk inherent to the skilled nursing business
and current pressures facing some of Omega's larger tenants
preclude the likelihood of an upgrade in the near term.


OPTIMUMBANK HOLDINGS: Receives Non-Compliance Notice from Nasdaq
----------------------------------------------------------------
OptimumBank Holdings, Inc., received on Feb. 14, 2014, a letter
from the Listing Qualifications Department of The Nasdaq Stock
Market, notifying the Company that it was not in compliance with
Nasdaq Listing Rule 5550(b)(1), which requires the Company to
maintain a minimum of $2,500,000 in stockholders' equity for
continued listing on the Nasdaq Capital Market.  As of Dec. 31,
2013, the Company had stockholders' equity of $104,000.

The Nasdaq Letter states that, unless the Company requests an
appeal of the determination in the Nasdaq Letter no later than
4:00 p.m., Eastern Time, on March 3, 2014, then trading of the
Company's common stock will be suspended at the opening of
business on March 5, 2014, and a Form 25-NSE will be filed with
the Securities and Exchange Commission, which will remove the
Company's securities from listing and registration on The Nasdaq
Stock Market.  The Nasdaq Letter further states that if delisted,
the Company's common stock may be immediately eligible to be
quoted on the OTC Bulletin Board or in the "Pink Sheets."

                     About OptimumBank Holdings

OptimumBank Holdings, Inc., headquartered in Fort Lauderdale,
Fla., is a one-bank holding company and owns 100 percent of
OptimumBank, a state (Florida)-chartered commercial bank.

The Company offers a wide array of lending and retail banking
products to individuals and businesses in Broward, Miami-Dade and
Palm Beach Counties through its executive offices and three branch
offices in Broward County, Florida.

Optimumbank Holdings disclosed a net loss of $4.69 million in
2012, as compared with a net loss of $3.74 million in 2011.

                         Regulatory Matters

Effective April 16, 2010, the Bank consented to the issuance of a
Consent Order by the  Federal Deposit Insurance Corporation and
the the Florida Office of Financial Regulation, also effective as
of April 16, 2010.

The Consent Order represents an agreement among the Bank, the FDIC
and the OFR as to areas of the Bank's operations that warrant
improvement and presents a plan for making those improvements.
The Consent Order imposes no fines or penalties on the Bank.  The
Consent Order will remain in effect and enforceable until it is
modified, terminated, suspended, or set aside by the FDIC and the
OFR.


PACIFIC THOMAS: Hearing on $6.5-Mil. Loan Continued to March 27
---------------------------------------------------------------
The bankruptcy court hearing to consider approval of Pacific
Thomas Corp.'s motion to borrow more than $6.5 million in
financing from Thorofare Capital has been continued to March 27,
2014, at 10:30 a.m.

The company will use the new loan to pay off the claims of Bank of
the West, Private Mortgage Fund LLC, Alameda County's tax
collector and other secured creditors.  What is left after payment
of those claims will be used to implement the company's proposed
restructuring plan.

The new loan, which has a fixed interest rate of 10.85%, is
conditioned upon approval of the restructuring plan and its
outline or the so-called disclosure statement.

Pacific Thomas will post some of the real properties it owns as
collateral for the loan.  In case the company receives court
approval of the proposed financing, Bank of the West, Private
Mortgage and Alameda County's tax collector would be required to
release their liens on those properties.

As reported in the Jan. 22, 2014 edition of the TCR, Bank of the
West, Alameda County tax collector Donald White and Summit Bank
have objected to the proposed financing.

                    About Pacific Thomas Corp.

Walnut Creek, California, Pacific Thomas Corporation filed a
Chapter 11 petition (Bankr. N.D. Cal. Case No. 12-46534) in
Oakland on Aug. 6, 2012, estimating in excess of $10 million in
assets and liabilities.

The Debtor is related to Pacific Thomas Capital, which specializes
in real estate services, focusing on the investment, ownership and
development of commercial real estate properties, according to
http://www.pacificthomas.com/ Real estate activities has spanned
throughout the Hawaiian Islands as well as U.S. West Coast
locations in California, Nevada, Arizona and Utah.  Hawaii based
activities are managed under the name Thomas Capital Investments.

Bankruptcy Judge M. Elaine Hammond presides over the case.  Anne-
Leith Matlock, Esq., at Matlock Law Group, P.C., serves as general
counsel.  The petition was signed by Jill V. Worsley, COO,
secretary.  Kyle Everett was named Chapter 11 trustee of the
Debtor.  Craig C. Chiang, Esq., at Buchalter Nemer, P.C., in San
Francisco, Calif., represents the Chapter 11 trustee as counsel.

In its schedules, the Debtor disclosed $19,960,679 in assets and
$16,482,475 in liabilities as of the petition date.


PACIFIC THOMAS: 4th Amended Disclosures Rejected by Court
---------------------------------------------------------
Judge M. Elaine Hammond in mid-January entered an order holding
that Pacific Thomas Corp.'s Fourth Amended Disclosure Statement,
filed on Dec. 31, 2013, is not approved for the reasons stated on
the record at the Jan. 16 hearing.

As reported in the Jan. 22, 2014 edition of the TCR, Pacific
Thomas Corp.'s secured creditors asked the court to reject the
latest version of the company's disclosure statement.

Pacific Thomas filed in December its fourth amended disclosure
statement, which provided detailed description of its proposed
plan to exit bankruptcy protection.  The move came after Judge
Hammond denied on Dec. 16 its disclosure statement and instructed
the company to make further revisions to address issues regarding
the sale of its property in Hawaii, and how it will fund the plan
and pay administrative expenses.

Bank of the West, a secured creditor, criticized the lack of
information about the status of the sale of the Hawaii property as
well as the real properties owned by two shareholders of the
company who agreed to use the equity from those properties to fund
administrative expenses.

Another secured creditor Summit Bank expressed doubt over the
feasibility of the plan, saying Pacific Thomas doesn't have enough
funds to implement the plan.

Meanwhile, Donald White, Alameda County's tax collector, wanted
the disclosure statement revised to make sure that his claim
against the company will be paid in full.

The Fourth Amended Disclosure Statement drew support from Private
Mortgage Fund LLC, which just signed an agreement with the company
regarding payment of its claim under the plan.

                 4th Amended Disclosure Statement

Pacific Thomas' fourth amended disclosure statement discusses its
proposal to avail of loan from Thorofare Capital to pay off some
secured claims.

According to the disclosure statement, the new loan will be
refinanced by the reorganized company before the loan terms
expires.  If the reorganized company fails to do so, the safe
storage parcels of the Pacific Thomas properties will be sold.

In the plan outline, Pacific Thomas expressed confidence that it
will have sufficient cash on hand to pay administrative claims on
the effective date of the plan.  The company said it will get the
cash from its DIP bank accounts, third-party funding sources, and
proceeds from the Thorofare loan.  If the insiders fail to
liquidate the Hawaii real estate prior to confirmation of the
plan, they will deed the property to the reorganized company.

The plan outline also disclosed the treatment of secured claims
including those held by the Alameda County Treasurer, Summit Bank,
Bank of the West, Private Mortgage as well as unsecured claims
held by insiders and non-insiders.

A full-text copy of the fourth amended disclosure statement dated
Dec. 31, 2013, can be accessed for free at http://is.gd/U7Qtu2

                    About Pacific Thomas Corp.

Walnut Creek, California, Pacific Thomas Corporation filed a
Chapter 11 petition (Bankr. N.D. Cal. Case No. 12-46534) in
Oakland on Aug. 6, 2012, estimating in excess of $10 million in
assets and liabilities.

The Debtor is related to Pacific Thomas Capital, which specializes
in real estate services, focusing on the investment, ownership and
development of commercial real estate properties, according to
http://www.pacificthomas.com/ Real estate activities has spanned
throughout the Hawaiian Islands as well as U.S. West Coast
locations in California, Nevada, Arizona and Utah.  Hawaii based
activities are managed under the name Thomas Capital Investments.

Bankruptcy Judge M. Elaine Hammond presides over the case.  Anne-
Leith Matlock, Esq., at Matlock Law Group, P.C., serves as general
counsel.  The petition was signed by Jill V. Worsley, COO,
secretary.  Kyle Everett was named Chapter 11 trustee of the
Debtor.  Craig C. Chiang, Esq., at Buchalter Nemer, P.C., in San
Francisco, Calif., represents the Chapter 11 trustee as counsel.

In its schedules, the Debtor disclosed $19,960,679 in assets and
$16,482,475 in liabilities as of the petition date.


PALM DRIVE HOSPITAL: Seeks Legislation to Refinance Bond Debt
-------------------------------------------------------------
John Howard, writing for Capitol Weekly, reported in February that
Palm Drive Hospital is seeking legislation in Sacramento, Calif.,
that would allow it to refinance bond debt at lower interest
rates.

In January, the 37-bed hospital announced layoffs and cuts
affecting 40 employees.  Through the end of the 2012-13 fiscal
year, the hospital reported $4.2 million in losses, up about
$1 million from the year before.

The report said the hospital is getting assistance from
Assemblyman Marc Levine, D-San Rafael, and his staff to craft the
bill.  The report noted that simple majority approval would delay
the plan's effective date to January 2015.

"This change in law will reduce the interest Palm Drive pays on
debt," Mr. Levine said in a statement released by his office.
"This will make more funds available for providing direct care to
patients."

According to reporting by the Troubled Company Reporter, Palm
Drive Health Care District, doing business as Palm Drive Hospital,
based in Sebastopol, California, filed for Chapter 9 bankruptcy
(Bankr. N.D. Cal. Case No. 07-10388) on April 5, 2007.  The Palm
Drive Health Care District owns and operates the Palm Drive
Hospital.  Judge Alan Jaroslovsky oversaw that case.  David J.
Heaslett, Esq., in Graeagle, California, served as counsel to the
Debtor.  In its petition, the District estimated less than $10,000
in assets and between $1 million to $100 million in debts.

Dan Verel, writing for North Bay Business Journal, reported that
Palm Drive filed for bankruptcy protection after posting losses of
nearly $7 million a year in operating revenue.  It emerged from
Chapter 9 in 2010 after selling off $11 million in bonds.


PROSPECT SQUARE: Kutner Brinen Approved as Bankruptcy Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado authorized
Prospect Square 07 B, LLC, et al., to employ Kutner Brinen Garber,
P.C., as attorneys.

As reported in the Troubled Company Reporter on March 4, 2014,
the Debtors are four of five entities that collectively own, as
tenants in common, and operate a 113,000-square foot shopping
center located at 9690 Colerain Ave., Cincinnati, Ohio.

As reported in the TCR on Feb. 5, 2014, Kutner Brinen has already
filed an application to be retained as counsel for the fifth
Debtor, Prospect Square 07 A, LLC.  The 07 A Case is the lead case
and all income and expenses for the Project are collected and paid
by the Debtor in the 07 A Case.

Kutner Brinen will, among other things:

   (a) provide the Debtors with legal advice with respect to their
       powers and duties;

   (b) aid the Debtors in the development of a plan of
       reorganization under Chapter 11;

   (c) file the necessary petitions, pleadings, reports, and
       actions which may be required in the continued
       administration of the Debtors' property under Chapter 11;

   (d) take necessary actions to enjoin and stay until final
       decree herein continuation of pending proceedings and to
       enjoin and stay until final decree herein commencement of
       lien foreclosure proceedings and all matters as may be
       provided under 11 U.S.C. Section 362; and

   (e) perform all other legal services for the Debtors which may
       be necessary herein.

Kutner Brinen will be paid at these hourly rates:

       Lee M. Kutner               $460
       Jeffrey S. Brinen           $400
       Aaron A. Garber             $370
       Jenny M.F. Fujii            $320
       Benjamin H. Shloss          $260
       Leigh A. Flanagan           $320
       Lisa N. Nobles              $280
       Paralegal                   $75

Kutner Brinen will also be reimbursed for reasonable out-of-pocket
expenses incurred.

The 07 A Case Debtor paid Kutner Brinen a prepetition retainer for
payment of post-petition fees and costs in this case in the amount
of $22,817.58.  The retainer is property of the estate and is to
secure and be used to pay post-petition fees and costs.  A
separate application has been filed for approval of the use of the
retainer.  Kutner Brinen was also paid pre-petition fees and
costs, including the Chapter 11 filing fee, in the amount of
$8,439.

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

                  About Prospect Square 07 A, LLC

Prospect Square 07 A, LLC, and related entities sought Chapter 11
bankruptcy protection from creditors (Bankr. D. Colo. Lead Case
No. 14-10896) in Denver on Jan. 29, 2014.

Prospect Square 07A, a Single Asset Real Estate as defined in
11 U.S.C. Sec. 101(51B) with principal assets located at 9690
Colerain Avenue, Cincinnati, Ohio, estimated $10 million to $50
million in assets and debt.

The Debtors' Chapter 11 plan and disclosure statement are due
May 29, 2014.


PUERTO RICO: Gets a Break With Rates on Its Bonds
-------------------------------------------------
Michael Corkery and Mary Williams Walsh, writing for The New York
Times' DealBook, reported that Puerto Rico is expected to sell
roughly $3 billion in bonds on March 11 at interest rates that are
considerably lower than many investors in the municipal market had
expected, providing a rare bright spot for the cash-squeezed
island.

According to the report, the lower yields, investors say, are
being driven by a combination of factors, including a recent flow
of investments in mutual funds that are large buyers of municipal
bonds, Puerto Rico's progress in closing its chronic budget gap,
its improved financial disclosures and a general sense of relief
that the commonwealth still has access to the debt market.

"There's a very explicit, almost to the point of jarring,
acknowledgment of many problems," the report cited Robert Donahue,
a managing director at Municipal Market Advisors, referring to a
long-sought liquidity report issued last week by the Puerto Rican
government. "Now the commonwealth has opened the curtain."

But the commonwealth's fiscal agent, the Government Development
Bank, also has hired an affiliate of a well-known restructuring
firm, raising concerns among some investors that Puerto Rico is
weighing a revamping of its existing debt load, even as it
prepares to raise fresh funds, the report noted.

"I have to say it lends an element of discomfort as you look at
the new deal," Joseph Rosenblum, director of municipal credit
research at AllianceBernstein, said of the hiring of the
restructuring firm Millco Advisers, an affiliate of Millstein &
Company, the report related.  The firm's founder is James E.
Millstein, a former Treasury Department official who oversaw the
government's revamping of the bailed-out insurance giant American
International Group after the financial crisis.

                        *     *     *

The Troubled Company Reporter, on March 6, 2014, reported that
Fitch Ratings has assigned a 'BB' rating to the Commonwealth of
Puerto Rico's up to $3.5 billion general obligation (GO) Bonds of
2014, Series A.  Fitch has also affirmed the 'BB' rating on $10
billion of outstanding GO bonds of the commonwealth.  The Rating
Outlook is Negative.

Standard & Poor's Ratings Services, on the same day, has assigned
its 'BB+' rating to Puerto Rico's $3.5 billion series 2014 GO
refunding bonds and placed the rating on CreditWatch with negative
implications, as S&P did the approximately $15.9 billion of
outstanding Puerto Rico GO and guaranteed debt on Feb. 4, 2014.

Moody's Investors Service also assigned a rating of (P) Ba2, with
a negative outlook, to Puerto Rico's planned issuance of up to
$3.5 billion 2014 A General Obligation Bonds.  The bonds would
provide liquidity to repay internal loans from the Government
Development Bank for Puerto Rico (GDB), the commonwealth's fiscal
agent, as well as to refund the commonwealth's general obligation
variable rate bonds and terminate related swaps.


REALOGY CORP: Reports $443 Million Net Income in 2013
-----------------------------------------------------
Realogy Holdings Corp. and Realogy Group LLC filed with the U.S.
Securities and Exchange Commission their annual report on Form
10-K disclosing net income of $443 million on $5.28 billion of net
revenues for the year ended Dec. 31, 2013, as compared with a net
loss of $540 million on $4.67 billion of net revenues in 2012.
The Companies reported a net loss of $439 million in 2011.

The Companies' consolidated balance sheet at Dec. 31, 2013, showed
$7.32 billion in total assets, $5.31 billion in total liabilities
and $2.01 billion in total equity.

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

                       http://is.gd/Ll8Wdm

                       About Realogy Corp.

Realogy Corp. -- http://www.realogy.com/-- a global provider of
real estate and relocation services with a diversified business
model that includes real estate franchising, brokerage, relocation
and title services.  Realogy's world-renowned brands and business
units include Better Homes and Gardens Real Estate, CENTURY 21,
Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group,
ERA, Sotheby's International Realty, NRT LLC, Cartus and Title
Resource Group.  Collectively, Realogy's franchise systems have
around 15,000 offices and 270,000 sales associates doing business
in 92 countries around the world.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.

                           *     *     *

In the Aug. 1, 2013, edition of the TCR, Moody's Investors Service
upgraded the corporate family rating of Realogy Group to to B2
from B3.  The upgrade to B2 CFR is driven by expectations for
ongoing strong financial performance, supported by Realogy's
recently-concluded debt and equity financing activities and a
continuing recovery in the US existing home sale market.

As reported by the TCR on Feb. 18, 2013, Standard & Poor's Ratings
Services raised its corporate credit rating on Realogy Corp. to
'B+' from 'B'.

"The one notch upgrade in the corporate credit rating to 'B+'
reflects an increase in our expectation for operating performance
at Realogy in 2013, and S&P's expectation that total lease
adjusted debt to EBITDA will improve to the low-6x area and funds
from operations (FFO) to total adjusted debt will be improve to
the high-single-digits percentage area in 2013, mostly due to
EBITDA growth in the low- to mid-teens percentage area in 2013,"
S&P said.


RENAISSANCE CHARTER: Fitch Affirms 'BB-' Rating on $89.2MM Bonds
----------------------------------------------------------------
Fitch Ratings has affirmed the 'BB-' rating on the Florida
Development Finance Corporation's (FDFC) approximately $89.2
million revenue bonds, series 2011A/B.  The bonds are issued on
behalf of Renaissance Charter School, Inc. (RCS).

The Rating Outlook is Stable.

SECURITY

The bonds are jointly secured by lease payments made from the
unrestricted revenues of seven Florida charter schools (the
financed schools); a cash-funded debt service reserve; and first
liens on three of the financed facilities and a leasehold interest
in the fourth.

Bondholders benefit from structural aspects of the transaction,
including the consolidated revenue pledge of the financed schools;
subordination of operating expenses along with Charter Schools
USA's (CSUSA) management fees; and unrestricted revenues of the
financed schools flowing monthly from RCS to the trustee, with
initial allocations to debt service.  Annual bond covenants
include liquidity tests and a 1.1x debt service coverage covenant
(adjusted for management fees) commencing in fiscal 2014.

KEY RATING DRIVERS

LIMITED OPERATING HISTORIES: The financed schools are still in the
midst of enrollment ramp-ups, with the majority opening within the
past four years.  As such, the schools' financial and debt
profiles remain speculative grade under Fitch's charter school
rating criteria.

WEAK, BUT IMPROVING FINANCIAL PERFORMANCE: The schools generated a
negative GAAP margin on a consolidated basis in fiscal 2013,
although the deficit narrowed greatly from the prior year; and
while the schools did not cover transaction maximum annual debt
service (TMADS) per Fitch's calculation, debt service coverage was
at least 1x per the bond documents.

INITIAL GROWTH ON TRACK: Offsetting the financial risks,
consolidated enrollment growth at the financed schools exceeded
the base case projections for the third consecutive year.  Fitch
views this enrollment growth, as well as the school solid academic
performance positively.

EXPERIENCED MANAGEMENT: The financed schools benefit from the
management oversight and successful track record of CSUSA, which
serves as their education management organization (EMO).  CSUSA's
various EMO contracts are not coterminous with final maturity of
the bonds.  Fitch views this as a credit risk since the financed
schools have virtually no management capability absent CSUSA.
Fitch anticipates regular renewals given the schools' high
reliance on CSUSA and its role in starting up the schools.

RATING SENSITIVITIES

CONTINUED ALIGNMENT WITH PROJECTIONS: If enrollment growth
continues to meet or slightly exceed base case projections,
financial performance could improve sufficiently to support upward
rating momentum.  However, this rating movement is unlikely until
the financed schools have all received at least one charter
renewal.

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

CREDIT PROFILE

The financed schools are Hollywood Academy of Arts and Sciences,
Hollywood Academy of Arts and Sciences Middle School (both at the
Hollywood Facility); Duval Charter School at Baymeadows and Duval
Charter High School at Baymeadows (both at the Baymeadows
Facility); Renaissance Charter School at Coral Springs, and the
Homestead Facility with students from Keys Gate Charter School and
Keys Gate Charter High School.

