TCR_Public/140313.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, March 13, 2014, Vol. 18, No. 71

                            Headlines

ADT CORP: Moody's Rates $500MM Sr. Unsecured Notes 'Ba2'
AGFEED INDUSTRIES: Seeks Further Extension of Exclusive Periods
ALLIED STONE: Case Summary & 13 Largest Unsecured Creditors
AMERIGAS PARTNERS: Fitch Affirms 'BB' IDR & 'BB' Sr. Debt Rating
AMERICAN TIRE: Moody's Rates $300MM Senior Secured Term Debt 'B2'

AMERICAN TIRE: S&P Affirms 'B' CCR & Rates $300MM Sr. Loan 'CCC+'
ANDALAY SOLAR: Has Deal to Sell $200,000 Convertible Note
ATKORE INT'L: Moody's Affirms B3 CFR & Rates $250MM Debt Caa2
BAY AREA FIN'L: Court Okays Protocol for Settling Certain Loans
BAY AREA FIN'L: Has Deal With Committee on Production of Docs

BAY AREA FIN'L: Shulman Hodges Approved as Committee Counsel
BAY AREA FIN'L: Keller Williams Willing to Cut Commission
BEST UNION: Final Decree Order Issued
BOX SHIPS: In Compliance with Covenants as of Dec. 31, 2013
BROWN LUMBER: Atlas Partners Affiliate Invests in Secured Debt

BROWNSVILLE MD: Asks for Plan Exclusivity Until April 3
BROWNSVILLE MD: Can Use Cash Collateral Until April 1
CAMCO FINANCIAL: Common Stock Delisted From NYSE
CELL THERAPEUTICS: Had $44.8MM Est. Financial Standing at Jan. 31
CERTIFIED HR: Rejection of Claim Against Insurer Affirmed

CONSTAR INTERNATIONAL: Panel Hires Brown Rudnick as Co-Counsel
COOPER-BOOTH: Files Joint Disclosure Statement in Support of Plan
CPI INTERNATIONAL: Moody's Affirms B2 CFR & Rates $30MM Debt Ba3
CHIQUITA BRANDS: Moody's Changes Ratings Outlook to Developing
DOWLING COLLEGE: Moody's Cuts Bond Rating to Ca; Outlook Negative

DUBAYA LLC: Case Summary & 7 Unsecured Creditors
EDISON MISSION: Bankruptcy Court Approves Plan of Reorganization
ENLINK MIDSTREAM: S&P Raises Debt Rating From 'B+'
ENTEGRIS INC: Moody's Assigns 'B1' CFR & Rates $460MM Debt 'Ba3'
FLORIDA GAMING: Hires Berger Harris as Special Counsel

FOREST OIL: Moody's Lowers CFR to B3 & Sr. Unsec. Rating to Caa1
FREE LANCE-STAR: Can Access Cash Collateral Until April 30
FURNITURE BRANDS: Court Approves Rejection of St. Paul Lease
FURNITURE BRANDS: Obtains Court Approval to Assume HDM Leases
GENTIVA HEALTH: Moody's Revises Outlook to Neg. & Affirms B3 CFR

GREEN FIELD: Auction Cancelled, Gordon Brothers to Sell Assets
GREEN FIELD: Ch. 11 Examiner Seeks to File Report Under Seal
GYP HOLDINGS: Moody's Assign 'B3' Corp. Family Rating
GYPSUM MANAGEMENT: S&P Assigns Prelim. 'B' CCR; Outlook Stable
HAMPTON LAKE: Substantially Consummated Plan, Wants Case Closed

HDOS ENTERPRISES: Hires Brian Cole as Special Counsel
HDOS ENTERPRISES: Hires Rust Omni as Claims Noticing Agent
HDOS ENTERPRISES: Creditors' Panel Taps Pachulski Stang as Counsel
H.J. HEINZ: Fitch Affirms 'BB-' Issuer Default Rating
HOYT TRANSPORTATION: Greenberg Okayed as Litigation Counsel