Three of the financed schools (Hollywood Academy of Arts and
Sciences, Hollywood Academy of Arts and Sciences Middle School,
and Keys Gate Charter School) have been open between eight and 11
academic years and each have received at least one charter
renewal.  The remaining schools have only been open since either
the 2010-2011 or 2011-2012 academic years, reflecting the limited
operating history of the series 2011 transaction.

Fitch continues to view the strong oversight provided by CSUSA and
solid academic performance of the financed schools (each receiving
a letter grade of either 'A' or 'B' from the Florida Department of
Education) as a partial offset to their limited track records and
lack of renewal history.  Per Fitch's criteria, contact is also to
be made with the schools' charter authorizers.  However, Fitch had
limited direct authorizer contact during this review cycle.

CONTINUE TO MEET ENROLLMENT TARGETS

Combined enrollment at the financed schools was 6,160 (as of
October 2013), up from 4,857 as of October 2012 and slightly ahead
of their fiscal 2013 base case projection 6,035.  Enrollment at
all of the individual facilities remains on track to meet or
exceed the base case projection for the current year.  Fiscal 2013
was the final year of projected double-digit enrollment growth,
and Fitch believes the financed schools will likely achieve their
enrollment target of 6,730 students through the initial forecast
period (fiscal 2016).

WEAK FINANCIAL AND DEBT PROFILE; IMPROVEMENT ANTICIPATED

Despite the positive enrollment trends, Fitch views the financial
and debt profile metrics as low speculative grade.  In fiscal
2013, the second year all of the financed schools were open, the
combined operating margin was a negative 3.4%, which was a
significant improvement from the negative 20.7% margin generated
in fiscal 2012.  Significant depreciation expense tied to the
opening of several new facilities was a major factor in the
deficit.  The GAAP-based performance is in line with management's
original base case projection, which forecasts continued operating
deficits until fiscal 2016, albeit moderating each year.  Going
forward, continued, modest enrollment growth at the newest
schools, coupled with an improved state funding environment should
bode well for the schools' operating performance and generation of
sufficient debt service coverage (on a combined basis).

Characteristic of the charter school sector, balance sheet
resources remain very light.  Available funds as of June 30, 2013
totaled $4.8 million, up from $2.2 million at fiscal-year-end
2012.  Available funds covered just 13.9% of fiscal 2013 operating
expenses ($34.9 million) and 5.5% of outstanding debt
(approximately $87.1 million).  While these liquidity metrics
demonstrated modest improvement over fiscal 2012 levels, Fitch
does not anticipate substantial improvement in these ratios over
the near term.

The debt profile metrics for the transaction are also weak.  On a
consolidated basis, the financed schools covered TMADS by under 1x
from audited fiscal 2013 net income available for debt service as
calculated by Fitch.  The very high TMADS debt burden (21.3%) and
coverage of outstanding debt by net income available for
operations (11.1x) are also speculative-grade characteristics.


RENAISSANCE CHARTER: Fitch Affirms 'BB+' Rating on $67MM Bonds
--------------------------------------------------------------
Fitch Ratings has affirmed the 'BB+' rating on approximately $67
million of Florida Development Finance Corporation revenue bonds,
series 2010 A/B issued on behalf of Renaissance Charter School,
Inc. (RCS).

The Rating Outlook is Stable.

SECURITY

The bonds are jointly secured by lease payments made from the
unrestricted revenues of six Florida charter schools (the financed
schools); a cash-funded debt service reserve fund; a partial debt
service guarantee from Charter Schools USA (CSUSA) for one school
(Duval Charter School at Arlington); and mortgage liens (first
liens on four of the financed facilities and a leasehold interest
in a fifth).

Bondholders benefit from structural aspects of the transaction,
including subordination of operating expenses along with CSUSA's
management fees; and unrestricted revenues of the financed schools
flowing monthly from RCS to the trustee, with initial allocations
to debt service.  Annual bond covenants include liquidity tests
and a 1.1x debt service coverage covenant (adjusted for management
fees).

KEY RATING DRIVERS

LIMITED HISTORY; IMPROVING COVERAGE: In fiscal 2013, excluding the
two newest schools, the remaining bond schools covered transaction
maximum annual debt service (TMADS) by 1.28x; this adjusted
coverage was not achieved in fiscal 2012.  Fitch charter school
criteria excludes from its debt service coverage calculations
schools with less than five years of audited financials and no
charter renewal history.  The series 2010 pooled transaction
continues to have speculative grade characteristics, largely due
to the limited operating histories of some of the pledged schools;
slim operating margins; weak balance sheet liquidity; and a high
debt burden.

OPERATING STABILITY: Each of the financed schools either grew
enrollment modestly or remained at capacity in fall 2013, though
two schools (representing 42% of the pool's fall 2013 enrollment)
remain below original projections.  Individually, each school
achieved at least 1.0x debt service coverage in fiscal 2013,
although one school achieved this only with expense adjustments
for the management fee.  Operations as a whole benefitted from an
approximate 2% increase in state per pupil education funding in
fiscal 2013.  Fitch anticipates similar or slightly stronger
financial performance in fiscal 2014 due to another modest
increase in state per pupil funding.

EXPERIENCED MANAGEMENT: The financed schools benefit from the
management oversight and successful track record of CSUSA, which
serves as their education management organization (EMO).  CSUSA's
various EMO contracts are not coterminous with final bond maturity
(2041).  Fitch notes that the bond schools have virtually no
management capability absent CSUSA.  Fitch anticipates regular
charter renewals given the schools' high reliance on CSUSA and its
role in starting up the schools.

RATING SENSITIVITIES

SUCCESSFUL MATURATION OF NEW SCHOOLS: If enrollment growth
continues, financial performance improves as projected, and all
the financed schools receive timely charter renewals (which assume
solid academic performance), upward rating momentum is possible.

STANDARD SECTOR CONCERNS: A limited financial cushion, substantial
reliance on enrollment-driven per-pupil funding, and charter
renewal risk are credit concerns common in all charter school
transactions which, if pressured, could negatively impact the
rating.

CREDIT PROFILE

The financed schools are (1) Renaissance Elementary Charter
School; (2) Renaissance Charter School of St. Lucie; (3) Duval
Charter School at Arlington; (4) North Broward Academy of
Excellence and (5) North Broward Academy of Excellence Middle
School (both North Broward schools are located on the same
campus); and (6) the Keys Gate Dorm Facility with students from
Keys Gate K-8 Charter School.

STABLE OPERATIONS

The financed schools' fiscal 2014 budget assumed consolidated
enrollment of 4,687 and break-even operations for each entity.
The October 2013 enrollment count stood at 4,557 students; short
of the initial base case projection of 4,868.  As in fiscal 2013,
Renaissance Charter School of St. Lucie (RCSL) and Duval Charter
School of Arlington (DCSA) remain short of their original targets.
CSUSA has adjusted these schools' expenses accordingly and the
shortfalls have not significantly affected RCS' overall financial
performance.

Consolidated operating margins for the financed schools are
typically break-even or modestly positive.  Margins for fiscal
2013 were essentially breakeven; when adjusted for 100% of CSUSA's
management fee (which is subordinate to debt service), margins
increased to 9%. For fiscal 2014, CSUSA reports a 2.5% increases
in per pupil aid, following a 2% increase in fiscal 2013 and a
9.7% cut in fiscal 2012.  The schools' budgets forecast break-even
operations in fiscal 2014, and Fitch views this forecast as
achievable based on the increased state aid and balanced six-month
interim results.

ADEQUATE DEBT SERVICE COVERAGE

Two of the financed schools (RCSL and DCSA) are relatively new.
RCSL was established in 2010 with an initial charter through June
2014, and DCSA was established in 2011 with an initial charter
through June, 2015.  When these two schools are excluded from
Fitch's assessment of TMADS coverage, Fitch calculates RCS' fiscal
2013 net income available for debt service equal to about 1.28x of
TMADS ($5.05 million).

For fiscal 2013, including all bond schools, net available income
covered TMADS by a similar 1.3x, and generated a slightly positive
0.2% operating margin.  That compares to 1.2x coverage in fiscal
2012 (a year that also recorded a modestly negative GAAP margin of
negative 0.3%).  Fiscal 2013 was the third consecutive year when
consolidated net available income of all financed schools met or
exceeded 1x TMADS.

LIMITED FINANCIAL CUSHION

RCS' available funds (defined as unrestricted cash and
investments) totaled $6.2 million as of June 30, 2013, equal to a
slim 19.7% of consolidated operating expenses and 9.3% of
outstanding debt (approximately $67 million).  This compares to
available funds of $5.2 million as of June 30, 2012, or 16.5% of
consolidated operating expenses and 7.7% of debt.  Fitch
recognizes the nominal growth in available funds; however, these
liquidity metrics remain low.  Fitch expects continued modest but
gradual improvement over time.

CONTRACTS REMAIN STABLE

Charters for the bond schools expire between 2015 and 2026. RCS
and CSUSA report that they have never had a renewal application
rejected.  Fitch expects regular charter renewals through final
maturity of the series 2010 bonds.  CSUSA's management contracts
for the financed schools expire beginning in 2015, with automatic
five-year renewals thereafter.  Per Fitch's criteria, contact is
also to be made with the schools' charter authorizers.  However,
Fitch had limited direct authorizer contact during this review
cycle.

Academic performance will likely be a key factor in both charter
and management contract renewals.  For the 2012/2013 academic
year, three of the financed schools received at least an 'A' or
'B' from the State Department of Education, which the state
considers high-performing.  Two other schools received 'C' scores,
and one (DCSA) received a 'D' score (it had a 'C' score the two
prior academic years).  These results are weaker than the
2011/2012 academic year, when all but one of the financed schools
received at least an 'A' or 'B'.  Management partly attributed
this to the challenging student demographic this school serves and
noted that it continues to address the issue.  Fitch will monitor
CSUSA's ability to restore operating stability at DCSA, but
expects no significant challenges at this time based on CSUSA's
broad experience in managing charter schools.


REVSTONE INDUSTRIES: Kerry Capital Joins Creditors Committee
------------------------------------------------------------
Kerry Capital Advisors, Inc., has joined the Official Committee of
Unsecured Creditors in the Chapter 11 cases of Revstone Industries
et al.

On Feb. 4, Roberta A. DeAngelis, the U.S. Trustee for Region 3,
filed a notice indicating the current members of the Committee.
They are:

      1. Boston Finance Group LLC
         Attn: Jonathan Golden
         4912 Creekside Dr.
         Clearwater, FL 33760
         Tel: 727-497-1661
         Fax: 727-497-1666

      2. Patrick J. O'Mara
         1189 E. Tuttle Rd.
         Ionia, MI 48846

      3. Thule Holding, Inc.
         Attn: Mark Schnitzler, Esq.
         170 Mason St.,
         Greenwich, CT 06830
         Tel: 203-661-6000
         Fax: 203-661-9462

      4. Pension Benefit Guaranty Corp.
         Attn: Craig Yamaoka
         1200 K St. NW,
         Washington DC 20005
         Tel: 202-326-4070x3614
         Fax: 202-842-2643

      5. Kerry Capital Advisors, Inc.
         Attn: Thomas Janes
         260 Franklin St.
         19th Floor
         Boston, MA 02110
         Tel: (617) 340-6334

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

                 About Revstone Industries et al.

Lexington, Kentucky-based Revstone Industries LLC, a maker of
truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 12-13262) on Dec. 3, 2012.  Judge Brendan Linehan Shannon
oversees the case.  Laura Davis Jones, Esq., at Pachulski Stang
Ziehl & Jones LLP represents Revstone.  In its petition, Revstone
estimated under $50 million in assets and debts.

Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del.
Case No. 12-13263) on Dec. 3, 2012.

Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No.
13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No.
13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013.
Judge Shannon also oversees the cases.

Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy
counsel to Greenwood and US Tool.  Greenwood estimated $1 million
to $10 million in assets and $10 million to $50 million in debts.
US Tool & Engineering estimated under $1 million in assets and
$1 million to $10 million in debts.  The petitions were signed by
George S. Homeister, chairman.

Metavation, also known as Hillsdale Automotive, LLC, joined parent
Revstone in Chapter 11 on July 22, 2013 (Bankr. D. Del. Case No.
13-11831) to sell the bulk of its assets to industry rival Dayco
for $25 million, absent higher and better offers.

Metavation has tapped Pachulski as its counsel.  Pachulski also
serves as counsel to Revstone and Spara.  Metavation also has
tapped McDonald Hopkins PLC as special counsel, and Rust
Consulting/Omni Bankruptcy as claims agent and to provide
administrative services.  Stuart Maue is fee examiner.

Mark L. Desgrosseilliers, Esq., at Womble Carlyle Sandridge &
Rice, LLP, represents the Official Committee of Unsecured
Creditors in Revstone's case.


REVSTONE INDUSTRIES: Sec. 341 Creditors' Meeting Set for May 15
---------------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of creditors
pursuant to 11 U.S.C. 341(a) in the Chapter 11 case of Revstone
Industries LLC, on May 15, 2014, at 3:00 p.m.  The meeting will be
held at J. Caleb Boggs Federal Building, Room 5209, 844 King
Street, in Wilmington, Delaware.

Lexington, Kentucky-based Revstone Industries LLC, a maker of
truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 12-13262) on Dec. 3, 2012.  Judge Brendan Linehan Shannon
oversees the case.  Laura Davis Jones, Esq., at Pachulski Stang
Ziehl & Jones LLP represents Revstone.  In its petition, Revstone
estimated under $50 million in assets and debts.

Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del.
Case No. 12-13263) on Dec. 3, 2012.

Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No.
13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No.
13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013.
Judge Shannon also oversees the cases.

Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy
counsel to Greenwood and US Tool.  Greenwood estimated $1 million
to $10 million in assets and $10 million to $50 million in debts.
US Tool & Engineering estimated under $1 million in assets and
$1 million to $10 million in debts.  The petitions were signed by
George S. Homeister, chairman.

Metavation, also known as Hillsdale Automotive, LLC, joined parent
Revstone in Chapter 11 on July 22, 2013 (Bankr. D. Del. Case No.
13-11831) to sell the bulk of its assets to industry rival Dayco
for $25 million, absent higher and better offers.

Metavation has tapped Pachulski as its counsel.  Pachulski also
serves as counsel to Revstone and Spara.  Metavation also has
tapped McDonald Hopkins PLC as special counsel, and Rust
Consulting/Omni Bankruptcy as claims agent and to provide
administrative services.  Stuart Maue is fee examiner.

Mark L. Desgrosseilliers, Esq., at Womble Carlyle Sandridge &
Rice, LLP, represents the Official Committee of Unsecured
Creditors in Revstone's case.


RURAL/METRO CORP: RBC Liable Over 2011 Buyout
---------------------------------------------
Liz Hoffman, writing for The Wall Street Journal, reported that a
Delaware judge ruled against RBC Capital Markets LLC in a suit
challenging the bank's advice in the 2011 buyout of an ambulance
operator, a decision likely to rattle Wall Street and empower
shareholders suing over deals.

According to the report, the judge ruled that RBC was so eager for
fees from the sale of Rural/Metro Corp. that it steered the
company into a quick sale to private-equity firm Warburg Pincus
LLC at a price that wasn't fair to Rural/Metro shareholders.

J. Travis Laster, a vice chancellor in Delaware's business court,
said Rural/Metro was worth more than Warburg was willing to pay,
but to get the deal done RBC revised its valuation downward to
make a lower offer appear worth taking, the report related.

RBC, while advising the company, was also lobbying Warburg for a
role financing the takeover, which it didn't reveal to its
client's board, Mr. Laster found, the report said.

"Senior bankers at RBC were engaged in a full-court press to
convince Warburg to ... include RBC in the financing package.
While those fevered efforts were under way, RBC was simultaneously
revising its valuation of Rural downward," the Journal cited Mr.
Laster as saying.

                      About Rural/Metro Corp

Headquartered in Scottsdale, Arizona, Rural/Metro Corporation --
http://www.ruralmetro.com-- is a national provider of 911-
emergency and non-emergency interfacility ambulance services and
private fire protection services, operating in 21 states and
nearly 700 communities.  Rural/Metro was acquired in 2011 in a
leveraged buyout by Warburg Pincus LLC as part of a transaction
valued at $676.5 million.

Rural/Metro Corp. and 59 affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 13-11952) on Aug. 4, 2013, before
the U.S. Bankruptcy Court for the District of Delaware.  Debt
includes $318.5 million on a secured term loan and $109 million on
a revolving credit with Credit Suisse AG serving as agent. There
is $312.2 million owing on two issues of 10.125 percent senior
unsecured notes.

The Debtors' lead bankruptcy counsel are Matthew A. Feldman, Esq.,
Rachel C. Strickland, Esq., and Daniel Forman, Esq., at Willkie
Farr & Gallagher LLP, in New York.  Maris J. Kandestin, Esq., and
Edmon L. Morton, Esq., at Young, Conaway, Stargatt & Taylor, LLP,
in Wilmington, Delaware, serve as the Debtors' local Delaware
counsel.

Alvarez & Marsal Healthcare Industry Group, LLC, and FTI
Consulting, Inc., are the Debtors' financial advisors, while
Lazard Freres & Co. L.L.C. is their investment banker.  Donlin,
Recano & Company, Inc., is the Debtors' claims and noticing agent.

The U.S. Trustee has appointed a three-member official committee
of unsecured creditors in the Chapter 11 case.

The Debtors have arranged $75 million of DIP financing from a
group of prepetition lenders led by Credit Suisse AG.  An interim
order has allowed the Debtors to access $40 million of the DIP
facility.

The Debtors have filed a reorganization plan largely worked out
before the Chapter 11 filing in early August.  Existing
shareholders receive nothing in the plan.

The Company's debt includes $318.5 million on a secured term loan
and $109 million on a revolving credit with Credit Suisse AG
serving as agent.  There is $312.2 million owing on two issues of
10.125 percent senior unsecured notes.

Interested parties can also contact Rural/Metro's claims agent,
Donlin, Recano & Company, Inc. directly by calling Rural/Metro's
restructuring hotline at 212-771-1128.

Willkie Farr & Gallagher LLP and Young Conaway Stargatt & Taylor,
LLP are serving as legal counsel, Lazard Freres & Co. L.L.C. is
serving as investment banker, and Alvarez & Marsal and FTI
Consulting, Inc. are serving as financial advisors to Rural/Metro.

Rural/Metro won confirmation of its First Amended Joint Chapter 11
Plan of Reorganization on Dec. 17, 2013.  The Plan was declared
effective, and Rural/Metro and its affiliates emerged from
bankruptcy protection on Dec. 31.  The Plan enabled unsecured
noteholders to become controlling stockholders.  Unsecured
noteholders owed $312.2 million took all the new preferred stock
and 70 percent of the common stock in return for a $135 million
equity contribution through a rights offering.


SAFEWAY INC: Fitch May Cut Rating to B on Cerberus Deal Completion
------------------------------------------------------------------
Fitch Ratings expects to downgrade Safeway Inc. to the 'B'
category assuming the acquisition of the company by AB Acquisition
LLC, as announced, is completed as proposed.  AB Acquisition is
the Cerberus-controlled entity that owns the Albertson's
supermarket banners, among others.  Post the transaction, leverage
is expected to be in the 6x range versus 3.6x at year-end 2013.

Fitch's current Issuer Default Rating (IDR) for Safeway is 'BBB-'
on Rating Watch Negative.  As of Dec. 28, 2013, Safeway had $4.2
billion of debt outstanding, including capital leases.

Fitch would likely take a rating action at some point following
the 21-day 'go shop' period, assuming no other circumstances or
bidders for Safeway arise.  The transaction will be subject to
Federal Trade Commission (FTC) and shareholder approval and is
expected to close in the fourth quarter.

The transaction is valued at $40 per share, for a total equity
value of $9.4 billion.  The $40 purchase price includes $32.50 per
share in cash, proceeds from non-core asset sales (the sale of
Safeway's 49% stake in Mexico-based Casa Ley and its real estate
development company Property Development Centers, LLC) of $3.65
per share, and the distribution of shares of Safeway's Blackhawk
subsidiary to current shareholders valued at $3.95.

Together with Safeway's net debt of $1.3 billion ($4.2 billion of
debt net of its available cash of $2.9 billion), the enterprise
value is $10.7 billion. Based on 2013 EBITDA of $1.6 billion, the
takeout EV/EBITDA multiple is 6.5x.

AB Acquisition plans to fund the cash purchase price of $7.6
billion ($32.50 per share times 235 million shares) and repay part
of Safeway's existing debt with $7.6 billion of debt, a $1.25
billion of equity contribution, and part of Safeway's cash.
Of Safeway's existing debt of $4.2 billion, $250 million will
mature prior to closing in August 2014, another $1.3 billion is
expected to be repaid at or before closing ($400 million term
loan, and note issues maturing in 2016 and 2017), and $1.4 billion
of notes with contingent change of control clauses will likely be
put following closing (notes maturing in 2019, 2020 and 2021).
That leaves $750 million of notes maturing in 2027 and 2031 and
$425 million of capital leases that would remain outstanding post-
closing.

Fitch assumes that anticipated debt repayment totaling $2.95
billion will be financed in part with $2 billion of Safeway's
available cash of $2.9 billion ($4.6 billion of year-end 2013 cash
less a tax payable of $1.2 billion and Blackhawk cash of $550
million).

Adjusted debt/EBITDAR pro forma for this transaction (after
factoring in the expected debt repayment described above) is 5.9x
(assuming $8.8 billion of book debt and $12.1 billion of lease-
adjusted debt and EBITDAR of $2,046 million) compared with 3.6x at
year-end 2013.  This does not take into account any asset sales
that are likely to occur, including store dispositions that are
mandated by the FTC.  Currently, 25% of Safeway's store base or
roughly 330 stores overlap with Albertson's stores (within a 2-
mile radius), and Fitch therefore expects a meaningful number of
store dispositions could occur.

The combination of Safeway and AB Acquisition's existing banners
(including Albertson's, Jewel-Osco, Acme, Shaw's and Star Market)
would create a stronger #2 player in the supermarket sector.  The
combined company would enjoy strong local market shares in areas
where the two companies overlap, including the west coast,
mountain states and Texas.  These larger market shares would
improve its competitive profile in key markets on top of the
expected cost and buying synergies.

Fitch currently rates Safeway as follows:

   -- Long-term IDR 'BBB-';
   -- Senior unsecured notes 'BBB-';
   -- $1.5 billion bank credit facilities 'BBB-';
   -- Short-term IDR 'F3';
   -- Commercial paper 'F3'.

The ratings are all on Rating Watch Negative.


SBARRO LLC: Files for Second Bankruptcy in Three Years
------------------------------------------------------
On March 10, 2014, Sbarro, LLC and its affiliated debtors each
filed a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code in the U.S. Bankruptcy Court for the
Southern District of New York.

The cases are pending before the Honorable Martin Glenn and the
Debtors have requested that their cases be jointly administered
under Case No. 14-10557.

A hearing on the first-day motions is slated for March 12.

Patrick Fitzgerald, writing for The Wall Street Journal, reported
that Sbarro filed for bankruptcy protection on March 10 after
winning support for a debt-for-equity swap that is intended to
speed the restaurant chain through its second trip in Chapter 11
in less than three years.

According to the Journal, the company said lenders holding 98% of
its debt voted to back the so-called prepackaged plan that entails
an exchange of $140 million in debt for control of the reorganized
business.

Sbarro Chief Executive David Karam said the deal with lenders is
an indication of "the support and confidence they have in the
growth strategies" developed by the chain's new management team
over the past nine months, the Journal related.  Mr. Karam, a
former president of hamburger chain Wendy's International Inc.,
took over as Sbarro chief last spring.

Last month, Sbarro said it was closing 155 of the 400 restaurants
it owns in North America to cut costs, the Journal further
related.  The company has blamed its financial woes on what court
papers described as an "unprecedented decline in mall traffic"
that has hurt restaurants and retailers and made it difficult for
the chain to service its debt.

The combination of the store-closure strategy and the balance-
sheet restructuring envisioned in the prepackaged plan aims to
improve the company's profitability and reduce its outstanding
debt by more than 80%, the Journal said.

The company listed assets of $175.4 million and liabilities of
$165.2 million in a Chapter 11 petition filed in U.S. Bankruptcy
Court in Manhattan, Tiffany Kary, writing for Bloomberg News,
said.  Melville, New York-based Sbarro said in a statement that it
will use court protection to quickly reorganize under a plan
already supported by holders of most of its debt, while also
shopping around for better offers.

The case is In re Sbarro, 14-bk-10557, U.S. Bankruptcy Court,
Southern District of New York (Manhattan).

                        About Sbarro Inc.

The Sbarro family started its business after moving to Brooklyn,
New York, from Naples, Italy, in 1956.  Today Sbarro is a leading,
global Italian quick service restaurant concept with approximately
5,170 employees, 1,045 restaurants throughout 42 countries, and
annual revenues in excess of $300 million.

Sbarro Inc. sought bankruptcy protection under Chapter 11 (Bankr.
S.D.N.Y. Lead Case No. 11-11527) to eliminate about $200 million
in debt.  The Debtor disclosed $51,537,899 in assets and
$460,975,646 in liabilities as of the Chapter 11 filing.

Sbarro said it has reached an agreement with all of its second-
lien secured lenders and approximately 70% of its senior
noteholders on the terms of a reorganization plan that will
eliminate more than half of the Company's total indebtedness.

Edward Sassower, Esq., and Nicole Greenblatt, Esq., at Kirkland &
Ellis, LLP, serve as the Debtors' general bankruptcy counsel.
Rothschild, Inc., is the Debtors' investment banker and financial
advisor.  PriceWaterhouseCoopers LLP is the Debtors' bankruptcy
consultants.  Marotta Gund Budd & Dzera, LLC, is the Debtors'
special financial advisor.  Curtis, Mallet-Prevost, Colt & Mosle
LLP serves as the Debtors' conflicts counsel.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' claims agent.  Sard Verbinnen & Co
is the Debtors' communications advisor.

In November 2011, Sbarro, Inc., along with its domestic
subsidiaries, disclosed that its Plan of Reorganization has become
effective and the Company has successfully emerged from Chapter 11
with significantly reduced debt and a new $35 million capital
infusion.

                         *     *     *

The Troubled Company Reporter reported on Jan. 21, 2014, that
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Melville, N.Y.- based Sbarro LLC to 'CCC-' from
'CCC+'.  The outlook is negative.  The Wall Street Journal also
reported on the same day that the fast-food pizza chain has
enlisted restructuring lawyers at Kirkland & Ellis LLP and bankers
at Moelis & Co.

The Troubled Company Reporter, on Feb. 25, 2014, citing a report
from The Wall Street Journal, said Sbarro will close 155 of the
400 restaurants it owns in North America, the latest move by the
troubled pizza chain to cut costs in response to weaker demand.


SBARRO LLC: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

   Debtor                                        Case No.
   ------                                        --------
   Sbarro LLC                                    14-10557
   401 Broadhollow Road
   Melville, NY 11747

   Carmela's, LLC                                14-10558

   Carmela's of Kirkman LLC                      14-10559

   Carmela's of Kirkman Operating, LLC           14-10560

   Corest Management, Inc.                       14-10561

   Cucinova Easton LLC                           14-10562

   Cucinova Holdings LLC                         14-10563

   Cucinova Kenwood LLC                          14-10564

   Cucinova Olentangy LLC                        14-10565

   Demefac Leasing Corp.                         14-10566

   Larkfield Equipment Corp.                     14-10567

   Las Vegas Convention Center LLC               14-10568

   New Sbarro Finance, Inc.                      14-10569

   New Sbarro Intermediate Holdings, Inc.        14-10570

   Sbarro America, Inc.                          14-10571

   Sbarro America Properties, Inc.               14-10572

   Sbarro Blue Bell Express LLC                  14-10573

   Sbarro Commack, Inc.                          14-10574

   Sbarro Express LLC                            14-10575

   Sbarro Holdings, Inc.                         14-10576

   Sbarro New Hyde Park, Inc.                    14-10577

   Sbarro of Las Vegas, Inc.                     14-10578

   Sbarro of Longwood, LLC                       14-10579

   Sbarro of Virginia, Inc.                      14-10580

   Sbarro Pennsylvania, Inc.                     14-10582

   Sbarro Properties, Inc.                       14-10584

   Sbarro Venture, Inc.                          14-10585

   Sbarro's of Texas, Inc.                       14-10587

   Umberto at the Source, LLC                    14-10588

   Umberto Deer Park, LLC                        14-10589

   Umberto Hauppauge, LLC                        14-10590

   Umberto Hicksville, LLC                       14-10591

   Umberto Huntington, LLC                       14-10592

   Umberto White Plains, LLC                     14-10593

Type of Business: Restaurant owner and consumer products
                  businesses

Chapter 11 Petition Date: March 10, 2014

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

Judge: Hon. Martin Glenn

Debtors' Counsel: Nicole Greenblatt, Esq.
                  James H.M. Sprayregen, Esq.
                  Edward O. Sassower, Esq.
                  David S. Meyer, Esq.
                  KIRKLAND & ELLIS, LLP
                  601 Lexington Avenue
                  New York, NY 10022
                  Phone: (212) 446-4800
                  Fax: (212) 446-4900
                  Email: ngreenblatt@kirkland.com
                         edward.sassower@kirkland.com
                         james.sprayregen@kirkland.com
                         david.meyer@kirkland.com

Debtors' Investment
Banker:                Mark Hootnick
                       Brian Bacal
                       Gregory Doyle
                       Roger Wood
                       MOELIS & COMPANY
                       399 Park Avenue, 5th Floor
                       New York, NY 10022
                       http://www.moelis.com
                       Phone: 212.883.3800

Debtors' Financial
Advisor:               LOUGHLIN MANAGEMENT

Debtors' Claims
& Noticing Agent:      PRIME CLERK LLC

Debtors'
Administrative
Advisor:               PRIME CLERK LLC

Total Assets: $175.4 million

Total Liabilities: $165.2 million

The petitions were signed by Stuart M. Steinberg, authorized
individual.

Consolidated List of Debtors' 30 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Vistar Corporation                    Trade          $536,516
Vistar Distribution Centers
12650 East Arapahoe Road
Building D
Centennial, CO 80112-3901
Fax: (303)662-7500
Phone: (303) 662-7234

421 Seventh Avenue, LLC               Lease          $210,040

1604-1610 Broadway Owner LLC          Lease          $122,008

Annapolis Mall Owner LLC              Lease          $113,983

Queens Center REIT LLC                Lease           $87,600

The Retail Property Trust             Lease           $81,735

Westfield Garden State LLC            Lease           $80,778

RCS Real Estate Advisors              Trade           $79,858

Pepsi Cola Company                    Trade           $78,016

Avenues Mall, LLC                     Lease           $74,711

HG Galleria I, II, III, L.P.          Lease           $72,237

Sol Goldman Investments, LLC          Lease           $72,181

Woodfield Mall LLC                    Lease           $71,972

Columbia Mall, Inc.                   Lease           $68,814

Mall at Smith Haven LLC               Lease           $68,508

Norsan Network Services Inc.          Trade           $67,568

GGP Limited Partnership               Lease           $67,136

Standard & Poor's                     Trade           $62,000

Union Station Investco                Tax             $61,968

Scottsdale Fashion Square             Lease           $61,804

West Farms Mall, LLC                  Lease           $60,227

Madison/Fifth Associates LLC          Trade           $55,833

McArthur Shopping Center LLC          Lease           $55,816

Taubman Auburn Hills Assoc. LP        Lease           $55,794

The Macerich Partnership, L.P.        Lease           $55,621

TJ Palm Beach Associates              Lease           $55,072

Forbes Cohen Properties               Lease           $54,807

Taubman-Cherry Creek, L.P.            Lease           $53,848

Ecklecco Newco LLC                    Trade           $52,914

Moody's Service                       Trade           $52,500


SEARS HOLDINGS: Incurs $358 Million Net Loss in 4th Quarter
-----------------------------------------------------------
Sears Holdings Corporation reported a net loss attributable to
Holdings' shareholders of $358 million on $10.59 billion of
merchandise sales and services for the quarter ended Feb. 1, 2014,
as compared with a net loss attributable to Holdings' shareholders
of $489 million on $12.26 billion of merchandise sales and
services for the quarter ended Feb. 2, 2013.

For the year ended Feb. 1, 2014, the Company reported a net loss
attributable to Holdings' shareholders of $1.36 billion on $36.18
billion of merchandise sales and services as compared with a net
loss attributable to Holdings' shareholders of $930 million on
$39.85 billion of merchandise sales and services for the year
ended Feb. 2, 2013.

As of Feb. 1, 2014, the Company had $18.26 billion in total
assets, $16.07 billion in total liabilities and $2.18 billion in
total equity.

"During 2013, we made progress in our continuing transformation
into a member-centric retailer leveraging Shop Your Way and
integrated retail, which we believe will position us for enhanced
growth and profitability to create long-term shareholder value,"
said Edward S. Lampert, Sears Holdings' Chairman and chief
executive officer.  "Our full year results are impacted during
this transformation as we continue supporting traditional
promotional programs and marketing expenditures while we invest in
our Shop Your Way program and integrated retail strategy.  We have
been investing hundreds of millions of dollars annually in our
transformation and will continue to invest in the future of the
Company."

A copy of the press release is available for free at:

                        http://is.gd/yGq0YQ

On Feb. 27, 2014, the Chairman and Chief Executive Officer of the
Company issued a letter to shareholders, a copy of which is
available for free at http://is.gd/p7cNfh

                            About Sears

Hoffman Estates, Illinois-based Sears Holdings Corporation
(Nasdaq: SHLD) -- http://www.searsholdings.com/-- operates full-
line and specialty retail stores in the United States and Canada.
Sears Holdings operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation.  Sears Holdings also owns a
94 percent stake in Sears Canada and an 80.1 percent stake in
Orchard Supply Hardware.  Key proprietary brands include Kenmore,
Craftsman and DieHard, and a broad apparel offering, including
such well-known labels as Lands' End, Jaclyn Smith and Joe Boxer,
as well as the Apostrophe and Covington brands.  It also has the
Country Living collection, which is offered by Sears and Kmart.

Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002.  Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization.  John Wm. "Jack" Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, represented the retailer in its
restructuring efforts.  The Company's balance sheet showed
$16,287,000,000 in assets and $10,348,000,000 in debts when it
sought chapter 11 protection.  Kmart bought Sears, Roebuck & Co.,
for $11 billion to create the third-largest U.S. retailer, behind
Wal-Mart and Target, and generate $55 billion in annual revenues.
Kmart completed its merger with Sears on March 24, 2005.

                           Junk Rating

Moody's Investors Service in January 2014 downgraded Sears
Holdings Corporate Family Rating to Caa1 from B3.  The rating
outlook is stable.

The downgrade reflects the accelerating negative performance of
Sears' domestic business with comparable sales falling 7.4% for
the quarter to date ending January 6th, 2014 compared to the prior
year. The company now expects domestic Adjusted EBITDA to decline
to a range of ($80 million) to $20 million for the fourth fiscal
quarter, compared with $365 million in the year prior period. For
the full year, Sears expects domestic Adjusted EBITDA loss between
$(308) million and $(408) million, as compared to $557 million
last year. Moody's expects full year cash burn (after capital
spending, interest and pension funding) to be around $1.2 billion
in 2013 and we expect Sears' cash burn to remain well above $1
billion in 2014. "Operating performance for fiscal 2013 is
meaningfully weaker than our previous expectations, and we expect
negative trends in performance to persist into 2014" said Moody's
Vice President Scott Tuhy.  He added "While Sears noted improved
engagement metrics for its "Shop Your Way" Rewards program,
Moody's remains uncertain when these improved engagement metrics
will lead to stabilization of operating performance."


SEQUENOM INC: Incurs $107.4 Million Net Loss in 2013
----------------------------------------------------
Sequenom, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$107.40 million on $162.42 million of total revenues for the year
ended Dec. 31, 2013, as compared with a net loss of $117.02
million on $89.69 million of total revenues in 2012.  The Company
incurred a net loss of $74.13 million in 2011.

The Company reported a net loss of $18.87 million on $45.12
million of total revenues for the three months ended Dec. 31,
2013, as compared with a net loss of $32.75 million on $33.67
million of total revenues for the same period during the prior
year.

As of Dec. 31, 2013, the Company had $144.70 million in total
assets, $191.20 million in total liabilities and a $46.50 million
total stockholders' deficit.

"We believe that the increasing acceptance and adoption of the
MaterniT21 PLUS test by the U.S. and international medical
communities demonstrate a strong testament to Sequenom
Laboratories leadership position in noninvasive prenatal testing
(NIPT)," said Harry Hixson, Jr., Ph.D., Chairman and CEO of
Sequenom.  "Our success in completing contracts with national and
regional payors further supports our position as the NIPT leader.
Since the introduction of the MaterniT21 PLUS test in 2011,
Sequenom Laboratories has provided more than 200,000 high-risk
patients and their families with valuable, accurate information in
a noninvasive manner, and we are committed to continuing to
provide our leading diagnostic testing services to more physicians
and their patients worldwide."

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

                        http://is.gd/dVJvB0

                           About Sequenom

Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a
life sciences company committed to improving healthcare through
revolutionary genetic analysis solutions.  Sequenom develops
innovative technology, products and diagnostic tests that target
and serve discovery and clinical research, and molecular
diagnostics markets.  The company was founded in 1994 and is
headquartered in San Diego, California.


SILVERADO STREET: U.S. Trustee Unable to Form Committee
-------------------------------------------------------
The United States Trustee said on March 4 that an official
committee under 11 U.S.C. Sec. 1102 has not been appointed in the
bankruptcy case of Silverado Street, LLC.  The U.S. Trustee has
attempted to solicit creditors interested in serving on the
Unsecured Creditors' Committee from the 20 largest unsecured
creditors.  After excluding governmental units, secured creditors
and insiders, the U.S. Trustee has been unable to solicit
sufficient interest in serving on the Committee, in order to
appoint a proper Committee.

The U.S. Trustee reserves the right to appoint such a committee
should interest developed among the creditors.

Silverado Street, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Cal. Case No. 14-00574) on Jan. 30, 2014, in San
Diego, California.  The company said in its schedules that it has
$22 million to $47 million in total assets and $11 million in
liabilities in total liabilities.  The Debtor is represented by
Golmore, Wood, Vinnard & Magness, in Fresno, as counsel.

The company's property -- Lots 18 and 19 in Block 74 of Villa
Tract, La Jolla Park, in San Diego County -- is valued at $12
million and secures debt in the aggregate amount of $11 million
owed to Chase Mortgage, FHR Realty Advisors and Georgiou Trust.
The company also claims to have mineral rights and oil leases
valued at $2 million.  The company's remaining asset is on account
of notes/deeds of trust judgments that the Debtor estimates to be
valued at $10 million to $35 million.


SILVERADO STREET: Sec. 341 Creditors' Meeting Set for March 25
--------------------------------------------------------------
The U.S. Trustee will convene a meeting of creditors pursuant to
11 U.S.C. 341(a) in the Chapter 11 case of Silverado Street, LLC,
on March 25, 2014, at 10:00 a.m.  The meeting will be held at 402
W. Broadway, Emerald Plaza Building, Suite 660 (B), Hearing Room
B, San Diego, CA 92101

Silverado Street, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Cal. Case No. 14-00574) on Jan. 30, 2014, in San
Diego, California.  The company said in its schedules that it has
$22 million to $47 million in total assets and $11 million in
liabilities in total liabilities.  The Debtor is represented by
Golmore, Wood, Vinnard & Magness, in Fresno, as counsel.

The company's property -- Lots 18 and 19 in Block 74 of Villa
Tract, La Jolla Park, in San Diego County -- is valued at $12
million and secures debt in the aggregate amount of $11 million
owed to Chase Mortgage, FHR Realty Advisors and Georgiou Trust.
The company also claims to have mineral rights and oil leases
valued at $2 million.  The company's remaining asset is on account
of notes/deeds of trust judgments that the Debtor estimates to be
valued at $10 million to $35 million.


SOUNDVIEW ELITE: Chapter 11 Trustee Hires Jones Day as Counsel
--------------------------------------------------------------
Corinne Ball, the Chapter 11 trustee of Soundview Elite Ltd. and
its debtor-affiliates, seeks authorization from the Hon. Robert E.
Gerber of the U.S. Bankruptcy Court for the Southern District of
New York to employ her own firm, Jones Day, as her principal
counsel, nunc pro tunc to Jan. 31, 2014.

Ms. Ball seeks to retain Jones Day as her principal counsel in the
Chapter 11 cases and render various services, including, but not
limited to, the following:

   (a) identify, locate, analyze and recover the Debtors' assets;

   (b) investigate and assist the Trustee in connection with any
       and all claims, causes of action or other bases of
       liability assertable by the Debtors' estates, including,
       but not limited to, claims arising under Chapter 5 of the
       Bankruptcy Code (collectively, the "Claims");

   (c) investigate witnesses and obtain documents and information,
       pursuant to Bankruptcy Rule 2004 or other applicable
       Bankruptcy Rules and Federal Rules of Civil Procedure from
       FAM and its various affiliates, and any other persons who
       may have knowledge relating to the Claims;

   (d) prepare, on behalf of the Trustee, all necessary motions,
       applications, complaints, answers, orders, reports and
       other papers in support of positions taken by the Trustee
       in connection with the Claims;

   (e) retain any witnesses, expert or otherwise, in order to
       pursue the Claims;

   (f) assist and advise the Trustee in connection with a plan or
       plans of liquidation and related disclosure statements
       and all related documents, and such actions as may be
       required in connection with the administration of the
       Debtors' estates by the Trustee;

   (g) assess, prosecute, settle, or otherwise resolve any
       claims asserted against the Debtors in the Chapter 11
       Cases;

   (h) appear, as appropriate, in the Bankruptcy Court, any
       appellate courts, and any other courts, panels of forums in
       which matters may be heard to protect the interests of the
       Trustee and Debtors' estates before said courts, panels or
       forums with respect to the Claims;

   (i) assist and advise the Trustee in connection with any
       matters affecting property of the Debtors' estates,
       including, but not limited to, the operation and sale or
       other proposed disposition of property of the Debtors'
       estates; and

   (j) perform all other necessary or appropriate legal services
       as requested by the Trustee.