HOYT TRANSPORTATION: Has Until May 13 to File Chapter 11 Plan
IMAGES USA: Case Summary & 20 Largest Unsecured Creditors
INFUSYSTEM HOLDINGS: To Issue Q4 Financial Results on March 11
INNOVATIVE COMMUNICATION: North Shore Appeal Tossed
JARDEN CORP: $600MM Notes Offering No Impact on Moody's 'Ba3' CFR

JARDEN CORP: S&P Rates New $600MM Subordinated Notes 'BB-'
JERRY'S NUGGET: Stipulation Withdrawing Trustee Motion Approved
JFL-NRC HOLDINGS: S&P Assigns 'B' CCR & Rates $162MM Debt 'B'
KENNY G. ENTERPRISES: Avoidance of Postpetition Transfer Appealed
KENTUCKIANA HEALTHCARE: Fails in Bid to Dismiss PRN Pharma Dispute

KORLEY B. SEARS: Directed to Pay Plaintiffs' Attorney Fees
LEAR CORP: Moody's Rates New $325MM Sr. Unsecured Notes 'Ba2'
LEAR CORP: S&P Rates $325MM Sr. Unsecured Notes 'BB'
LIME ENERGY: Seeks to Expand Programs with Current Clients
LIZANATAY HOLDINGS: Voluntary Chapter 11 Case Summary

LLS AMERICA: $35,000 Default Judgment Entered Against Paula Donald
LLS AMERICA: Wins $19,100 Judgment Against Rebecca Piatt
LLS AMERICA: David Wares, et al Received $171,473 From Estate
LONGVIEW POWER: Settlement With Foster Wheeler Approved
LONGVIEW POWER: Plan Hearing Moved Sine Die to Allow Mediation

M.D. CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
MARINA BIOTECH: To Swap Notes With 1.9 Million Common Shares
MATTHIAS ENTERPRISES: Voluntary Chapter 11 Case Summary
MD RANGEL: Voluntary Chapter 11 Case Summary
MJC AMERICA: Tap Winston & Strawn as Special Litigation Counsel

MPH ACQUISITION: Moody's Assigns 'B2' Corporate Family Rating
MULTIPLAN INC: S&P Affirms 'B' CCR & Rates $2.275BB Facilities 'B'
NATIVE WHOLESALE: Case Conversion Hearing This Afternoon
NNN 3500: Court Temporarily Allows Wachovia Trust's Claims
NEW CENTURY TRS: Court Says Alfred Silva Claim Untimely

NRC US: Moody's Assigns 'B2' Corporate Family Rating
OVERSEAS SHIPHOLDING: Files Ch. 11 Plan of Reorganization
OVERSEAS SHIPHOLDING: Equity Holders Object to Plan Support Deal
OVERSEAS SHIPHOLDING: Plan Filing Exclusivity Extended to March 31
PACIFIC STEEL: Section 341(a) Meeting Set on April 7 & 14

PALACE ENTERTAINMENT: Moody's Changes B2 CFR Outlook to Negative
PALOMAR HEALTH: Moody's Lowers Revenue Bond Rating to 'Ba1'
PARK CREEK, CO: Moody's Lowers Sr. Lien Tax Bonds Rating to Ba2
PHIBRO ANIMAL: Moody's Ups CFR to B2 & Rates $300MM Sr. Notes B3
PHIBRO ANIMAL: S&P Puts 'B' CCR on CreditWatch Positive

PLANET FITNESS: Moody's Assigns 'B1' CFR & Rates $430MM Debt 'B1'
POLAR MOLECULAR: 6th Cir. Affirms Summary Judgment Ruling
QUANTUM FUEL: Cancels Series B Common Stock
QVC INC: Fitch Assigns 'BB' Issuer Default Rating
QVC INC: Moody's Assigns 'Ba2' Rating on Senior Secured Notes

QVC INC: S&P Assigns 'BB' Corp. Credit Rating; Outlook Stable
RADIOSHACK CORP: Moody's Lowers Corp. Family Rating to 'Caa2'
RAVENWOOD HEALTHCARE: Purchaser Prefer Chapter 7 Conversion
RE-710 LLC: Case Summary & 20 Largest Unsecured Creditors
RESERVOIR EXPLORATION: 1st Amended Liquidation Plan Confirmed

RESMAE MORTGAGE: Hawaii Court Rules in Foreclosure Suit
RIH ACQUISITIONS: Files Disclosure Statement for Liquidating Plan
RIH ACQUISITIONS: Taps Kurztman Carson as Noticing & Claims Agent
RITE AID CORP: S&P Retains 'B' CCR Following $1.15BB Refinancing
RIVER-BLUFF: Case Summary & 4 Top Unsecured Creditors

RUTKOWSKI BROTHERS: Voluntary Chapter 11 Case Summary
SAND HOLLOW: Case Summary & 4 Largest Unsecured Creditors
SEGA BIOFUELS: Exclusivity Period Extended Until March 31
SEI HOLDING: Moody's Assigns B2 CFR & Rates 1st Lien Loan B1
SEQUENOM INC: Amends 2013 Annual Report to Correct Errors

SNOW CANYON: Voluntary Chapter 11 Case Summary
SOPHIA L.P.: Moody's Assigns 'B1' Rating on $998MM Term Loan
SOPHIA L.P.: S&P Retains 'B' CCR After Loan Repricing
SPEEDEMISSIONS INC: Circuit Court OKs Settlement with IBC Funds
ST FRANCIS' HOSPITAL: Court OKs CBIZ as Committee Fin'l Advisor

ST FRANCIS' HOSPITAL: March 26 Hearing on Teitelbaum Employment
ST FRANCIS' HOSPITAL: PCO Wants to Hire Gibbons P.C. as Counsel
SUN PRODUCTS: Moody's Affirms B2 CFR & Changes Outlook to Neg.
SURTRONICS INC: Landlord Wants Production of Insurance Policy
TLC HEALTH: Gleichenhaus Okayed as Patient Care Ombudsman Counsel

TLC HEALTH: Taps Hodgson Russ as Special Counsel
TLO LLC: Liquidating Plan Outline Approved
TRANSUNION HOLDING: Moody's Assigns Ba3 Rating on $2.05BB Debt
TRANSUNION CORP: S&P Affirms 'B+' CCR & Rates $190MM Facility 'B+'
TUSCANY INTERNATIONAL: Files Chap. 11 Plan of Reorganization

UNITED RENTALS: Moody's Affirms B1 CFR Over National Pump Deal
UNIVERSAL HEALTH: Genovese to Review Claims v. E&Y, Milliman
UPPER VALLEY COMMERCIAL: Withdraws Request to Use Cash Collateral
UPPER VALLEY COMMERCIAL: Gets Court Approval for Woodsville Deal
UPPER VALLEY COMMERCIAL: Withdraws Request to Obtain $300K Loan

UPPER VALLEY: Committee Can Hire Bernstein Shur as Counsel
USEC INC: Moody's Withdraws Ca CFR Due to Bankruptcy Filing
USEC INC: Section 341(a) Meeting Scheduled for April 8
VAIL LAKE: Sheppard Mullin May Represent CRO Hebrank, E3 Realty
VAIL LAKE: Can Employ Lee & Associates as Real Estate Broker

VICTORY ENERGY: Board Adopts 2014 Long Term Incentive Plan
VILLAGE AT KNAPP'S: Files First Amended Disclosure Statement
VILLAGE AT KNAPP'S: Secured Lenders Object to Disclosure Statement
WHEATLAND MARKETPLACE: Taps Edgemark as Real Estate Broker
WHITE MOUNTAINS: Fitch Affirms 'BB+' Rating on One Subsidiary

WILLOW GREEK: Court Allowed Rule 2004 Examination
XTREME POWER: Notrees, Duke Energy Want Adequate Protection
YESHIVA UNIVERSITY: Moody's Lowers Rating to B3; Outlook Negative
ZLOMREX INT'L: New York Court Recognizes Foreign Proceedings

* ADGS Advisory Appoints Fu Kei Man Derek as Independent Director
* ALI CLE Announces Commercial Lending & Bankruptcy Program
* Greenberg Glusker Bags M&A Advisor Turnaround Award

* Recent Small-Dollar & Individual Chapter 11 Filings


                             *********


ADT CORP: Moody's Rates $500MM Sr. Unsecured Notes 'Ba2'
--------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to The ADT
Corporation's ("ADT") $500 million senior unsecured notes
issuance. Proceeds will be used to pay down $200 million of
revolver borrowings, with the remainder to be used for share
repurchases as well as general corporate purposes.