Jones Day will be paid at these hourly rates:

                                    Ordinary       Discounted
                                      Rate            Rate
                                    --------       ----------
   Heidi Wendel, Partner              $875           $787.50
   Veerle Roovers, Partner            $850             $765
   Amy Edgy Ferber, Partner           $700             $630
   Daniel Moss, Associate             $650             $585
   Lauren Buonome, Associate          $650             $585
   Michael Dailey, Associate          $575           $517.50
   Jordan Schneider, Associate        $525           $472.50
   Laura Gura, Associate              $300             $270

Jones Day has agreed to reduce all its ordinary and customary
hourly billing rates by 10%.

Jones Day will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Veerle Roovers, Esq., partner of Jones Day, 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.

Jones Day can be reached at:

       Veerle Roovers, Esq.
       JONES DAY
       222 East 41st Street
       New York, NY 10017
       Tel: (212) 326-3939
       Fax: (212) 755-7306

                     About Soundview Elite

Six mutual funds originally created by Citco Group of Cos.,
including Soundview Elite Ltd., filed petitions for Chapter 11
protection on Sept. 24, 2013, in Manhattan to avoid undergoing
bankruptcy liquidation in the Cayman Islands, where they are
incorporated.

The funds are Soundview Elite (Bankr. S.D.N.Y. Case No. 13-13098)
Soundview Premium, Ltd. (Case No. 13-13099); Soundview Star Ltd.
(Case No. 13-13101); Elite Designated (Case No. 13-13102); Premium
Designated (Case No. 13-13103); and Star Designated (Case No.
13-13104).  The petitions were signed by Floyd Saunders as
corporate secretary.  By order dated Oct. 16, 2013, the Court
directed that the Debtors' bankruptcy cases be procedurally
consolidated and jointly administered.

SoundView Elite Ltd. and two similarly named funds were the target
of a winding-up petitions in the Cayman Islands filed in August by
Citco, which had sold its interest in the funds' manager years
before.  An investor, who was removed from the funds' board in
June, filed a different winding-up petition in August, aimed at
three funds created later to hold illiquid assets.

Soundview Elite estimated assets and debts of at least $10
million.  The funds said in a court filing their total cash assets
of about $20 million are held in the U.S., where the funds are
managed.  Court papers list the funds' total assets as $52.8
million, against debt totaling $28 million.

Judge Robert E. Gerber presides over the U.S. cases.

Warren J. Martin, Jr., Esq., Mark J. Politan, Esq., Terri Jane
Freedman, Esq., and Rachel A. Segall, Esq., at Porzio, Bromberg &
Newman, PC, serve as the Debtors' counsel.  CohnReznick LLP serves
as financial advisor.

Peter Anderson and Matthew Wright, as Joint Official Liquidators
of the Debtors, are represented in the U.S. proceedings by John A.
Pintarelli, Esq., James J. Beha, II, Esq., William H. Hildbold,
Esq., at Morrison & Foerster LLP.

The U.S. Trustee solicited for the formation of an official
committee of unsecured creditors, but to date one has not been
formed.


SPENDSMART PAYMENTS: Issues 1-Mil. Series Conv. Preferred Shares
----------------------------------------------------------------
The SpendSmart Payments Company entered into subscription
agreements with accredited investors pursuant to which the Company
issued 1,015,827 shares of its Series C Convertible Preferred
Stock and warrants to purchase 4,063,308 shares of its common
stock exercisable during the five-year period commencing on the
date of issuance at $1.10 per share.

This offering resulted in gross proceeds to the Company of
approximately $3,047,459.  The placement agent, a FINRA registered
broker-dealer, in connection with the financing received a cash
fee totaling $304,745 and will receive warrants to purchase up to
101,583 shares of Common Stock at an exercise price of $1.265 per
share as compensation.  The Series C Preferred Stock and the
Warrants were offered and sold without registration under the
Securities Act of 1933, as amended, in reliance on the exemptions
provided by Section 4(2) of the Securities Act and Regulation D
promulgated thereunder.

On Feb. 11, 2014, the Company filed a Certificate to Set Forth
Designations, Voting Powers, Preferences, Limitations,
Restrictions, and Relative Rights of its Series C Preferred Stock
with the Secretary of State of the State of Colorado to amend the
Company's articles of incorporation.  The Certificate of
Designations sets forth the rights, preferences and privileges of
the Series C Preferred Stock.  As provided in the Company's
articles of incorporation, the filing of the Certificate of
Designations was approved by the Company's Board of Directors.

Additional information is available for free at:

                        http://is.gd/Ektyw5

                          About SpendSmart

San Diego, Cal.-based The SpendSmart Payments Company is a
Colorado corporation.  Through the Company's subsidiary
incorporated in the state of California, The SpendSmart Payments
Company, the Company issues and services prepaid cards marketed to
young people and their parents.  The Company is a publicly traded
company trading on the OTC Bulletin Board under the symbol "SSPC."

The Spendsmart Payments incurred a net loss and comprehensive loss
of $12.58 million on $1.02 million of revenues for the year ended
Sept. 30, 2013, as compared with a net loss and comprehensive loss
of $21.09 million on $1 million of revenues during the prior year.

As of Sept. 30, 2013, the Company had $1.27 million in total
assets, $1.39 million in total liabilities, all current, and a
$123,174 total stockholders' deficit.

EisnerAmper LLP, in Iselin, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2013.  The independent auditors noted that
the Company has incurred net losses since inception and has an
accumulated deficit at Sept. 30, 2013.  These factors among others
raise substantial doubt about the ability of the Company to
continue as a going concern.


ST. FRANCIS' HOSPITAL: Alston & Bird Approved as Panel's Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized the Official Committee of Unsecured Creditors of St.
Francis' Hospital, Poughkeepsie, New York and its debtor-
affiliates to retain Alston & Bird LLP as counsel to the
Committee, nunc pro tunc to Dec. 23, 2013.

As reported in the Troubled Company Reporter on Feb, 24, 2014,
Alston & Bird is expected to render such legal services as the
Committee may consider desirable to discharge the Committee's
responsibilities and further the interests of the Committee's
constituents in these cases.  In addition to acting as primary
spokesperson for the Committee, it is expected that Alston & Bird
LLP's services will include, without limitation, assisting,
advising, and representing the Committee with respect to these
matters:

   (a) the administration of these cases and the exercise of
       oversight with respect to the Debtors' affairs including
       all issues arising from or impacting the Debtors or the
       Committee in these chapter 11 cases;

   (b) the preparation on behalf of the Committee of all necessary
       applications, motions, orders, reports, and other legal
       papers;

   (c) appearances in this Court to represent the interests of the
       Committee;

   (d) the negotiation, formulation, drafting, and confirmation of
       any plan of reorganization or liquidation and matters
       related thereto;

   (e) the exercise of oversight with respect to any transfer,
       pledge, conveyance, sale, or other liquidation of the
       Debtors' assets;

   (f) such investigation as the Committee may desire concerning,
       among other things, the assets, liabilities, financial
       condition, and operating issues concerning the Debtors that
       may be relevant to this case;

   (g) such communication with the Committee's constituents and
       others as the Committee may consider desirable in
       furtherance of its responsibilities; and

   (h) the performance of all of the Committee's duties and powers
       under the Bankruptcy Code and the Bankruptcy Rules or as
       may be ordered by the Court.

Alston & Bird will be paid at these hourly rates:

       Partners                 $475-$1,195
       Counsels                 $450-$960
       Associates               $320-$725
       Paralegals               $175-$325
       Case Clerks              $90-$185

Craig Freeman and Martin G. Bunin are the Alston & Bird bankruptcy
partners who will be the primary partners on this matter.  Their
standard 2013 hourly rates were $775 and $865, respectively, but
they have agreed to bill their services in this matter at $695 and
$795, respectively. Additionally, they agreed to bill the services
of Alston & Bird associates at a 7.5% discount from their 2013
rates.  Partners other than Mr. Freeman and Mr. Bunin, and
paralegals and case clerks, will be billed at their standard 2013
and 2014 rates, as applicable.

Alston & Bird will also be reimbursed for reasonable out-of-pocket
expenses incurred.

The Executive Office for United States Trustees recently adopted
new Guidelines for Reviewing Applications for Compensation and
Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 by
Attorneys in Larger Chapter 11 Cases -- so-called Appendix B
Guidelines.  By their terms, the Appendix B Guidelines "apply to
the USTP's review of applications for compensation filed by
attorneys in larger chapter 11 cases," and are intended as an
update to the original Guidelines adopted by the EOUST in 1996.
However, the New UST "Guidelines do not supersede local rules,
court orders, or other controlling authority," and, as far as the
Committee and Alston & Bird are aware, this Court has not yet
officially taken any position with respect to the New UST
Guidelines.

In connection with this Application ant the retention,
compensation, and reimbursement of Alston & Bird, in these cases,
the Committee and Alston & Bird intend to comply with the Original
UST Guidelines and to make a reasonable effort to comply with the
additional requirements set forth in the New UST Guidelines.
However, the Committee and Alston & Bird reserve all of their
rights as to the relevance and substantive legal effect of the New
UST Guidelines in connection with any application for employment,
compensation, or reimbursement in these cases.

Martin G. Bunin, partner of Alston & Bird, 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.

Alston & Bird can be reached at:

       Martin G. Bunin, Esq.
       ALSTON & BIRD LLP
       90 Park Avenue
       New York, NY 10016
       Tel: (212) 210-9400
       Fax: (212) 210-9444

                 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 cases are
assigned to Judge Cecelia G. Morris.

St. Francis intends 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 will be held
Feb. 13 if a rival offer is submitted.

The Debtors' counsel is Christopher M. Desiderio, Esq., at Nixon
Peabody LLP, in New York; the 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 five members to the Official
Committee of Unsecured Creditors.


STELLAR BIOTECHNOLOGIES: To Present at ROTH Capital Conference
--------------------------------------------------------------
Stellar Biotechnologies, Inc., will present at the 26th Annual
ROTH Capital Partners Growth Conference to be held March 9-12,
2014, at The Ritz-Carlton, Laguna Niguel in Dana Point,
California.

Frank Oakes, president and CEO of Stellar Biotechnologies, will
present on Wednesday, March 12th at 11:00 a.m. PST (2:00 PM EST).
Members of Stellar's executive team will be available for one-on-
one meetings throughout the event.  A link to the webcast will be
available on the Investor Relations portion of the Company's Web
site at http://is.gd/UZkrn3

Attendance at the conference is by invitation only and interested
investors should contact the conference organizers at ROTH
Capital.  For more information about the conference or to schedule
a meeting with Stellar Biotechnologies management, please contact
your ROTH representative at 1-800-933-6830 or via e-mail at
conference@roth.com. Conference Web site:
http://www.roth.com/main/page.aspx?PageID=7214

Stellar Presentation Details:

Date and Time:  March 12, 2014 @ 11:00 a.m. PST (2:00 PM EST)

Venue Location: The Ritz-Carlton, Laguna Niguel in Dana Point,
California.

Presentation Room:  Track 5, Salon 5

Stellar Presentation Webcast Link:

http://wsw.com/webcast/roth28/SBOTF

                            About Stellar

Port Hueneme, Cal.-based Stellar Biotechnologies, Inc.'s
business is to commercially produce and market Keyhole Limpet
Hemocyanin ("KLH") as well as to develop new technology related to
culture and production of KLH and subunit KLH ("suKLH")
formulations.  The Company markets KLH and suKLH formulations to
customers in the United States and Europe.

KLH is used extensively as a carrier protein in the production of
antibodies for research, biotechnology and therapeutic
applications.

Stellar Biotechnologies incurred a loss and comprehensive loss of
$14.88 million on $545.46 million of revenues for the year ended
Aug. 31, 2013, as compared with a loss and comprehensive loss of
$5.19 million on $286.05 million of revenues for the year ended
Aug. 31, 2012.  The Company incurred a loss and comprehensive loss
of $3.59 million for the year ended Aug. 31, 2011.

The Company's balance sheet at Nov. 30, 2013, showed $17.44
million in total assets, $9.03 million in total liabilities and
$8.40 million in total shareholders' equity.


STERLING BLUFF: U.S. Trustee Unable to Form Committee
-----------------------------------------------------
The United States Trustee said on Feb. 24 that an official
committee under 11 U.S.C. Sec. 1102 has not been appointed in the
bankruptcy case of Sterling Bluff Investors, LLC.  The U.S.
Trustee attempted to solicit creditors interested in serving on
the Unsecured Creditors' Committee from the 20 largest unsecured
creditors.  After excluding governmental units, secured creditors
and insiders, the U.S. Trustee has been unable to solicit
sufficient interest in serving on the Committee, in order to
appoint a proper Committee.

The U.S. Trustee reserves the right to appoint such a committee
should interest developed among the creditors.

Sterling Bluff Investors, LLC, a Georgia limited liability company
formed for the purpose of acquiring and owning lots in a
subdivision known as the Ford Plantation, Bryan County, Georgia,
and also certain club memberships in the Ford Plantation Club,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
S.D. Ga. Case No. 14-40200) in Savannah, Georgia, on Feb. 3, 2014.

The Debtor's counsel is Austin E. Carter, Esq., at Stone & Baxter,
LLP, in Macon, Georgia.

The Debtor estimated assets and debt of $10 million to $50
million.  The petition was signed by Michael Greene, manager.


STOCKTON, CA: Deadline to Publish Bar Date Extended
---------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of California
extended until June 30, 2014, the deadlines for the City of
Stockton, California, to publish and transmit notice of bar date
to creditors and parties-in-interest for all claims other than
claims based on Retiree Health Benefits.

The Court extended the deadline in view of the complexity of the
case, the filing of a plan that includes several settlements, and
the confirmation hearing schedule.

                      About Stockton, Calif.

The City of Stockton, California, filed a Chapter 9 petition
(Bankr. E.D. Cal. Case No. 12-32118) in Sacramento on June 28,
2012, becoming the largest city to seek creditor protection in
U.S. history.  The city was forced to file for bankruptcy after
talks with bondholders and labor unions failed.  Stockton
estimated more than $1 billion in assets and in excess of
$500 million in liabilities.

The city, with a population of about 300,000, identified the
California Public Employees Retirement System as the largest
unsecured creditor with a claim of $147.5 million for unfunded
pension costs.  In second place is Wells Fargo Bank NA as trustee
for $124.3 million in pension obligation bonds.  The list of
largest creditors includes $119.2 million owing on four other
series of bonds.

The city is being represented by Marc A. Levinson, Esq., and John
W. Killeen, Esq., at Orrick, Herrington & Sutcliffe LLP.  The
petition was signed by Robert Deis, city manager.

Mr. Levinson also represented the city of Vallejo, Cal. in its
2008 bankruptcy.  Vallejo filed for protection under Chapter 9
(Bankr. E.D. Cal. Case No. 08-26813) on May 23, 2008, estimating
$500 million to $1 billion in assets and $100 million to $500
million in debts in its petition.  In August 2011, Vallejo was
given green light to exit the municipal reorganization.   The
Vallejo Chapter 9 plan restructures $50 million of publicly held
debt secured by leases on public buildings.  Although the Plan
doesn't affect pensions, it adjusts the claims and benefits of
current and former city employees.  Bankruptcy Judge Michael
McManus released Vallejo from bankruptcy on Nov. 1, 2011.

The bankruptcy judge on April 1, 2013, ruled that the city of
Stockton is eligible for municipal bankruptcy in Chapter 9.


TANDEM TRANSPORT: Wants Court to Enter Final Decree Closing Case
----------------------------------------------------------------
Consolidated Transport Systems, Inc., et al., ask the Bankruptcy
Court for the Northern District of Indiana to enter a final decree
closing their Chapter 11 cases.

In a report of substantial consummation, and application for final
decrees, the Debtors relate that on Nov. 8, 2013, the Court
confirmed the Debtors' Amended Joint Plan of Reorganization dated
July 5, 2013, as immaterially modified on Oct. 28, 2013.

The Plan became effective as of Nov. 25, at which time the assets
of Consolidated Transport Systems, Inc., et al., were transferred
to Consolidated Transport Systems, Inc., et al., as reorganized
debtors.

The distribution date occurred on Jan. 24, 2014.

As reported in the Troubled Company Reporter on July 19, 2013, the
Plan provides that the Debtors' obligations will be satisfied in
full over time by cash flow from operations, the disposition of
the Debtors' tractor fleet, and exit financing.

Holders of allowed administrative claims and allowed claims
entitled to priority other than allowed claims under 11 U.S.C.
Sec. 507(a)(8) will be paid in full over time except for the state
of Michigan whose allowed administrative claim will be paid in
full on the effective date of the Plan.  Holders of Sec. 507(a)(8)
claims will be paid over a period of five years except for the
state of Michigan whose priority claim, if any, will be paid on or
before Aug. 16, 2017.

Marquette Transportation Finance, Inc., which has provided the
Debtors with DIP financing of up to $4.75 million, has agreed to
continue to provide financing to the reorganized debtors following
confirmation of the Plan.

The Michigan Department of Treasury, Peoples' Capital and Leasing
Corporation, Mercedes-Benz Financial Services USA, LLC, Navistar
Financial Corporation, Marquette, and General Electric Capital
Corporation filed objections to the Plan.  The objections have
been resolved by the modifications made to the Plan on Oct. 28,
2013.

A copy of the Court's Findings of Fact, Conclusions of Law and
Order Confirming the Plan is available for free at:

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

A copy of the Debtor's Amended Joint Plan of Reorganization dated
July 5, 2013, as immaterially modified on Oct. 28, 2013 is
available for free at:

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

A copy of the explanatory disclosure statement is available for
free at

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

                   About Consolidated Transport,
                      Tandem Transport et al.

Michigan City, Indiana-based trucking company Consolidated
Transport Systems, Inc., filed a Chapter 11 petition (Bankr. N.D.
Ind. Case No. 12-32940) on Aug. 16, 2012.  Walter G & Carolyn Bay
owns 87.3 percent of the privately held Debtor.

Tandem Transport Corp., and two affiliates Transport Investment
Corporation, and Tandem Eastern, Inc., sought Chapter 11
protection (Bankr. N.D. Ind. Case Nos. 12-33135 to 12-33137) on
Aug. 31, 2012.

The Companies and their predecessors have provided for-hire
freight services throughout the United States since 1945.  The
largest portion (75 percent) of the Companies' business consists
of hauling building materials, with the balance consisting of
transporting steel (20 percent) and other miscellaneous freight
such as stone, salt, and machinery (5 percent).  The bulk of the
Companies' loads are received and delivered east of the
Mississippi River, although they have general commodities
authority for the lower 48 states.  The Companies have intrastate
authority for the states of Georgia, Illinois, Indiana, Kentucky,
Michigan, Missouri, North Carolina, Ohio, Tennessee and Texas.

The Companies operate as a combined enterprise.  Consolidated owns
the fleet of roughly 275 tractors and 330 trailers.  It also
employs office staff of 66 employees.  The corporate headquarters
is located in Michigan City, Indiana, while their executive office
is located in St. Louis, Michigan.  Transport is the operating
company which provides logistics to customers and also brokers
freight.  Eastern employs 246 drivers, while Investment employs 10
mechanics.

Consolidated initiated its chapter 11 proceeding to prevent any
actions by equipment lenders such as repossession of equipment
that would threaten the Companies' operations and viability while
they restructure their respective operations.  Transport,
Investment and Eastern filed for chapter 11 to obtain the
necessary breathing room provided by the Bankruptcy Code, as well
as a single forum to allow them to effectively restructure their
operations.

Consolidated disclosed $17,207,923 in assets and $11,559,933 in
liabilities as of the Chapter 11 filing and affiliate, Tandem
Eastern, Inc., disclosed $40,652 in assets and $56,119 in
liabilities. Transport Investment estimated less than $50,000 in
assets and up to $50 million in liabilities.  Two other entities
that filed are Transport Investment Corporation and Tandem
Eastern, Inc.