Rating Rationale

Since the resultant modestly higher financial leverage is in line
with the company's strategy, stated late last summer, of using
debt to fund share buybacks, there is no impact on ADT's Ba2 CFR
or stable outlook.

Nonetheless, gross customer adds are below and rates of attrition
are above ADT's expectations as of the end of last year -- and
both require increased spending for replenishing subscribers.
Competition from other alarm monitoring companies in the highly
fragmented market; threats from cable and telecom companies; and
the emergence of other non-traditional competitors (for example,
Google's planned acquisition of Nest) continue. Moody's lowered
ADT's ratings following the company's revised plan for higher
financial leverage, which implied lowered flexibility to address
market challenges.

The ADT Corporation is a leading provider of electronic security,
interactive automation, and monitoring services for residences and
small businesses in the U.S., Canada, and Puerto Rico. ADT has 6.5
million subscribers and annual revenues of approximately $3.3
billion. In September 2012, ADT spun off from Tyco International
into a stand-alone public company.

Assignments:

Issuer: The ADT Corporation

  Senior Unsecured Regular Bond/Debenture, Assigned Ba2, LGD4,
  52 %

The principal methodology used in this rating was Global Business
& Consumer Service Industry Rating Methodology published in
October 2010. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.


AGFEED INDUSTRIES: Seeks Further Extension of Exclusive Periods
---------------------------------------------------------------
AgFeed USA, LLC, et al., asks the U.S. Bankruptcy Court for the
District of Delaware to extend until April 21, 2014, their
exclusive period to file a plan and until June 18, 2014, their
exclusive period to solicit acceptances of that plan.

The Debtors' counsel, Donald J. Bowman, Jr., Esq., at Young
Conaway Stargatt & Taylor, , LLP, in Wilmington, Delaware, states
that following the Petition Date, the Debtors' initial focus was
on concluding the sales of substantially all of their assets as
quickly as possible to maximize recovery to stakeholders.  As a
result of these successful efforts, the Debtors anticipate that
they will have sufficient funds to pay general unsecured creditors
in full and provide a substantial recovery to equity.

While the Debtors believe that the Plan filed on Dec. 18, 2013, is
confirmable, the Debtors remain in active and ongoing negotiations
with a number of constituencies in an effort to reach resolution
of outstanding issues in connection with the Plan, Mr. Bowman
says.  During the most recent extension of the Exclusive Periods,
the Debtors continued to make progress in the Chapter 11 cases by
working with the Official Committee of Unsecured Creditors and
Official Committee of Equity Security Holders and certain other
constituencies on a revised Chapter 11 plan.

In fact, a mediation involving several key constituencies was held
at the offices of Debtors' counsel on Feb. 13, 2014, which
resulted in progress being made towards resolving some of the
various issues related to the Plan, Mr. Bowman tells the Court.
Since the parties adjourned the mediation, the mediator has
continued his efforts to resolve as many issues as possible and
the parties remain in active negotiations.  The Debtors believe
that additional time is needed to allow for further progress in
resolving certain complex issues related to the Plan and to allow
the confirmation process to efficiently move forward on a largely
consensual basis.

Termination of the Debtors' Exclusive Periods would adversely
impact the Debtors, Mr. Bowman adds.  If the Court were to deny
the Debtors' request for an extension of the Exclusive Periods,
any party in interest would be free to propose a Chapter 11 plan
for the Debtors.  Such a ruling would upset the delicate
negotiating balance the Debtors have achieved and would foster a
chaotic environment with no central focus and cause substantial,
if not irreparable, harm to the Debtors' efforts to preserve and
maximize the value of their estates, Mr. Bowman asserts.