Judge Harry C. Dees, Jr. presides over the cases.  Jeffrey J.
Graham, Esq., and Jerald I. Ancel, Esq., at Taft Stettinius &
Hollister LLP, in Indianapolis, Indiana, serve as the Debtors'
counsel.  O'Keefe & Associates Consulting, LLC, as financial
advisors,  The petition was signed by Jeffrey T. Gross, president.


TOBACCO SETTLEMENT: S&P Raises Rating on 2007-1A Notes to BB
------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on two
classes of subordinate capital appreciation bonds (CABs) from
Tobacco Settlement Financing Corp.'s series 2007-1 and removed
them from CreditWatch with positive implications.  In addition,
S&P raised its ratings on three classes of turbo bonds and
affirmed its ratings on eight other classes from the same
transaction.

The rating actions reflect S&P's view of the increase in
collateral pledged 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 Finance Corp. will pledge the remaining 23.74%
previously not pledged to series 2007-1 directly to the class
2007-1B (15.99%) and 2007-1C (7.75%) CABs beginning July 1, 2016.

The upgrades on the subordinate CABs reflect this additional
pledge of TSRs to the CABs.  The additional pledge of 15.99% and
7.75% to the class 2007-1B and 2007-1C CABs, respectively, enables
them to pass our 'A' category rating level stresses.

Pursuant to the Dec. 17, 2012, settlement agreement, New Jersey
received additional funds from the MSA's disputed payments
account.  New Jersey collected and subsequently paid its
respective portion to the series 2007-1 bonds, allowing the class
2007-1A 2023 turbo term bonds to pay $131.32 million in principal
on the June 1, 2013, payment date.  These additional funds have
allowed the three class 2007-1A turbo term bonds maturing 2023,
2026, and 2029 to pass higher rating level stresses according to
S&P's criteria, resulting in its upgrade on those classes.

RATING AND CREDITWATCH ACTIONS

Tobacco Settlement Financing Corp. (Series 2007-1)

Class              Rating                       Current amount
               To         From                        (mil. $)
2007-1B CAB    A- (sf)    CCC+ (sf)/Watch Pos       184.729(i)
2007-1C CAB    A- (sf)    CCC (sf)/Watch Pos         88.391(i)
2007-1A Turbo  BB (sf)    B (sf)                       310.105
2007-1A Turbo  B+ (sf)    B- (sf)                       287.62
2007-1A Turbo  B (sf)     B- (sf)                       332.27

(i) Accreted value as of Dec. 1, 2013.
  CAB - Capital appreciation bond.

RATINGS AFFIRMED

Tobacco Settlement Financing Corp. (Series 2007-1)

Class              Rating       Current amount
                                       (mil $)
2007-1A Serial     BBB (sf)             21.765
2007-1A Serial     BBB (sf)             23.830
2007-1A Serial     BBB (sf)             26.190
2007-1A Serial     BBB (sf)             28.665
2007-1A Serial     BBB (sf)             34.150
2007-1A Serial     BBB (sf)             36.470
2007-1A Turbo      B- (sf)             672.945
2007-1A Turbo      B- (sf)            1,263.59


TRAVELPORT LTD: Incurs $192 Million Net Loss in 2013
----------------------------------------------------
Travelport Limited reported a net loss attributable to the Company
of $50 million on $480 million of net revenue for the three months
ended Dec. 31, 2013, as compared with a net loss attributable to
the Company of $164 million on $457 million of net revenue for the
same period in 2012.

For the year ended Dec. 31, 2013, the Company reported a net loss
attributable to the Company of $192 million on $2.07 billion of
net revenue as compared with a net loss attributable to the
Company of $236 million on $2 billion of net revenue in 2012.

The Company's balance sheet at Dec. 31, 2013, showed $3.08 billion
in total assets, $4.39 billion in total liabilities and a $1.31
billion total deficit.

"I am delighted to report a successful growth year for Travelport,
with key financial performance metrics up 5% with positive
innovation and traction across all aspects of the business.  We
maintain forward momentum in transforming our core air business
and growing our Beyond Air initiatives of payments, hospitality
and advertising.  I am also pleased to note that this momentum has
continued into the early part of the current year."

A copy of the press release is available for free at:

                        http://is.gd/tJjXWz

To further strengthen the Company's capital structure, Travelport
Worldwide Limited, the Company's ultimate parent company, entered
into separate, individually negotiated private exchange agreements
with Morgan Stanley, certain funds and accounts managed by
AllianceBernstein L.P. and certain funds and accounts managed by
P. Schoenfeld Asset Management LP to exchange $135 million of the
Company's subordinated debt at par into common stock, par value
$0.0002, of Travelport Worldwide at a value of $1.55 per Common
Share.  An aggregate of approximately 87 million Common Shares
will be issued in the exchanges, which brings the Company's fully
diluted shares outstanding to approximately 928 million.

                     About Travelport Holdings

Headquartered in Atlanta, Georgia, Travelport provides transaction
processing services to the travel industry through its global
distribution system business, which includes the group's airline
information technology solutions business.  During FYE2011, the
group reported revenues and adjusted EBITDA of US$2 billion and
US$507 million, respectively.

                           *     *     *

As reported by the TCR on May 1, 2013, Standard & Poor's Ratings
Services said that it raised its long-term corporate credit
ratings on Travelport Holdings Ltd. and indirect primary operating
subsidiary Travelport LLC (together, Travelport) to 'CCC+' from
'SD' (selective default).  The rating action follows S&P's review
of Travelport's business and financial risk profiles after it
downgraded the group to 'SD' on April 16, 2013.


TRILITO INC: Court Dismisses Chapter 11 Bankruptcy Case
-------------------------------------------------------
The Hon. Mildred Caban Flores of the U.S. Bankruptcy Court for the
District of Puerto Rico has dismissed the Chapter 11 case of
Trilito Inc.

As reported in the Troubled Company Reporter on Feb. 7, 2014,
the Debtor told the Court that it had tried to negotiate with the
holder of an embargo a settlement with no results.  To avoid an
auction by the junior judgment lienholder the voluntary petition
was filed.  After filing, the Debtor tried to negotiate with the
creditor, hoping it would realize that being in a junior rank, the
completion of the foreclosure would not result in collection on
its debt, again with negative results, the Debtor notes.

According to the Debtor, as the matter relates to the settlement
of this debt, it will be best handled outside the Chapter 11
proceeding, directly with the creditor for which there is no need
to continue the proceedings.

The Debtor added it considers Chapter 7 liquidation impracticable,
as there are no unencumbered assets, thus liquidation through
Chapter 7 would not yield dividends to unsecured creditors.

                           About Trilito

San Juan, Puerto Rico-based Trilito, a Single Asset Real Estate as
defined in 11 U.S.C. Sec. 101(51B), estimated $10 million to $50
million in total assets and liabilities.  ScotiaBank has a $25.9
million claim, of which $25.6 million is secured by a first
mortgage on the Debtor's property.

The case is assigned to U.S. Bankruptcy Judge Mildred Caban
Flores.

Carlos Rodriguez Quesada, Esq., in San Juan, Puerto Rico,
represents the Debtor.  The Debtor has proposed to pay counsel
$250 per hour for the engagement.


UPPER VALLEY: U.S. Trustee Appoints 3-Member Creditors Panel
------------------------------------------------------------
William K. Harrington, the U.S. Trustee, on Feb. 24 appointed
three members to the official committee of unsecured creditors in
the Chapter 11 cases of Upper Valley Commercial Corporation.

The Creditors Committee members are:

      1. Paul C. Flanders
         42 Batchelder Rd.
         Fairlee, VT 05045

      2. Debra Tuck
         82 Cross St.
         Bethlehem, NH 03574

      3. Joseph Vigent
         152 Benton Rd.
         North Haverhill, NH 03774

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

Upper Valley Commercial Corporation, which runs a lending business
in the Upper Connecticut Valley of New Hampshire, filed a Chapter
11 petition (Bankr. D. N.H. Case No. 13-13110) in Manchester, New
Hampshire, on Dec. 31, 2013.  The Debtor disclosed $12,782,877 in
assets and $11,584,281 in liabilities as of the Chapter 11 filing.

The Debtor is represented by attorneys at The Tamposi Law Group,
led by Peter N. Tamposi, Esq., in Nashua, New Hampshire.

No trustee or examiner has been appointed in Debtor's case and no
official statutory committee has yet been appointed or designated
by the U.S. Trustee.

Upper Valley Commercial Corporation said it is liquidating its
assets after discovering that some of its investment and lending
activities lacked proper licensing by the State of New Hampshire.
The Debtor will file a liquidating plan as part of an agreement
with the New Hampshire Banking Department.


USG CORP: Completes Joint Venture with Boral Limited
----------------------------------------------------
USG Corporation and Boral Limited announce the completion of their
previously communicated 50/50 strategic joint venture, USG Boral
Building Products.  The joint venture creates a world-leading
building products business with sales and operations across Asia,
Australasia and the Middle East.

In connection with the joint venture, Boral has contributed its
Gypsum division, which includes its plasterboard operations in
Australia and Asia, and USG has contributed its Asian and Middle
Eastern businesses, as well as exclusive access in the joint
venture's territory to its world-leading ceilings, cement board,
fibre board, and lightweight plasterboard and joint compound
building products technologies.

As consideration for its 50 percent ownership in the joint
venture, in addition to contributing its Asian and Middle Eastern
businesses and certain intellectual property, USG made a cash
payment of US$500 million to Boral.  Boral will also have the
opportunity for up to US$75 million in earn out payments over five
years if the joint venture achieves specific performance targets.

USG, which funded its cash payment to Boral with the net proceeds
of a recently completed US$350 million senior note offering and
cash on hand, made an additional cash payment to Boral of US$13
million based on a customary initial estimate of the net debt and
working capital positions of the contributed businesses.
Additional cash adjustments are expected upon finalisation of the
accounts as of Feb. 28, 2014.

USG's Chairman, president and CEO Jim Metcalf stated, "The joint
venture gives USG an immediate, significant presence across some
of the fastest growing construction markets in the world, and
positions both USG and Boral to win over the long-term in Asia,
Australasia, and the Middle East.  Our teams will work quickly to
deploy USG's technologies to the facilities in the region and we
expect that our combined efforts will enable the joint venture and
its customers to achieve greater productivity and profitability."

USG Boral Building Products has 633 million m 2 (6.8 BSF) of
plasterboard manufacturing capacity across 25 plasterboard lines
and 12 countries.  Synergy realisation will ramp up over time and
is expected to exceed US$50 million per annum within three years
of the new technologies being rolled out.  Manufacturing and
freight cost savings, revenue enhancements generated by a superior
product offering, and complementary products sold through existing
sales channels will drive synergies.

"The completion of the transaction is an important milestone in
our joint venture with USG.  Our teams have come together
effectively and productively and have great momentum and
determination to deliver on the strategic imperatives of the joint
venture.  We are focused on maximising value for our customers and
our shareholders," said Boral's CEO & Managing Director, Mike
Kane.  "The joint venture aligns with Boral's goal to grow
earnings from Asia and to transform the business over the longer-
term through innovative product and manufacturing solutions.
Boral's balance sheet will also strengthen considerably as a
result of the transaction."

Management of the joint venture will be shared between Boral and
USG with Frederic de Rougemont from Boral appointed as CEO and
Paul Monzella from USG appointed as CFO. USG has appointed the
Chairman, Jennifer Scanlon, Senior Vice President and President
USG International.  The right to appoint the Chairman will
alternate every two years.

                         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.

For the 12 months ended Dec. 31, 2012, the Company incurred a net
loss of $125 million on $3.22 billion of net sales, as compared
with a net loss of $390 million on $2.91 billion of net sales
during the prior year.  The Company's balance sheet at Sept. 30,
2013, showed $3.71 billion in total assets, $3.64 billion in total
liabilities and $72 million total stockholders' equity including
noncontrolling interest.

                            *     *     *

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.


VICTOR OOLITIC: Chapter 11 Impacts Local Quarrying Industry
-----------------------------------------------------------
Rick Seltzer, writing for the Times-Mail, reports that the recent
troubles at Indiana Limestone Co. rocked the local quarrying and
fabricating industry, shifting supply lines and spooking customers
across North America.  The report said some fallout had to be
expected after the company filed for Chapter 11 bankruptcy
protection in February, then revealed plans to sell its assets and
reopen under a new corporate structure.

                       About Victor Oolitic

Victor Oolitic Stone Company began as a supplier of raw block
limestone and evolved into the leading provider of a full range of
dimensional limestone products in North America.  The company owns
10 quarry sites totaling over 4,000 acres and is largest
dimensional Indiana limestone quarrier and fabricator in North
America.

Victor Oolitic and VO Stone Holdings, Inc., sought bankruptcy
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 14-10311) on Feb. 17, 2014.  Judge Christopher S.
Sontchi presides over the cases.

Victor Oolitic hired Paul W. Linehan, Esq., and T. Daniel
Reynolds, Esq., at tapped McDonald Hopkins LLC as counsel; Derek
C. Abbott, Esq., Andrew R. Remming, Esq., and Renae M. Fusco,
Esq., at Morris, Nichols, Arsht & Tunnell, as Delaware counsel;
Stuart Buttrick, Esq., Gregory Dale, Esq., and Jay Jaffe, Esq., at
Faegre Baker Daniels LLP as labor and employment counsel; Quarton
Partners, LLC, an affiliate of Spearhead Capital LLC, a regulated
broker dealer, as investment banker; and Kurtzman Carson
Consultants as claims and noticing agent.

Victor Oolitic estimated $50 million to $100 million in assets and
liabilities.  As of Jan. 1, 2014, the aggregate outstanding
principal and accrued interest under the Debtors' prepetition
credit agreement was $53 million.  The Debtors also have
approximately $6 million in general unsecured debt primarily
consisting of outstanding notes owed to former owners of the
legacy Indiana Limestone Company and trade debt.

This is Victor Oolitic's second trip to the Bankruptcy Court.
Victor Oolitic Stone Company and Victor Oolitic Holdings, Inc.
sought Chapter 11 protection in (Bankr. S.D. Ind. Case Nos.
09-05786 and 09-05787) on April 28, 2009.  Judge Frank J. Otte
presided over the 2009 case.  The 2009 Debtors were represented by
Henry A. Efroymson, Esq., at Ice Miller LLP.

This time, Victor Oolitic filed for bankruptcy with plans to sell
assets to Indiana Commercial Finance, LLC, in exchange for $26
million in debt.  The Debtors have proposed procedures to govern
the sale.  Under the proposal:

  -- ICF will serve as the stalking horse bidder with a credit
     bid of $26 million.

  -- All initial bids are due April 11, 2014 and must provide
     for an initial overbid of $250,000.

  -- If qualified bids are received April 11, an auction will
     be held on April 15, 2014 at 10:00 a.m.

  -- A hearing to approve the sale of the assets to the successful
     bidder will be conducted by the court no later than April 18,
     2014.

  -- Bids must be irrevocable until April 29, 2014.

  -- Expense reimbursement in the amount of $780,000 will be paid
     to the stalking horse bidder in the event of a sale of the
     assets to another bidder.

ICF is represented by Vedder Price PC and Pepper Hamilton LLP.


VUZIX CORP: Had 10.2 Million Common Stock Outstanding at Feb. 26
----------------------------------------------------------------
Since Feb. 20, 2014, holders of Vuzix Corporation's warrants
issued in its public offering which closed on Aug. 5, 2013, have
exercised for cash warrants for the purchase of 161,000 shares of
common stock.  Since Dec. 30, 2013, the Company's warrant holders
have exercised an aggregate of 694,300 warrants, including 672,600
warrants exercised for cash, and the Company has received proceeds
of $1,513,350 from warrant exercises (all but $133,425 of which
the Company has received in 2014), including previously disclosed
warrant exercises.

As of Feb. 26, 2014, there are 10,210,745 shares of the Company's
common stock issued and outstanding.  The Company's cash on hand
is now sufficient to fund its working capital needs to implement
its current 2014 operating plan.

                     About Vuzix Corporation

Vuzix -- http://www.vuzix.com-- is a supplier of Video Eyewear
products in the consumer, commercial and entertainment markets.
The Company's products, personal display devices that offer users
a portable high quality viewing experience, provide solutions for
mobility, wearable displays and virtual and augmented reality.
Vuzix holds 33 patents and 15 additional patents pending and
numerous IP licenses in the Video Eyewear field.  Founded in 1997,
Vuzix is a public company with offices in Rochester, NY, Oxford,
UK and Tokyo, Japan.

As of Sept. 30, 2013, the Company had $4.53 million in total
assets, $12.52 million in total liabilities and a $7.99 million
total stockholders' deficit.

"During the three and nine months ended September 30, 2013 and the
years ended December 31, 2012 and 2011, we have has been unable to
generate cash flows other than our recent asset sales, sufficient
to support our operations and have been dependent on equity
financings, term debt financings, revolving credit financing and
the June 2012 asset sale.  We will remain dependent on outside
sources of funding until our results of operations provide
positive cash flows.  There can be no assurance that we will be
able to generate cash from those sources in the future.  Our
independent auditors issued a going concern paragraph in their
reports for the years ended December 31, 2012 and 2011.  The
accompanying financial statements have been prepared assuming that
we will continue as a going concern," the Company said in the
quarterly report for the period ended Sept. 30, 2013.


WALLDESIGN INC: Committee Has Protocol to Settle Avoidance Claims
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Walldesign Inc., asks the Bankruptcy Court to authorize
the settlement of certain litigations claims without further
hearing or notice pursuant to Federal Rule of Bankruptcy Procedure
9019(b).

The Committee said it is prosecuting approximately 81 fraudulent
or preferential transfer claims.

The Committee, acting for the estate, also requests for permission
to set aside and recover fraudulent or preferential transfers,
provided that the proposed settlement results in a payment to the
estate of (i) at least 60 percent of the avoidance liability of
claims of less than $200,000, subject to reduction for asserted
transfers deemed not recoverable by the Committee, or (ii) such
amount as the Committee deems appropriate of an avoidance claim of
less than $40,000, subject to reduction for asserted transfers
deemed not recoverable by the Committee, and the proposed
settlement will result in a payment that is in the best interest
of the estate as determined by the Committee.

                          About Walldesign

Walldesign Inc., incorporated in 1983, has been in the business of
installing drywall, insulation, plaster and providing related
services to single and multi-family construction projects
throughout California, Nevada and Arizona for over 20 years.
Customers include some of the largest homebuilders in the United
States, such as Pulte, DR Horton, K. Hovnanian, Toll Brothers and
KB Homes.  In fiscal 2011, Walldesign generated more than $43.5
million in annual revenues.

Walldesign, based in Newport Beach, California, said the global
credit crisis that occurred in the third quarter of 2008 had a
severe negative impact on its business: capital for construction
projects dried up, buyers vacated the market for new homes and
profit margins on new jobs eroded.  Although it has significantly
downsized its operations in an effort to remain profitable in the
recessionary conditions, cash flow problems arose during this
process.  These problems slowed payments to vendors, precipitating
collection lawsuits forcing it to seek Chapter 11 protection
(Bankr. C.D. Calif. Case No. 12-10105) on Jan. 4, 2012.

Judge Robert N. Kwan presides over the case.  Marc J. Winthrop,
Esq., Sean A. O'Keefe, Esq., and Jeannie Kim, Esq., at Winthrop
Couchot, serve as the Debtor's counsel.  In its petition, the
Debtor estimated $10 million to $50 million in assets and debts.
The petition was signed by Michael Bello, chief executive officer.

Brian Weiss of BSW & Associates serve as the Debtor's Chief
Restructuring Officer.

An official committee of unsecured creditors has been appointed in
the case.  The Committee tapped Jones Day as its counsel.


WALLDESIGN INC: March 19 Hearing on Beazer's Bid for Stay Relief
----------------------------------------------------------------
The Hon. Catherine E. Bauer of the U.S. Bankruptcy Court for the
Central District of California will convene a hearing on March 19,
2014, at 10:00 a.m., to consider interested party Beazer Homes
Holdings Corp.'s motion for relief from stay.

As reported in the Troubled Company Reporter on Feb. 20, 2014,
Beazer Homes wants the stay lifted to continue prosecuting a
lawsuit against the Company.

The case entitled Angeles v. Beazer Homes Holdings Corp., et al.
is pending in Sacramento County Superior Court.

Attorney for Beazer Homes, Phillip Chan, Esq., at Koeller,
Nebeker, Carlson & Haluck LLP, said the company "seeks recovery
only from applicable insurance" and waives any other claim against
WallDesign Inc.

                          About Walldesign

Walldesign Inc., incorporated in 1983, has been in the business of
installing drywall, insulation, plaster and providing related
services to single and multi-family construction projects
throughout California, Nevada and Arizona for over 20 years.
Customers include some of the largest homebuilders in the United
States, such as Pulte, DR Horton, K. Hovnanian, Toll Brothers and
KB Homes.  In fiscal 2011, Walldesign generated more than $43.5
million in annual revenues.