A hearing on the Debtors' request is scheduled for March 27, 2014,
at 10:00 a.m. (ET).  Objections are due March 17.

                       About AgFeed Industries

AgFeed Industries, Inc., has 21 farms and five feed mills in China
producing more than 250,000 hogs annually. In the U.S., the
business included 10 sow farms in three states and two feed mills
producing more than one million hogs a year. AgFeed's revenue in
2012 was $244 million.

AgFeed and its affiliates filed voluntary petitions under Chapter
11 of the Bankruptcy Code (Bankr. D. Del. Case No. 13-11761) on
July 15, 2013, with a deal to sell most of its subsidiaries to The
Maschhoffs, LLC, for cash proceeds of $79 million, absent higher
and better offers.  The Debtors estimated assets of at least $100
million and debts of at least $50 million.

Keith A. Maib signed the petition as chief restructuring officer.
Hon. Brendan Linehan Shannon presides over the case.  Donald J.
Bowman, Jr., and Robert S. Brady, Esq., at Young, Conaway,
Stargatt & Taylor, serve as the Debtors' counsel.   BDA Advisors
Inc. acts as the Debtors' financial advisor.  The Debtors' claims
and noticing agent is BMC Group, Inc.

The U.S. Trustee has appointed a five-member official committee of
unsecured creditors to the Chapter 11 cases.  The Creditors'
Committee tapped Lowenstein Sandler as lead bankruptcy counsel and
Greenberg Traurig, LLP, as co-counsel.  CohnReznick LLP serves as
the Creditors' Committee's financial advisor.

An official committee of equity security holders was also
appointed to the Chapter 11 cases.  The Equity Committee tapped
Sugar Felsenthal Grais & Hammer LLP and Elliott Greenleaf as
co-counsel.


ALLIED STONE: Case Summary & 13 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Allied Stone, LLC
        850 Wilson Street
        Fennimore, WI 53809

Case No.: 14-10964


Chapter 11 Petition Date: March 11, 2014

Court: United States Bankruptcy Court
       Western District of Wisconsin (Madison)

Judge: Hon. Robert D. Martin

Debtor's Counsel: Eliza M. Reyes, Esq.
                  KREKELER STROTHER, S.C.
                  2901 West Beltline Highway, Suite 301
                  Madison, WI 53713
                  Tel: 608-258-8555
                  Fax: 608-258-8299
                  Email: ereyes@ks-lawfirm.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by John Rutkowski, managing member.

A list of the Debtor's 13 largest unsecured creditors is available
for free at http://bankrupt.com/misc/wiwb14-10964.pdf


AMERIGAS PARTNERS: Fitch Affirms 'BB' IDR & 'BB' Sr. Debt Rating
----------------------------------------------------------------
Fitch Ratings has affirmed the 'BB' Issuer Default Rating (IDR)
and 'BB' senior unsecured debt rating of AmeriGas Partners, LP
(APU) and its fully guaranteed financing co-borrower AmeriGas
Finance Corp.  The Rating Outlook is Stable.  Approximately
$2.3 billion in outstanding long term debt is affected.

APU has faced a number of challenges in recent years but recent
performance reflects the underlying profitability and franchise
strength in managing though these challenges.  The recovery in
APU's profitability follows the unprecedented mild winter of
2011/2012 and merger related integration charges in 2012 and into
2013.  APU generates the bulk of its earnings and cash flows in
the heating season, principally the quarter ended March 31 and to
a lesser extent the Quarter ended Dec. 31.  The record cold
weather in the current March 2014 Quarter has created operational
challenges for APU as propane supply constraints and price spikes
in January and February affected normal delivery channels.  Fitch
still expects Debt to EBITDA to improve slightly to approximately
3.5x for the fiscal year ended Sept. 30, 2014 and be sustained
over the forecast period.

The Rating Outlook is Stable.

Key Rating Drivers

   -- Improved profitability and credit metrics
   -- Declining propane and negative volume trends;
   -- Weather sensitivity adds to seasonal volatility;
   -- Volatile commodity pricing;
   -- Broad market and geographic reach.