Walldesign, based in Newport Beach, California, said the global
credit crisis that occurred in the third quarter of 2008 had a
severe negative impact on its business: capital for construction
projects dried up, buyers vacated the market for new homes and
profit margins on new jobs eroded.  Although it has significantly
downsized its operations in an effort to remain profitable in the
recessionary conditions, cash flow problems arose during this
process.  These problems slowed payments to vendors, precipitating
collection lawsuits forcing it to seek Chapter 11 protection
(Bankr. C.D. Calif. Case No. 12-10105) on Jan. 4, 2012.

Judge Robert N. Kwan presides over the case.  Marc J. Winthrop,
Esq., Sean A. O'Keefe, Esq., and Jeannie Kim, Esq., at Winthrop
Couchot, serve as the Debtor's counsel.  In its petition, the
Debtor estimated $10 million to $50 million in assets and debts.
The petition was signed by Michael Bello, chief executive officer.

Brian Weiss of BSW & Associates serve as the Debtor's Chief
Restructuring Officer.

An official committee of unsecured creditors has been appointed in
the case.  The Committee tapped Jones Day as its counsel.


WESTMORELAND COAL: Incurs $8.1 Million Net Loss in 2013
-------------------------------------------------------
Westmoreland Coal Company reported a net loss $8.12 million on
$674.68 million of revenues for the year ended Dec. 31, 2013, as
compared with a net loss of $13.66 million on $600.43 million of
revenues for the year ended Dec. 31, 2012.  The Company incurred a
$36.87 million net loss in 2011.

The Company's balance sheet at Dec. 31, 2013, showed $946.68
million in total assets, $339.83 million in total debt and a
$187.87 million total deficit.

As of Dec. 31, 2013, Westmoreland had total liquidity of $104.2
million, including cash on hand, and $23.1 million and $20 million
of credit availability under the WML and corporate revolving lines
of credit, respectively.  Both of the credit facilities had no
borrowings with one outstanding letter of credit in the amount of
$1.9 million on the WML line.

"Our record adjusted EBITDA and strong operating cash flows set
the stage for the Sherritt transaction which we announced in
December," said Keith E. Alessi, executive chairman.

"As previously reported, we successfully closed on the financing
for that transaction in January.  The funds are in escrow awaiting
regulatory approval in Canada, which we expect later in the first
quarter.  We look forward to welcoming Sherritt's coal operation
employees to the Westmoreland family and we are also looking
forward to working with our new customers, business partners and
communities in Canada.

A copy of the press release is available for free at:

                         http://is.gd/7k2ZS5

                       About Westmoreland Coal

Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE
AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest
independent coal company in the United States.  The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas.  Its power operations include ownership of the two-unit
ROVA coal-fired power plant in North Carolina.

The Company's balance sheet at Sept. 30, 2013, showed $939.83
million in total assets, $1.22 billion in total liabilities and a
$280.31 million total deficit.

                           *     *     *

As reported by the TCR on Nov. 6, 2012, Standard & Poor's
Ratings Services raised its corporate credit rating on Englewood,
Co.-based Westmoreland Coal Co. (WLB). to 'B-' from 'CCC+'.

"The upgrade reflects our view that WLB is less vulnerable to
default after successfully negotiating less restrictive covenant
requirements for an unrated $110 million term loan due 2018," said
credit analyst Gayle Bowerman.  "Our assessment of WLB's business
risk profile as 'vulnerable' and financial risk profile as 'highly
leveraged' are unchanged.  We also revised our liquidity score to
'adequate' based on the covenant relief and additional liquidity
provided under the company's new $20 million asset-based loan
(ABL) facility from 'less than adequate'."

Westmoreland Coal carries a Caa1 corporate family rating from
Moody's Investors Service.


WESTMORELAND COAL: Incurs $6 Million Net Loss in 2013
-----------------------------------------------------
Westmoreland Coal Company filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
a net loss applicable to common shareholders of $6.05 million on
$674.68 million of revenues for the year ended Dec. 31, 2013, as
compared with a net loss applicable to common shareholders of
$8.58 million on $600.43 million of revenues during the prior
year.  The Company incurred a net loss applicable to common
shareholders of $34.46 million in 2011.

As of Dec. 31, 2013, the Company had $946.68 million in total
assets, $1.13 billion in total liabilities and a $187.87 million
total deficit.

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

                         http://is.gd/eJvihQ

                      About Westmoreland Coal

Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE
AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest
independent coal company in the United States.  The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas.  Its power operations include ownership of the two-unit
ROVA coal-fired power plant in North Carolina.

                           *     *     *

As reported by the TCR on Nov. 6, 2012, Standard & Poor's
Ratings Services raised its corporate credit rating on Englewood,
Co.-based Westmoreland Coal Co. (WLB). to 'B-' from 'CCC+'.

"The upgrade reflects our view that WLB is less vulnerable to
default after successfully negotiating less restrictive covenant
requirements for an unrated $110 million term loan due 2018," said
credit analyst Gayle Bowerman.  "Our assessment of WLB's business
risk profile as 'vulnerable' and financial risk profile as 'highly
leveraged' are unchanged.  We also revised our liquidity score to
'adequate' based on the covenant relief and additional liquidity
provided under the company's new $20 million asset-based loan
(ABL) facility from 'less than adequate'."

Westmoreland Coal carries a Caa1 corporate family rating from
Moody's Investors Service.


WIZARD WORLD: Bristol Stake at 17.3% as of Dec. 31
--------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Bristol Investment Fund, Ltd., disclosed that
as of Dec. 31, 2013, it beneficially owned 8,821,577 shares of
common stock of Wizard World, Inc., representing 17.34 percent of
the shares outstanding.  Bristol Investment previously reported
beneficial ownership of 8,002,992 shares at Jan. 31, 2012.  A copy
of the regulatory filing is available at http://is.gd/d7ANId

                        About Wizard World

Based in New York, N.Y., Wizard World, Inc., is a producer of pop
culture and multimedia conventions ("Comic Cons") across North
America that markets movies, TV shows, video games, technology,
toys, social networking/gaming platforms, comic books and graphic
novels.  These Comic Cons provide sales, marketing, promotions,
public relations, advertising and sponsorship opportunities for
entertainment companies, toy companies, gaming companies,
publishing companies, marketers, corporate sponsors and retailers.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $3.05 million.  Wizard World reported a net loss of
$1.02 million in 2012 as compared with a net loss of $2.01 million
in 2011.

The Company's balance sheet at Sept. 30, 2013, showed $3.72
million in total assets, $1.22 million in total liabilities and
$2.50 million in total stockholders' equity.


WORLD IMPORTS: Deal Okayed Allowing Continued Access to Cash
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
approved a seventh final stipulation and order authorizing World
Imports, Ltd.'s use of cash collateral on a limited basis.

The stipulation was entered among the Debtors, PNC Bank, National
Association, and PNC Equipment Finance, LLC.

A further hearing on the Debtors' continued use of cash collateral
beyond April 25, 2014, will be held April 23 at 1:30 p.m.

The Official Committee of Unsecured Creditors objected to the
stipulation, stating that the Debtor failed to grant the Committee
access to books and records for its accountants.  Moreover, the
Debtors also failed to file their monthly operating reports for
January 2014.  Thus, the Committee has been kept in the dark with
respect to the Debtors' financial circumstances.

As reported in the Troubled Company Reporter on Nov. 28, 2013, as
adequate protection, the banks are granted replacement liens in
all of the Debtors' postpetition collateral.  Any diminution in
the value of the prepetition liens in favor of the Banks caused by
the Debtors' use of the Banks' cash collateral that is not
compensated by postpetition collateral or through adequate
protection payments will constitute a cost and expense of
administration in the Bankruptcy Cases in accordance with Section
503(b)(1) of the Bankruptcy Code and will have a superpriority
status pursuant to Section 507(b) of the Bankruptcy Code.

                     About World Imports

World Imports, Ltd., filed a Chapter 11 petition (Bankr. E.D. Pa.
Case No. 13-15929) on July 3, 2013, in Philadelphia.  Debtor-
affiliates World Imports South, LLC (Bankr. E.D. Pa. Case No.
13-15933), 11000 LLC (Bankr. E.D. Pa. Case No. 13-15934, and World
Imports Chicago, LLC (Bankr. E.D. Pa. Case No. 13-15935) filed
separate petitions for Chapter 11 relief.  The cases are jointly
administered under Case No. 13-15929.  John E. Kaskey, Esq., at
Braverman Kaskey, P.C., in Philadelphia, serves as counsel to the
Debtors.  World Imports, Ltd., estimated assets and debts of
$10 million to $50 million.  World Imports South, LLC, estimated
assets of $1 million to $10 million.

Roberta A. DeAngelis, United States Trustee for Region 3,
appointed a 3-member Committee of Unsecured Creditors.  Fox
Rothschild LLP as
counsel.


XTREME POWER: Has DIP Loan & Cash Collateral Access Thru April 4
----------------------------------------------------------------
Bankruptcy Judge H. Christopher Mott has granted final approval to
the requests of Xtreme Power Inc., and its affiliates, Xtreme
Power Systems, LLC, and Xtreme Power Grove, LLC, to:

     -- obtain authorizing post-petition financing, and
     -- use cash collateral, in which their pre-bankruptcy lenders
        assert an interest.

Horizon Technology Finance Corporation or an affiliated designee
is providing up to $2,892,806.45 in DIP financing through April 4,
2014.

Earlier in the case, the Debtors won interim approval to borrow up
to $1,383,900 under the DIP facility through the final hearing on
Feb. 21.

The Debtors also won final approval to grant adequate protection
to the Silicon Valley Bank, the Debtors' prepetition lender, whose
liens, claims, and security interests are being primed by the DIP
Credit Facility.

The Official Committee of Unsecured Creditors had objected to the
final approval of the DIP Loan.

Subject to the right of the Official Committee of Unsecured
Creditors to examine and object to the amount, validity and
priority of the pre-petition claims and liens asserted by Horizon
Technology and Silicon Valley Bank, prior to the Petition Date,
the Debtors and Horizon Technology were parties to a Secured
Promissory Note dated Sept. 28, 2012.  As of the  bankruptcy
filing date, the outstanding amount under the Pre-Petition Note
was approximately $6.8 million.  Pursuant to a Venture Loan and
Security Agreement, as amended, the Pre-Petition Lender Debt is
secured by substantially all of the Debtors' assets.

The Debtors and Silicon Valley Bank were parties to a Loan and
Security Agreement dated April 18, 2011.  As of the bankruptcy
filing, the outstanding amount under the SVB Loan was
approximately $500,000.  The SVB Debt is secured by substantially
all of the Debtors' assets.  SVB also holds approximately $7
million in Collateral in favor of a nondebtor counterparty as
security for the letter of credit by and between SVB, the Debtor,
and Duke Energy.  The SVB Security is senior to any other
prepetition security interests.

The DIP Loan will mature and be immediately due and payable in
full, and Horizon Technology will have no further obligation to
make advances under the DIP Credit Facility nor shall SVB have any
further obligation to make advances under its loan to the Borrower
and the Borrowers will have no further use of Cash Collateral or
the DIP Credit Facility or any funds previously advanced
thereunder or under the SVB Loan, upon the earliest to occur of
these events, at Horizon Technology's or SVB's sole election with
respect to their respective loans:

     (a) the occurrence of a Default or an Event of Default (as
         defined in the DIP Term Sheet, DIP Documents, or the DIP
         Financing Agreement), in which case, to the extent
         permitted by applicable law:

            i. the Lender and SVB has no further obligation to
               make advances under the DIP Credit Facility and,
               except for the Carve Out, the Borrowers will have
               no use of Horizon's cash collateral or the DIP
               Credit Facility or any funds previously advanced
               thereunder;

           ii. after five business days' notice, served by
               overnight delivery service or email upon the
               Borrowers, the Borrowers' counsel, counsel for the
               Committee, and the United States Trustee, all of
               the indebtedness (including without limitation,
               the Pre-Petition Lender Debt and the amount of the
               DIP Availability advanced to the Debtors) to the
               Lender and SVB shall become immediately due and
               payable;

          iii. after the Required Notice, the Automatic Stay of
               Section 362 of the Code shall be automatically and
               completely vacated as to the Lender and SVB without
               further Bankruptcy Court order; and

           iv. after the Required Notice, the Lender and SVB,
               without further notice, hearing, or approval of the
               Bankruptcy Court, will be authorized, at its
               option, to take any and all actions, and remedies
               that the Lender or SVB may deem appropriate to
               proceed against, take possession of, protect, and
               realize upon the collateral and any other property
               of the estates of the Borrowers upon which the
               Lender or SVB has been or may be granted liens and
               security interests to obtain repayment of the
               indebtedness to the Lender and SVB.

            v. the Lender and SVB shall have the relief set forth
               unless the Borrowers, the Committee, or other party
               in interest, contest the occurrence of an Event of
               Default and the Bankruptcy Court determines the
               same prior to the expiration of the five business
               days after the Required Notice.  The Lender and SVB
               consent to an expedited hearing or less than 5 days
               for the purpose of determining any such contested
               Default, Event of Default or the adequacy of any
               Required Notice.

     (b) the indefeasible payment in full of the Obligations owing
         to the Lender;

     (e) March 20, 2014, if no Auction of the Debtors' assets will
         have occurred on or prior to that date;

     (f) March 31, 2014, if no Prevailing Bidder Sale Hearing
         will have occurred on or prior to that date;

     (g) the sale of Borrowers, collectively or individually, to
         any purchaser; or

     (h) April 4, 2014.

Upon the expiration of the Term, all outstanding principal and
interest incurred or advanced post-petition and pre-petition shall
be due and payable.

In its objection, the Committee said it has attempted to negotiate
with the Debtors and with Horizon regarding the terms of an
appropriate final order authorizing the DIP financing. However,
certain issues remain outstanding. The Committee said it objects
to the entry of a final order until the final issues are resolved:

     (a) Proposed budget provides for $20,000 for a carve out for
Committee professional fees, which is inadequate given the size
and complexity of these cases, and given the speed at which the
sale process is occurring. The Committee believes that a carve out
of not less than $200,000 for the Committee counsel is appropriate
for funding of the Committee counsel's legal fees through the
projected closing date for any sale. Given the amount budgeted for
Debtors' counsel, such carve-out is reasonable and necessary. The
funding of the counsel for the Committee will ensure that  the
interest of the unsecured creditors of XTreme Power Systems, LLC
are adequately protected and represented in this case. Moreover,
given that the primary beneficiary of this process at this point
is the secured creditor, it is appropriate to ensure that the
process is adequately funded for the benefit of the unsecured
creditor constituency.

     (b) The proposed financing contemplates that Horizon will be
protected from any potential actions seeking a surcharge of its
collateral under 11 U.S.C. Sec. 506(c). Given that there is no
agreement on protecting the interest of unsecured creditors, it is
inappropriate to permit a waiver of the ability to seek a
surcharge of collateral under 11 U.S.C. Sec. 506(c) at this stage.

     (c) The proposed financing contemplates that Horizon will
receive a super-priority claim for its funding, which would gut
the ability of the Estate to provide any recovery for
administrative claims in this proceeding, including claims of
counsel of Estate professionals and Estate counsel. It is
inappropriate to allow an unsecured creditor to prime all of these
claims while at the same time refusing to require that the secured
creditor carve out appropriate allowances for such claims.

     (d) The Order and the loan documents contemplate that Horizon
will receive a post-petition lien on causes of action held by the
Debtors (excluding Chapter 5 claims). This includes liens on
commercial tort claims. The initial review of the UCC filings and
Security Agreements indicates that Horizon was not secured by
liens on commercial tort claims on a pre-petition basis, as those
claims have not been specifically identified in any security
filings. Providing liens of those claims on a post-petition basis,
particularly where there is no demonstrable benefit to the
unsecured creditors at this stage, both provides protection that
are not appropriate under the Uniform Commercial Code and which
will essentially allow Horizon to boot strap its pre-petition
claims through post-petition liens.

     (e) As currently worded, the Final DIP Financing Order
provides for a five-day notice period, with an opportunity for the
Debtors or the Committee to contest any declaration of default by
Horizon. However, the draft Financing and Security Agreement
allows Horizon to declare an immediate default and does not
contain the same protections.

     (f) As currently drafted, the DIP Financing Order provides a
number of protections that help Horizon, both as a pre-petition
lender and DIP lender, but limit the rights and remedies of the
Bankruptcy Estate. Since it is unclear at this point who benefits
from DIP financing to facilitate a sale, the Committee objects to
the DIP Financing Order as it is currently drafted and without
providing additional protections to the Estate -- even to the
extent that such objection results in this Court ultimately deny
the DIP on a final basis.

The Final DIP Order issued by the Court provides that each of the
liens and claims, including superpriority administrative expense
claims granted to the DIP Lender will be subject to a carve-out
for: (a) allowed administrative expenses pursuant to 28 U.S.C.
Sec. 1930(a)(6), and (b) allowed fees and expenses incurred by
Court-approved estate professionals retained pursuant to sections
327, 328 and 1103 of the Bankruptcy Code.  Following an Event of
Default, the DIP Lender will advance up to $100,000 for
professional fees incurred by Court-approved estate professionals
after that Event of Default, but only to the extent that amounts
previously advanced by the DIP Lender for the purpose of paying
budgeted legal or professional fees together with retainers
previously paid are insufficient to satisfy the allowed amount of
such post default fees.

A copy of the Final DIP Order dated Feb. 21 is available at no
extra charge at:

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

A copy of the Final Cash Collateral Order dated Feb. 21 is
available at no extra charge at:

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

A copy of the Revised Cash Collateral Budget through April 4 is
available at no extra charge at:

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

As reported by the Troubled Company Reporter, the Debtors have won
Court approval of bidding procedures in connection with the sale
of substantially all of their assets by public auction.  Horizon
Technology Finance, the DIP Lender, will serve as an initial
stalking horse bidder that will purchase substantially all assets
for the price of its pre- and postpetition debt, plus the debt of
Silicon Valley Bank, the Debtors' senior-most secured lender.  As
of the Petition Date, the outstanding amount under the Prepetition
Note with Horizon was approximately $6.8 million.  As of the
Petition Date, the outstanding amount under the Loan Agreement
with Silicon Valley was approximately $500,000.

In the event that the Debtors receive one or more qualified bids
by March 18, 2014, the Debtors will conduct an auction on March
20, 2014.  The auction will commence at 9:00 a.m. prevailing
Central time on March 20, 2014, at Baker Botts L.L.P., 98 San
Jacinto Boulevard Suite 1500 Austin, Texas.  The Court will
conduct a sale hearing at 10:00 a.m. prevailing Central time on
March 31, 2014.  Sale objections are due March 24.

Attorneys for the Debtors are:

     JORDAN, HYDEN, WOMBLE, CULBRETH & HOLZER, P.C.
     Shelby A. Jordan, Esq.
     100 Congress Ave. Suite 2109
     Austin, TX 78701
     Telephone: (512) 469-3537
     Facsimile: (361) 888-5555
     E-mail: sjordan@jhwclaw.com

          - and -

     Nathaniel Peter Holzer, Esq.
     500 North Shoreline Blvd., Suite 900
     Corpus Christi, TX 78401-0341
     Telephone: (361) 884-5678
     Facsimile: (361) 888-5555
     E-mail: pholzer@jhwclaw.com

          - and -

     Antonio Ortiz, Esq.
     1534 E. 6th Street, Suite 104
     Brownsville, TX 78520
     Telephone: (956) 542-1161
     Telecopier: (956) 542-0051
     E-mail: aortiz@hwclaw.com

The Committee is represented by:

     HOHMANN, TAUBE & SUMMERS, LLP
     Eric J. Taube, Esq.
     Mark C. Taylor, Esq.
     Morris D. Weiss, Esq.
     100 Congress Ave., Suite 1800
     Austin, TX 78701
     Tel: (512) 472-5997
     Fax: (512) 472-5248
     E-mail: erict@hts-law.com
             markt@hts-law.com
             morrisw@hts-law.com

                        About Xtreme Power

Xtreme Power focuses on the design, engineering, installation, and
monitoring of integrated energy storage systems for power
generators, grid operators and commercial and industrial end
users, among others.  Xtreme Power claims to be one of the world's
leading grid-scale power control technology provider capable of
integrating the full spectrum of energy generation sources and
battery technologies.

Xtreme Power Inc. and two affiliates filed Chapter 11 bankruptcy
petitions (Bankr. W.D. Tex. Lead Case No. 14-10096) in Austin,
Texas, on Jan. 22, 2014.  Judge Christopher H. Mott presides over
the case.  The Debtors have tapped Jordan Hyden Womble & Culbreth
& Holzer, P.C., as bankruptcy attorneys, Baker Botts L.L.P. as
special counsel, and Gordian Group, LLC, as investment banker and
financial advisor.