2014 March Quarter Update

The supply and price volatility experienced by APU and the entire
propane industry during the March 2014 Quarter are seasonal risk
factors that Fitch overlays in its credit analysis of APU and in
developing stress scenarios.  The extremely warm winter in
2011/2012 created significant financial stress.  Fitch considers
weather as a transient event and captured within its financial
models and rating assignments.

Improved Financial Profile

Stronger profitability, which Fitch considers sustainable, has
allowed Fitch's key leverage and coverage measures to improve from
their 2012 levels immediately following the acquisition of
Heritage Propane.  Fitch models reflect EBITDA to Interest and
Debt to EBITDA at approximately 4.0x and 3.5x respectively over
the next few years.  Fitch base case models assume normal weather.
Liquidity is satisfactory.  APU has strong cash flows and will not
require any external financing over the forecast period.  Capital
expenditures are relatively modest.  Debt maturities through 2018
are modest and liquidity is provided through a $525 million bank
facility that matures in 2016 and which provides sufficient
capacity to meet seasonal borrowing needs.  Distribution coverage,
at 1.2x to 1.3x is below historical levels following increases in
quarterly distributions as well as more units outstanding as part
of the Heritage acquisition.

Demand and Negative Volume Trends:

Residential heating remains the largest use for propane.
Residential heating, irrespective of fuel, exhibits a natural
decline curve from efficiency and customer conservation.  In
addition, propane is subject to customer switching.

APU believes retail propane consumption in the U.S. declining at
an annual rate of up to 3% rate based on historical industry data.
APU has been an active consolidator. Retail propane gallons sold
have been maintained at a 900 million to 1.3 billion range over
the last 12 years largely through acquisitions.

While volume trends are negative, EBITDA margins have improved in
recent years reflecting cost savings and operating efficiencies
achieved through acquisition.

Market and Geographic Scale

APU is the largest retail propane distributor in the U.S. spanning
all 50 states.  The company leverages its large distribution
network with its cylinder exchange business and national accounts
business which services large regionally diverse corporate users.
Rating Sensitivity

   -- An upgrade is not deemed likely over the next 12 to 24
      months;

   -- An acceleration of declining volume trends coupled with
      margin erosion would likely result in a negative rating
      action;

   -- A large debt financed acquisition could result in a ratings
      downgrade.

Fitch has affirmed the following ratings with a Stable Outlook:

AmeriGas Partners, L.P./AmeriGas Finance Corp.
   -- IDR at 'BB';

   -- Senior Unsecured Debt at 'BB'.


AMERICAN TIRE: Moody's Rates $300MM Senior Secured Term Debt 'B2'
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to American Tire
Distributors, Inc.'s ("ATD") proposed $300 million senior secured
term loan. Concurrently, Moody's affirmed the company's B2
Corporate Family Rating, B2-PD Probability of Default Rating, and
B2 rating on the senior secured notes. The Speculative Grade
Liquidity Rating was downgraded to SGL-3 from SGL-2. The rating
outlook remains stable.

Proceeds from the term loan and approximately $60 million of
revolver borrowings will be used to finance the acquisition of
Terry's Tire Town.  Together with the acquisition of Hercules Tire
Holdings, the deal will increase pro-forma leverage to around 7
times (excluding synergies) from mid-5 times as of December 2013.
However, Moody's expects leverage to return to the mid-5 times by
year-end 2015 as a result of synergy realization and modest
organic growth.

The downgrade of the Speculative Grade Liquidity Rating to SGL-3
reflects Moody's expectations that the company's funding needs
will increase relative to its ABL capacity, given the greater size
and volatility of its working capital requirements following the
acquisitions.

Rating actions:

Issuer: American Tire Distributors, Inc.