An Official Committee of Unsecured Creditors appointed in the case
has retained Hohmann, Taube & Summers, L.L.P. as counsel.

Debtor Power Inc. scheduled $7,004,915 in total assets and
$65,743,283 in total liabilities.  Debtor Power Grove scheduled
$5,179,692 in total assets and $31,882,277 in total liabilities.
Power Systems scheduled $4,303,921 in total assets and $87,666,873
in total liabilities.


XTREME POWER: Gordian Drops 1% Fee Cut Offer; Hiring Okayed
-----------------------------------------------------------
Bankruptcy Judge H. Christopher Mott has granted final approval to
the request of Xtreme Power Inc., and its affiliates, Xtreme Power
Systems, LLC, and Xtreme Power Grove, LLC, to employ Gordian
Group, LLC to provide investment banking and financial advisory
services to the Debtors, nunc pro tunc to the petition date.

On Feb. 7, 2014, the Court conducted an interim hearing on the
Application and said the employment of Gordian Group will be
granted on an interim basis pending a final hearing.  For the
Application to be approved on a final basis, the Gordian Group
should exclude the possibility of 1% of the transaction fee being
provided to the Debtors' chief executive officer and chief
financial officer, the Court held.

At the interim hearing, Gordian Group withdrew its offer to
provide 1% of the transaction fee to the Debtors' CEO and CFO, and
that offer was excluded from the engagement.

Peter S. Kaufman is the President and Head of Restructuring and
Distressed M&A at Gordian Group.

As reported by the Troubled Company Reporter on Jan. 27, 2014, the
Debtors said they need Gordian Group to:

   a) assist in raising and negotiating new or replacement debt or
equity capital (or other investment or financing);

   b) assist in negotiations with current and potential acquirers
or investors, lenders, creditors, shareholders and other
interested parties regarding the Company's operations and
prospects and any potential Financial Transaction;

   c) render advice and services regarding any potential
restructuring, refinancing, retirement, repayment, repurchase,
amendment, exchange, extension, compromise or other modification
of the Company's outstanding debt or equity securities;

   d) render advice regarding licensing agreements, any potential
merger or sale of the Company or its securities, assets or
businesses, or acquisitions contemplated by the Company (whether
in one or a series of transactions, by merger, consolidation,
joint venture, license agreement or other business combination,
asset or equity sale, or otherwise);

   e) assist with preparing presentations to creditors, equity and
other security holders and/or the Board of Directors regarding any
potential Financial Transaction and/or other financial issues
related thereto; and

   f) render other financial advisory and investment banking
services as may be customary for a Financial Transaction of the
type contemplated herein and mutually agreed upon by the parties
hereto.

Gordian will be compensated with fees payable concurrently with
and as a condition to the consummation of any Financial
Transaction equal to 5.0% of the Aggregate Consideration in
connection with any financial transaction.  Gordian Group has
additionally agreed to voluntarily reduce its Transaction Fee from
5% to 4% of Aggregate Consideration in connection with any
Financial Transaction contingent upon such reduction of 1% of
Aggregate Consideration being provided to Alan Gotcher and Ken
Hashman, the Debtors' Chief Executive Officer and Chief Financial
Officer, respectively, as additional incentive compensation.

In addition to the fees, Gordian will be reimbursed, upon invoice,
for all of its reasonable, documented out-of-pocket expenses
(including legal, travel, telephone and facsimile) incurred in
connection with Gordian's engagement hereunder; provided, however,
that Gordian will require the prior written consent of the Company
(which shall not be unreasonably withheld) before incurring
aggregate expenses in excess of $25,000.

The firm can be reached at:

         Peter S. Kaufman
         President and Head of Restructuring
           and Distressed M&A
         GORDIAN GROUP, LLC
         950 Third Avenue
         New York, NY 10022

As reported by the TCR on Feb. 12, 2014, The City of Austin Police
Retirement System objected to the proposed hiring of Gordian
Group, saying there is no need for Gordian Group to provide
"investment banking and financial advisory services" if all of
Xtreme Power's assets are to be sold.

Austin Police's attorney can be reached at:

       Walter H. Tarcza, Esq.
       TARCZA & ASSOCIATES, LLC
       228 St. Charles Ave., Suite 1310
       New Orleans, LA 70130
       Tel: (504) 525-6696
       Fax: (504) 525-6701

                        About Xtreme Power

Xtreme Power focuses on the design, engineering, installation, and
monitoring of integrated energy storage systems for power
generators, grid operators and commercial and industrial end
users, among others.  Xtreme Power claims to be one of the world's
leading grid-scale power control technology provider capable of
integrating the full spectrum of energy generation sources and
battery technologies.

Xtreme Power Inc. and two affiliates filed Chapter 11 bankruptcy
petitions (Bankr. W.D. Tex. Lead Case No. 14-10096) in Austin,
Texas, on Jan. 22, 2014.  Judge Christopher H. Mott presides over
the case.  The Debtors have tapped Jordan Hyden Womble & Culbreth
& Holzer, P.C., as bankruptcy attorneys, Baker Botts L.L.P. as
special counsel, and Gordian Group, LLC, as investment banker and
financial advisor.

An Official Committee of Unsecured Creditors appointed in the case
has retained Hohmann, Taube & Summers, L.L.P. as counsel.

Debtor Power Inc. scheduled $7,004,915 in total assets and
$65,743,283 in total liabilities.  Debtor Power Grove scheduled
$5,179,692 in total assets and $31,882,277 in total liabilities.
Power Systems scheduled $4,303,921 in total assets and $87,666,873
in total liabilities.

The Debtors have won Court approval of bidding procedures in
connection with the sale of substantially all of their assets by
public auction.  Horizon Technology Finance, the DIP Lender, will
serve as an initial stalking horse bidder that will purchase
substantially all assets for the price of its pre- and
postpetition debt, plus the debt of Silicon Valley Bank, the
Debtors' senior-most secured lender.  As of the Petition Date, the
outstanding amount under the Prepetition Note with Horizon was
approximately $6.8 million.  As of the Petition Date, the
outstanding amount under the Loan Agreement with Silicon Valley
was approximately $500,000.

In the event that the Debtors receive one or more qualified bids
by March 18, 2014, the Debtors will conduct an auction on March
20, 2014.  The auction will commence at 9:00 a.m. prevailing
Central time on March 20, 2014, at Baker Botts L.L.P., 98 San
Jacinto Boulevard Suite 1500 Austin, Texas.  The Court will
conduct a sale hearing at 10:00 a.m. prevailing Central time on
March 31, 2014.  Sale objections are due March 24.


YRC WORLDWIDE: Incurs $83.6 Million Net Loss in 2013
----------------------------------------------------
YRC Worldwide Inc. reported net income of $400,000 on $1.20
billion of operating revenue for the three months ended Dec. 31,
2013, as compared with a net loss of $35.3 million on $1.16
billion of operating revenue for the same period last year.

For the year ended Dec. 31, 2013, the Company incurred a net loss
of $83.6 million on $4.86 billion of operating revenue as compared
with a net loss of $136.5 million on $4.85 billion of operating
revenue in 2012.

As of Dec. 31, 2013, the Company had $2.06 billion in total
assets, $2.66 billion in total liabilities and a $597.4 million
total shareholders' deficit.

"Our 2013 operating performance was slightly improved compared to
2012, and though better, we were hampered by execution challenges
of the YRC Freight network optimization in the second and third
quarters of 2013, driver shortages during the summer months and
tough winter weather late in the fourth quarter," said YRC
Worldwide CEO James Welch.  "While YRC Freight stumbled during
2013, our Regional carriers delivered a solid performance with a
5.4% increase in revenue from increases in both tonnage and
revenue per hundredweight," stated Welch.  "The Regional carriers
reported $79.9 million of operating income, an increase of $9.9
million over the same period in 2012, and increased adjusted
EBITDA by $10.3 million, from $140.2 million in 2012 to $150.5
million in 2013.  With an operating ratio of 95.4 for 2013, the
Regional carriers produced results that were more than competitive
within the industry."

A copy of the press release is available for free at:

                        http://is.gd/ArpFyR

                        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.

                            *    *    *

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.


YSC INC: Bank Willing to Shelve Foreclosure, Wait for Hotel Sale
----------------------------------------------------------------
The bankruptcy court hearing on the bid of Whidbey Island Bank for
relief from the automatic stay to foreclose on the Ramada Inn has
been continued to March 21 at 9:30 a.m. upon the agreement of the
bank, YSC Inc., the hotel's owner, and YSC's principals.

Whidbey Island Bank, which is seeking to foreclose the Ramada Inn,
has told the Bankruptcy Court that its request for stay relief may
be set aside pending the closing of the sale of YSC's other
property.

Whidbey Island Bank also noted that YSC's principals Sang Kil Yim
and Chan Sook Yim have filed for personal Chapter 11 bankruptcy
and, as a result, even if the Court granted the bank's request for
stay relief, the bank would continue to be subject to the
automatic stay in the Yim bankruptcy.

YSC owns the Comfort Inn in Federal Way, Washington, and the
Ramada Inn in Olympia, Washington.  As reported by the Troubled
Company Reporter, YSC filed a plan of reorganization on Jan. 31,
2014, premised on the sale of the Comfort Inn and the Ramada Inn.
YSC said it will continue to operate the hotels until they are
sold.

Whidbey Island Bank holds a third deed of trust on the Comfort Inn
and a first deed of trust on the Ramada Inn.  The bank seeks to
foreclose its deed of trust on the real property related to Ramada
Hotel.

YSC owns the hotels but not the real estate, which is owned
personally by the Yims.

Whidbey Island Bank said the Debtors are relying upon the closing
of the proposed sale of the Comfort Inn to provide a pay down of
$2.7 million of the bank debt.  The bank said it is skeptical that
the proposed sale will close, and if it does not, then the bank
said it should be allowed to foreclose.

Whidbey Island Bank, in court papers filed last month, asked the
Court to postpone the hearing on its request to March 14.  The
hearing was first slated for March 7.

If the sale of the Federal Way Comfort Inn is approved, the bank
said the hearing on its request may be continued until April 18,
which is two days after the scheduled closing of the sale.

Judge Marc Barreca approved this schedule pursuant to an Agreed
Order dated Feb. 26.

As reported by the Troubled Company Reporter, per its proof of
claim, the amount owed to Whidbey as of Dec. 16, 2013, was
$13,261,564.  Per Whidbey's appraisal, the Ramada Inn is
valued at $12,800,000 for the real estate and personal property.
The current contract interest is 6.25%, and the current contract
payment is $96,309.

According to the Debtor's Plan, the Comfort Inn is subject to a
purchase and sale agreement for $7,500,000.  The Debtor said it
may receive additional offer(s) from other potential buyer(s).
The Debtor has filed a separate motion to approve sale of its
personal property wherein the court may approve the highest and
best purchase and sale agreement.  In the interim, the Debtor will
continue to operate the Comfort Inn and make payments from the
revenue therefrom until the sale closes.

The Debtor will also continue to operate the Ramada Inn throughout
the period of the plan, and will fund the plan from the revenue
therefrom until the Ramada Inn is sold or refinanced.

On Feb. 11, YSC filed an amended disclosure statement explaining
the Plan.  According to the First Amended Disclosure Statement,
the Debtor has received a purchase and sale agreement for the
Comfort Inn and has based its plan around sale of that property
and continued operations of the Ramada Inn.  The Yims have also
filed a personal bankruptcy and will file a congruent plan of
reorganization in that case.  Through these plans YSC and the Yims
believe they can propose a feasible structure to repay creditors.

Under the Plan, Whidbey Island Bank's claims are classified in
Class 4.  YSC proposes to pay the Bank its monthly contractual
payment of $96,309 until the sale of the Comfort Inn closes.  The
Disclosure Statement says the bank is owed $13,261,564.  From the
sale, Class Four will receive the proceeds remaining after payment
of normal closing costs (including escrow fees and real estate
commission), any real estate and personal property tax owing on
the Comfort Inn real estate and personal property, any franchise
fees owing to Choice Hotels International, the US Trustee fee of
$975, and Class Two and Three's liens.  The Debtor estimates that
Class Four will receive $2,754,857.

Upon payment to Class Four from the sale proceeds, YSC will pay
the remaining balance owing to Class Four of $10,506,707.20 on a
30-year amortization at 6.25% interest, which results in monthly
payments of $64,691.60, over 5 years from the operating revenue of
the Ramada Inn.  Payments will commence on the 10th of the month
following the date of the Comfort Inn sale closing and will
continue on the 10th of each month thereafter, with a balloon
payment of the remaining amount due and owing after 60 monthly
payments.  Class Four will be paid in full at or before the 60th
month through either refinance or sale of the Ramada Inn.

In addition to the monthly payments, YSC will review its receipts
on a yearly basis and will pay over to Whidbey Island Bank funds
received and deposited into its bank account in excess of
$200,000.  The payment of funds in the account which exceed
$200,000 will occur by May 1 of each year.  The payment will be
applied to reduce Whidbey Island Bank's principal loan balance.

A copy of YSC's First Amended Disclosure Statement is available at
no extra charge at:

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

                          About YSC Inc.

YSC Inc., owner of a Comfort Inn in Federal Way, Washington, and a
Ramada Inn in Olympia, Washington, filed a petition for Chapter 11
protection (Bankr. W.D. Wash. Case No. 13-17946) on Aug. 30, 2013,
in Seattle.

The owner listed the hotels as worth $17.9 million.  Total debt is
$18.5 million, including $18 million in secured debt.  Among
mortgage holders, Whidbey Island Bank is owed $13.3 million.

Bankruptcy Judge Marc L. Barreca presides over the case.  Wells
and Jarvis, P.S., serves as YSC's counsel.

Scott Hutchison, Esq., represents Whidbey Island Bank.

YSC's principals Sang Kil Yim and Chan Sook Yim filed for personal
Chapter 11 bankruptcy (Case No. 14-10897).


ZALE CORP: Earns $50.7 Million in Jan. 31 Quarter
-------------------------------------------------
Zale Corporation reported net earnings of $50.78 million on
$656.44 million of revenues for the three months ended Jan. 31,
2014, as compared with net earnings of $41.20 million on $670.75
million of revenues for the same period in 2013.

For the six months ended Jan. 31, 2014, the Company reported net
earnings of $23.48 million on $1.01 billion of revenues as
compared with net earnings of $12.94 million on $1.02 billion of
revenues for the same period during the prior year.

As of Jan. 31, 2014, the Company had $1.28 billion in total
assets, $1.08 billion in total liabilities and $192.07 million in
stockholders' investment.

A copy of the press release is available for free at:

                       http://is.gd/lsMUWC

                      About Zale Corporation

Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) --
http://www.zalecorp.com/-- is a specialty retailer of diamonds
and other jewelry products in North America, operating
approximately 1,695 retail locations throughout the United States,
Canada and Puerto Rico, as well as online.  Zale Corporation's
brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers,
Peoples Jewellers, Mappins Jewellers and Piercing Pagoda.  Zale
also operates online at http://www.zales.com/,
http://www.zalesoutlet.com/,
http://www.gordonsjewelers.com/and http://www.pagoda.com/

Zale Corp disclosed net earnings of $10.01 million for the year
ended July 31, 2013, as compared with a net loss of $27.31 million
for the year ended July 31, 2012.  The Company incurred a net loss
of $112.30 million for the year ended July 31, 2011 and a net loss
of $93.67 million for the year ended July 31, 2010.

                            *    *    *

This concludes the Troubled Company Reporter's coverage of Zale
Corp until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at
a level sufficient to warrant renewed coverage.


ZALE CORP: Gabelli Funds Holds 5.1% Equity Stake
------------------------------------------------
In a Schedule 13D filed with the U.S. Securities and Exchange
Commission, Gabelli Funds, LLC, and its affiliates disclosed that
as of Feb. 19, 2014, they beneficially owned 1,678,700 shares of
common stock of Zale Corporation representing 5.11 percent of the
shares outstanding.  A copy of the regulatory filing is available
for free at http://is.gd/urAgvu

                      About Zale Corporation

Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) --
http://www.zalecorp.com/-- is a specialty retailer of diamonds
and other jewelry products in North America, operating
approximately 1,695 retail locations throughout the United States,
Canada and Puerto Rico, as well as online.  Zale Corporation's
brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers,
Peoples Jewellers, Mappins Jewellers and Piercing Pagoda.  Zale
also operates online at http://www.zales.com/,
http://www.zalesoutlet.com/,
http://www.gordonsjewelers.com/and http://www.pagoda.com/

Zale Corp disclosed net earnings of $10.01 million for the year
ended July 31, 2013, as compared with a net loss of $27.31 million
for the year ended July 31, 2012.  The Company incurred a net loss
of $112.30 million for the year ended July 31, 2011 and a net loss
of $93.67 million for the year ended July 31, 2010.

As of Jan. 31, 2014, the Company had $1.28 billion in total
assets, $1.08 billion in total liabilities and $192.07 million in
stockholders' investment.


* Tenth Circuit Pronounces on Who's a 'Family Farmer'
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals in Denver was the first
federal circuit court to lay down a rule on one of the tests for
deciding if an individual qualifies as a "family farmer" and is
thus eligible for a debt-arrangement in Chapter 12.

According to the report, the couple owned a farm and borrowed
$400,000, using $280,000 to build a home on the land and the
remainder to pay off a loan on the farm. The bankruptcy court in
the first instance and the Bankruptcy Appellate Panel on the first
appeal ruled that they were eligible and approved the Chapter 12
plan.

Circuit Judge Jerome A. Holmes reversed, saying the lower courts
used the incorrect test in deciding whether the couple's debt was
primarily from farming, the report related.  To be eligible for
Chapter 12, more than half of an individual's debt must be
"directly and substantially" connected to farming under Section
101(18) of the Bankruptcy Code.

The bankrupts argued that the home qualified as part of the farm
because that's where they kept an office and maintained records,
the report further related. Judge Holmes rejected the argument and
reversed the lower courts in his Feb. 18 opinion.

Judge Holmes based much of his opinion on an exception in the
statute where debt on a residence isn't considered in the 50
percent threshold, the report said.  Therefore, he said, there
must be only narrow exceptions.

The case is First National Bank of Durango v. Woods (In re Woods),
12-1111, U.S. Court of Appeals for the Tenth Circuit (Denver).


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                            Total
                                           Share-     Total
                                 Total   Holders'   Working
                                Assets     Equity   Capital
  Company         Ticker          ($MM)      ($MM)     ($MM)
  -------         ------        ------   --------   -------
ABSOLUTE SOFTWRE  OU1 GR         142.1      (11.2)     (6.3)
ABSOLUTE SOFTWRE  ABT CN         142.1      (11.2)     (6.3)
ABSOLUTE SOFTWRE  ALSWF US       142.1      (11.2)     (6.3)
ADVANCED EMISSIO  ADES US        106.4      (46.1)    (15.3)
ADVANCED EMISSIO  OXQ1 GR        106.4      (46.1)    (15.3)
ADVENT SOFTWARE   ADVS US        456.3     (111.8)   (106.0)
ADVENT SOFTWARE   AXQ GR         456.3     (111.8)   (106.0)
AERIE PHARMACEUT  0P0 GR           7.2      (22.4)    (11.0)
AERIE PHARMACEUT  AERI US          7.2      (22.4)    (11.0)
AGENUS INC        AJ81 GR         37.7       (2.9)     21.2
AGENUS INC        AGEN US         37.7       (2.9)     21.2
AIR CANADA-CL A   AC/A CN      9,470.0   (1,397.0)     98.0
AIR CANADA-CL A   AIDIF US     9,470.0   (1,397.0)     98.0
AIR CANADA-CL A   ADH TH       9,470.0   (1,397.0)     98.0
AIR CANADA-CL A   ADH GR       9,470.0   (1,397.0)     98.0
AIR CANADA-CL B   AC/B CN      9,470.0   (1,397.0)     98.0
AIR CANADA-CL B   AIDEF US     9,470.0   (1,397.0)     98.0
AIR CANADA-CL B   ADH1 TH      9,470.0   (1,397.0)     98.0
AIR CANADA-CL B   ADH1 GR      9,470.0   (1,397.0)     98.0
ALLIANCE HEALTHC  AIQ US         515.6     (131.4)     61.3
AMC NETWORKS-A    9AC GR       2,636.7     (571.3)    889.9
AMC NETWORKS-A    AMCX US      2,636.7     (571.3)    889.9
AMER RESTAUR-LP   ICTPU US        33.5       (4.0)     (6.2)
AMERICAN AIRLINE  AAL US      42,278.0   (2,731.0)    517.0
AMERICAN AIRLINE  A1G TH      42,278.0   (2,731.0)    517.0
AMERICAN AIRLINE  A1G GR      42,278.0   (2,731.0)    517.0
AMERICAN AIRLINE  AAL* MM     42,278.0   (2,731.0)    517.0
AMR CORP          ACP GR      42,278.0   (2,731.0)    517.0
AMYLIN PHARMACEU  AMLN US      1,998.7      (42.4)    263.0
AMYRIS INC        AMRS US        198.9     (135.8)     (0.4)
AMYRIS INC        3A0 TH         198.9     (135.8)     (0.4)
AMYRIS INC        3A0 GR         198.9     (135.8)     (0.4)
ANACOR PHARMACEU  44A TH          44.9       (7.3)     17.0
ANACOR PHARMACEU  ANAC US         44.9       (7.3)     17.0
ANACOR PHARMACEU  44A GR          44.9       (7.3)     17.0
ANGIE'S LIST INC  8AL TH         105.6      (18.5)    (21.7)
ANGIE'S LIST INC  ANGI US        105.6      (18.5)    (21.7)
ANGIE'S LIST INC  8AL GR         105.6      (18.5)    (21.7)
ARRAY BIOPHARMA   ARRY US        146.3       (5.4)     90.2
ARRAY BIOPHARMA   AR2 TH         146.3       (5.4)     90.2
ARRAY BIOPHARMA   AR2 GR         146.3       (5.4)     90.2
ATLATSA RESOURCE  ATL SJ         768.5      (14.1)     30.2
AUTOZONE INC      AZO US       7,023.4   (1,721.2)   (962.6)
AUTOZONE INC      AZ5 TH       7,023.4   (1,721.2)   (962.6)
AUTOZONE INC      AZ5 GR       7,023.4   (1,721.2)   (962.6)
BARRACUDA NETWOR  7BM GR         236.2      (90.1)    (66.5)
BARRACUDA NETWOR  CUDA US        236.2      (90.1)    (66.5)
BERRY PLASTICS G  BERY US      5,264.0     (183.0)    681.0
BERRY PLASTICS G  BP0 GR       5,264.0     (183.0)    681.0
BRP INC/CA-SUB V  BRPIF US     1,875.1      (63.7)    116.5
BRP INC/CA-SUB V  B15A GR      1,875.1      (63.7)    116.5
BRP INC/CA-SUB V  DOO CN       1,875.1      (63.7)    116.5
BURLINGTON STORE  BUI GR       2,980.9     (215.8)    145.9
BURLINGTON STORE  BURL US      2,980.9     (215.8)    145.9
CABLEVISION SY-A  CVC US       6,591.1   (5,274.3)    283.4
CABLEVISION SY-A  CVY GR       6,591.1   (5,274.3)    283.4
CAESARS ENTERTAI  C08 GR      26,096.4   (1,496.8)    626.7
CAESARS ENTERTAI  CZR US      26,096.4   (1,496.8)    626.7
CANNAVEST CORP    0VE GR          10.7       (0.2)     (1.3)
CANNAVEST CORP    CANV US         10.7       (0.2)     (1.3)
CAPMARK FINANCIA  CPMK US     20,085.1     (933.1)      -
CC MEDIA-A        CCMO US     15,097.3   (8,696.6)    753.7
CELLADON CORP     CLDN US         24.6      (44.3)     20.1
CELLADON CORP     72C GR          24.6      (44.3)     20.1
CENTENNIAL COMM   CYCL US      1,480.9     (925.9)    (52.1)
CENVEO INC        CVO US       1,238.5     (473.0)    143.1
CHOICE HOTELS     CHH US         539.9     (464.2)     84.3
CHOICE HOTELS     CZH GR         539.9     (464.2)     84.3
CIENA CORP        CIEN US      1,802.8      (82.7)    780.7
CIENA CORP        CIE1 TH      1,802.8      (82.7)    780.7
CIENA CORP        CIEN TE      1,802.8      (82.7)    780.7
CIENA CORP        CIE1 GR      1,802.8      (82.7)    780.7
CINCINNATI BELL   CBB US       2,107.3     (676.7)     (3.2)
CYTORI THERAPEUT  CYTX US         35.2       (3.2)      5.4
DIRECTV           DTV US      21,905.0   (6,169.0)   (577.0)
DIRECTV           DTV CI      21,905.0   (6,169.0)   (577.0)
DIRECTV           DIG1 GR     21,905.0   (6,169.0)   (577.0)
DOMINO'S PIZZA    DPZ US         468.5   (1,322.2)     76.9
DOMINO'S PIZZA    EZV TH         468.5   (1,322.2)     76.9
DOMINO'S PIZZA    EZV GR         468.5   (1,322.2)     76.9
DUN & BRADSTREET  DNB US       1,849.9   (1,206.3)   (128.9)
DUN & BRADSTREET  DB5 TH       1,849.9   (1,206.3)   (128.9)
DUN & BRADSTREET  DB5 GR       1,849.9   (1,206.3)   (128.9)
EASTMAN KODAK CO  KODN GR      3,815.0   (3,153.0)   (785.0)
EASTMAN KODAK CO  KODK US      3,815.0   (3,153.0)   (785.0)
EDGEN GROUP INC   EDG US         883.8       (0.8)    409.2
EGALET CORP       EGLT US         14.4       (1.5)     (3.1)
ELEVEN BIOTHERAP  EBIO US          5.1       (6.1)     (2.9)
EMPIRE STATE -ES  ESBA US      1,122.2      (31.6)   (925.9)
EMPIRE STATE-S60  OGCP US      1,122.2      (31.6)   (925.9)
ENDURANCE INTERN  EI0 GR       1,519.2      (20.5)   (180.2)
ENDURANCE INTERN  EIGI US      1,519.2      (20.5)   (180.2)
ENTRAVISION CO-A  EV9 GR         448.7       (5.5)     70.2
ENTRAVISION CO-A  EVC US         448.7       (5.5)     70.2
FAIRPOINT COMMUN  FRP US       1,592.6     (406.7)     30.0
FATE THERAPEUTIC  FATE US         23.0       (9.9)      9.9
FERRELLGAS-LP     FGP US       1,441.3     (134.9)    (55.6)
FERRELLGAS-LP     FEG GR       1,441.3     (134.9)    (55.6)
FREESCALE SEMICO  1FS GR       3,047.0   (4,594.0)  1,133.0
FREESCALE SEMICO  1FS TH       3,047.0   (4,594.0)  1,133.0
FREESCALE SEMICO  FSL US       3,047.0   (4,594.0)  1,133.0
GAWK INC          GAWK US          0.0       (0.0)     (0.0)
GLG PARTNERS INC  GLG US         400.0     (285.6)    156.9
GLG PARTNERS-UTS  GLG/U US       400.0     (285.6)    156.9
GLOBAL BRASS & C  BRSS US        592.5       (8.9)    307.1
GLOBAL BRASS & C  6GB GR         592.5       (8.9)    307.1
GRAHAM PACKAGING  GRM US       2,947.5     (520.8)    298.5
HALOZYME THERAPE  HALO US        101.8      (20.0)     69.7
HALOZYME THERAPE  HALOZ GR       101.8      (20.0)     69.7
HCA HOLDINGS INC  2BH TH      28,831.0   (6,928.0)  2,342.0
HCA HOLDINGS INC  HCA US      28,831.0   (6,928.0)  2,342.0
HCA HOLDINGS INC  2BH GR      28,831.0   (6,928.0)  2,342.0
HD SUPPLY HOLDIN  5HD GR       6,518.0     (698.0)  1,346.0
HD SUPPLY HOLDIN  HDS US       6,518.0     (698.0)  1,346.0
HOVNANIAN ENT-A   HO3 GR       1,787.3     (456.1)  1,131.9
HOVNANIAN ENT-A   HOV US       1,787.3     (456.1)  1,131.9
HOVNANIAN ENT-B   HOVVB US     1,787.3     (456.1)  1,131.9
HOVNANIAN-A-WI    HOV-W US     1,787.3     (456.1)  1,131.9
HUGHES TELEMATIC  HUTC US        110.2     (101.6)   (113.8)
HUGHES TELEMATIC  HUTCU US       110.2     (101.6)   (113.8)
INCYTE CORP       ICY TH         629.6     (193.1)    447.8
INCYTE CORP       ICY GR         629.6     (193.1)    447.8
INCYTE CORP       INCY US        629.6     (193.1)    447.8
INFOR US INC      LWSN US      6,515.2     (555.7)   (303.6)
IPCS INC          IPCS US        559.2      (33.0)     72.1
ISTA PHARMACEUTI  ISTA US        124.7      (64.8)      2.2
JUST ENERGY GROU  JE CN        1,543.7     (199.3)    (12.4)
JUST ENERGY GROU  JE US        1,543.7     (199.3)    (12.4)
JUST ENERGY GROU  1JE GR       1,543.7     (199.3)    (12.4)
KATE SPADE & CO   LIZ GR         977.5      (32.5)    206.5
KATE SPADE & CO   KATE US        977.5      (32.5)    206.5
L BRANDS INC      LB US        6,636.0     (820.0)    846.0
L BRANDS INC      LTD TH       6,636.0     (820.0)    846.0
L BRANDS INC      LTD GR       6,636.0     (820.0)    846.0
LDR HOLDING CORP  LDRH US         77.7       (7.2)     10.3
LEE ENTERPRISES   LE7 GR         820.2     (157.4)      9.9
LEE ENTERPRISES   LEE US         820.2     (157.4)      9.9
LORILLARD INC     LLV GR       3,536.0   (2,064.0)  1,085.0
LORILLARD INC     LO US        3,536.0   (2,064.0)  1,085.0
LORILLARD INC     LLV TH       3,536.0   (2,064.0)  1,085.0
MACROGENICS INC   MGNX US         42.0       (4.0)     11.7
MACROGENICS INC   M55 GR          42.0       (4.0)     11.7
MALIBU BOATS-A    M05 GR          57.2      (32.5)     (2.0)
MALIBU BOATS-A    MBUU US         57.2      (32.5)     (2.0)
MANNKIND CORP     NNF1 TH        258.6      (30.7)    (51.5)
MANNKIND CORP     NNF1 GR        258.6      (30.7)    (51.5)
MANNKIND CORP     MNKD US        258.6      (30.7)    (51.5)
MARRIOTT INTL-A   MAR US       6,794.0   (1,415.0)   (772.0)
MARRIOTT INTL-A   MAQ TH       6,794.0   (1,415.0)   (772.0)
MARRIOTT INTL-A   MAQ GR       6,794.0   (1,415.0)   (772.0)
MDC PARTNERS-A    MDZ/A CN     1,365.7      (40.1)   (211.1)
MDC PARTNERS-A    MDCA US      1,365.7      (40.1)   (211.1)
MDC PARTNERS-A    MD7A GR      1,365.7      (40.1)   (211.1)
MERITOR INC       AID1 GR      2,497.0     (808.0)    337.0
MERITOR INC       MTOR US      2,497.0     (808.0)    337.0
MERRIMACK PHARMA  MACK US        224.2      (16.6)    139.4
MERRIMACK PHARMA  MP6 GR         224.2      (16.6)    139.4
MIRATI THERAPEUT  26M GR          18.5      (24.3)    (25.3)
MIRATI THERAPEUT  MRTX US         18.5      (24.3)    (25.3)
MONEYGRAM INTERN  MGI US       4,786.9      (77.0)     85.2
MORGANS HOTEL GR  M1U GR         572.8     (172.9)      6.5
MORGANS HOTEL GR  MHGC US        572.8     (172.9)      6.5
MPG OFFICE TRUST  MPG US       1,280.0     (437.3)      -
NATIONAL CINEMED  NCMI US      1,067.3     (146.1)    134.0
NATIONAL CINEMED  XWM GR       1,067.3     (146.1)    134.0
NAVISTAR INTL     IHR TH       7,654.0   (3,877.0)    645.0
NAVISTAR INTL     IHR GR       7,654.0   (3,877.0)    645.0
NAVISTAR INTL     NAV US       7,654.0   (3,877.0)    645.0
NEKTAR THERAPEUT  NKTR US        434.5      (89.9)    159.7
NEKTAR THERAPEUT  ITH GR         434.5      (89.9)    159.7
NORCRAFT COS INC  6NC GR         265.0       (6.1)     47.7
NORCRAFT COS INC  NCFT US        265.0       (6.1)     47.7
NORTHWEST BIO     NWBO US          7.6      (14.3)     (9.7)
NORTHWEST BIO     NBYA GR          7.6      (14.3)     (9.7)
NYMOX PHARMACEUT  NYMX US          1.1       (5.9)     (2.3)
OCI PARTNERS LP   OCIP US        460.3      (98.7)     79.8
OCI PARTNERS LP   OP0 GR         460.3      (98.7)     79.8
OMEROS CORP       OMER US         12.0      (23.9)     (1.6)
OMEROS CORP       3O8 GR          12.0      (23.9)     (1.6)
OMTHERA PHARMACE  OMTH US         18.3       (8.5)    (12.0)
PALM INC          PALM US      1,007.2       (6.2)    141.7
PHILIP MORRIS IN  4I1 GR      38,168.0   (6,274.0)   (214.0)
PHILIP MORRIS IN  PMI SW      38,168.0   (6,274.0)   (214.0)
PHILIP MORRIS IN  PM US       38,168.0   (6,274.0)   (214.0)
PHILIP MORRIS IN  PM FP       38,168.0   (6,274.0)   (214.0)
PHILIP MORRIS IN  4I1 TH      38,168.0   (6,274.0)   (214.0)
PHILIP MORRIS IN  PM1CHF EU   38,168.0   (6,274.0)   (214.0)
PHILIP MORRIS IN  PM1EUR EU   38,168.0   (6,274.0)   (214.0)
PHILIP MORRIS IN  PM1 TE      38,168.0   (6,274.0)   (214.0)
PLAYBOY ENTERP-A  PLA/A US       165.8      (54.4)    (16.9)
PLAYBOY ENTERP-B  PLA US         165.8      (54.4)    (16.9)
PLY GEM HOLDINGS  PG6 GR       1,088.3      (37.7)    212.1
PLY GEM HOLDINGS  PGEM US      1,088.3      (37.7)    212.1
PROTALEX INC      PRTX US          1.2       (8.6)      0.6
PROTECTION ONE    PONE US        562.9      (61.8)     (7.6)
QUALITY DISTRIBU  QDZ GR         427.2      (56.3)     88.8
QUALITY DISTRIBU  QLTY US        427.2      (56.3)     88.8
QUINTILES TRANSN  Q US         3,066.8     (667.5)    463.4
QUINTILES TRANSN  QTS GR       3,066.8     (667.5)    463.4
RE/MAX HOLDINGS   2RM GR         252.0      (22.5)     39.1
RE/MAX HOLDINGS   RMAX US        252.0      (22.5)     39.1
REGAL ENTERTAI-A  RGC US       2,704.7     (715.3)    (41.3)
REGAL ENTERTAI-A  RETA GR      2,704.7     (715.3)    (41.3)
RENAISSANCE LEA   RLRN US         57.0      (28.2)    (31.4)
RENTPATH INC      PRM US         208.0      (91.7)      3.6
RETROPHIN INC     RTRX US         21.4       (5.8)    (10.3)
RETROPHIN INC     17R GR          21.4       (5.8)    (10.3)
REVANCE THERAPEU  RVNC US         18.9      (23.7)    (28.6)
REVANCE THERAPEU  RTI GR          18.9      (23.7)    (28.6)
REVLON INC-A      RVL1 GR      2,123.9     (596.5)    246.4
REVLON INC-A      REV US       2,123.9     (596.5)    246.4
RITE AID CORP     RTA GR       7,138.2   (2,228.8)  1,881.2
RITE AID CORP     RAD US       7,138.2   (2,228.8)  1,881.2
RURAL/METRO CORP  RURL US        303.7      (92.1)     72.4
SALLY BEAUTY HOL  S7V GR       2,060.1     (291.2)    689.5
SALLY BEAUTY HOL  SBH US       2,060.1     (291.2)    689.5
SILVER SPRING NE  9SI GR         516.4      (78.1)     95.5
SILVER SPRING NE  9SI TH         516.4      (78.1)     95.5
SILVER SPRING NE  SSNI US        516.4      (78.1)     95.5
SMART TECHNOL-A   SMA CN         374.2      (29.4)     71.6
SMART TECHNOL-A   SMT US         374.2      (29.4)     71.6
SUNESIS PHARMAC   RYIN TH         40.5       (6.2)      6.5
SUNESIS PHARMAC   RYIN GR         40.5       (6.2)      6.5
SUNESIS PHARMAC   SNSS US         40.5       (6.2)      6.5
SUNGAME CORP      SGMZ US          0.1       (2.2)     (2.3)
SUPERVALU INC     SJ1 GR       4,711.0     (983.0)    272.0
SUPERVALU INC     SJ1 TH       4,711.0     (983.0)    272.0
SUPERVALU INC     SVU US       4,711.0     (983.0)    272.0
SUPERVALU INC     SVU* MM      4,711.0     (983.0)    272.0
TANDEM DIABETES   TNDM US         48.6       (2.8)     13.8
TANDEM DIABETES   TD5 GR          48.6       (2.8)     13.8
TAUBMAN CENTERS   TCO US       3,506.2     (215.7)      -
TAUBMAN CENTERS   TU8 GR       3,506.2     (215.7)      -
THRESHOLD PHARMA  THLD US        104.1      (23.5)     59.0
THRESHOLD PHARMA  NZW1 GR        104.1      (23.5)     59.0
TOWN SPORTS INTE  CLUB US        413.8      (43.5)     27.8
TOWN SPORTS INTE  T3D GR         413.8      (43.5)     27.8
TRANSDIGM GROUP   TDG US       6,292.5     (234.2)    882.4
TRANSDIGM GROUP   T7D GR       6,292.5     (234.2)    882.4
ULTRA PETROLEUM   UPM GR       2,785.3     (331.5)   (278.8)
ULTRA PETROLEUM   UPL US       2,785.3     (331.5)   (278.8)
UNISYS CORP       USY1 GR      2,510.0     (663.9)    516.0
UNISYS CORP       UISCHF EU    2,510.0     (663.9)    516.0
UNISYS CORP       UISEUR EU    2,510.0     (663.9)    516.0
UNISYS CORP       UIS US       2,510.0     (663.9)    516.0
UNISYS CORP       UIS1 SW      2,510.0     (663.9)    516.0
UNISYS CORP       USY1 TH      2,510.0     (663.9)    516.0
VARONIS SYSTEMS   VS2 GR          33.7       (1.5)      1.8
VARONIS SYSTEMS   VRNS US         33.7       (1.5)      1.8
VECTOR GROUP LTD  VGR GR       1,260.2      (21.6)    183.3
VECTOR GROUP LTD  VGR US       1,260.2      (21.6)    183.3
VENOCO INC        VQ US          695.2     (258.7)    (39.2)
VERISIGN INC      VRSN US      2,660.8     (423.6)   (226.0)
VERISIGN INC      VRS GR       2,660.8     (423.6)   (226.0)
VERISIGN INC      VRS TH       2,660.8     (423.6)   (226.0)
VINCE HOLDING CO  VNCE US        470.3     (181.2)   (158.1)
VINCE HOLDING CO  VNC GR         470.3     (181.2)   (158.1)
VIRGIN MOBILE-A   VM US          307.4     (244.2)   (138.3)
VISKASE COS I     VKSC US        346.7      (16.3)    106.1
WEIGHT WATCHERS   WW6 GR       1,408.9   (1,474.6)    (30.1)
WEIGHT WATCHERS   WW6 TH       1,408.9   (1,474.6)    (30.1)
WEIGHT WATCHERS   WTW US       1,408.9   (1,474.6)    (30.1)
WEST CORP         WSTC US      3,486.3     (740.2)    363.9
WEST CORP         WT2 GR       3,486.3     (740.2)    363.9
WESTMORELAND COA  WLB US         939.8     (280.3)      4.1
WESTMORELAND COA  WME GR         939.8     (280.3)      4.1
WIRELESS ATTACHM  WRSS US          0.0       (0.0)      0.0
XERIUM TECHNOLOG  XRM US         626.9      (25.4)    128.4
XERIUM TECHNOLOG  TXRN GR        626.9      (25.4)    128.4
XOMA CORP         XOMA TH        134.8       (4.0)     97.4
XOMA CORP         XOMA GR        134.8       (4.0)     97.4
XOMA CORP         XOMA US        134.8       (4.0)     97.4
YRC WORLDWIDE IN  YEL1 GR      2,064.9     (597.4)    213.3
YRC WORLDWIDE IN  YEL1 TH      2,064.9     (597.4)    213.3
YRC WORLDWIDE IN  YRCW US      2,064.9     (597.4)    213.3
ZOGENIX INC       ZGNX US         54.6      (13.9)      3.1



                             *********

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 ***