Corporate Family Rating, affirmed at B2

Probability of Default Rating, affirmed at B2-PD

Proposed $300 million senior secured term loan due 2018,
assigned B2 (LGD 4, 56%)

$250 million senior secured notes due 2017, affirmed at B2 (LGD
4, 56%) from (LGD 4, 57%)

Speculative Grade Liquidity Rating, downgraded to SGL-3 from
SGL-2

Stable outlook

Ratings Rationale

The B2 corporate family rating reflects the company's weak credit
metrics, acquisitive growth strategy, and extensive revolver use
to finance acquisitions and capital expenditures for distribution
center openings. As a wholesale distribution business, the company
has characteristically low margins and high fixed costs, which
heighten its sensitivity to fluctuations in unit sales volumes. At
the same time, the rating also incorporates the long-term
stability of replacement tire demand, as well as ATD's good market
position, diverse customer base, adequate liquidity and track
record of deleveraging after acquisitions. Moody's expects that
the 2014 acquisitions of Hercules Tire Holdings (Hercules) and
Terry's Tire Town (Terry's) will increase leverage initially to
approximately 7 times Moody's-adjusted debt/EBITDA as of December
2013 (pro-forma, excluding synergies) but the company will delever
to the mid-5 times range by year-end 2015 as a result of synergy
realization and modest organic growth.

The stable outlook reflects Moody's expectation that ATD will
successfully integrate Hercules and Terry's and delever through
earnings growth during 2014-2015, while maintaining adequate
liquidity.

The ratings could be downgraded if ATD fails to integrate its
recent acquisitions as planned, loses a major supplier
relationship, or experiences a significant deterioration in unit
volume, operating margins or liquidity. Additional debt incurrence
including meaningful debt-financed deals before synergies from
Hercules and Terry's are realized could result in a lower rating,
particularly if debt/EBITDA is sustained above 6.5 times or
(EBITDA-capex)/interest expense approaches 1.25x.

A ratings upgrade would require the application of free cash flow
towards debt reduction, sustained improvement in credit metrics
and a strengthened liquidity profile. Quantitatively, debt/EBITDA
would need to decrease to near 5.0 times and interest coverage
(EBITDA-capex)/interest) would need to improve to over 2.0 times.

American Tire Distributors, Inc., ("ATD") headquartered in
Huntersville, NC, is a wholesale distributor of tires (over 95% of
sales), custom wheels, and related tools. It operates about 130
distribution centers in the US and Canada, and generated
approximately $3.8 billion in revenues in the year ended December
31, 2013. Private equity firm TPG Capital, L.P. (TPG) has owned
the company since May 2010.

On January 31, 2014 ATD acquired Hercules Tire Holdings LLC
("Hercules") for $312 million plus up to $10 million earnout
payments. On February 20, 2014, the company acquired Terry's Tire
Town ("Terry's") for $345 million plus up to $20 million of
earnout payments.

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


AMERICAN TIRE: S&P Affirms 'B' CCR & Rates $300MM Sr. Loan 'CCC+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B'
corporate credit rating on Huntersville, N.C.-based American Tire
Distributors Inc. (ATD).  The outlook is stable.  At the same
time, S&P assigned its 'CCC+' issue rating and '6' recovery rating
to the company's $300 million senior secured term loan.  The issue
rating is two notches below the corporate credit rating.  The '6'
recovery rating indicates S&P's expectation for negligible
recovery (0%-10%) for noteholders in the event of a payment
default.

S&P's affirmation reflects its view of ATD's "highly leveraged"
financial risk profile and "weak" business risk profile.

"The stable outlook reflects the likelihood that ATD's credit
measures will move in line with the rating, including adjusted
leverage of 5x-6x," said Standard & Poor's credit analyst Lawrence
Orlowski.  "We expect the company to generate positive free cash
flow in 2014 and 2015, partly because of rising revenue and
margins, declining working capital needs, and lower capital
expenditures."

S&P could lower the rating if ATD's profitability worsens due to,
for instance, rising costs and declining demand for replacement
tires; and if S&P believes leverage will stay significantly above
6x.  This could occur if revenue fell more than 5% in 2015 and
gross margins drop below 19%.  S&P could also lower the rating if
ATD substantially increases the pace of its debt-financed
expansion and generates significant negative free cash flow.

S&P could raise the rating if the economy continues to grow and
the company slows the pace of its greenfields (new commercial
sites) and acquisitions, thereby showing the benefits of its
expansion in its credit measures.  Specifically, S&P could raise
the rating if adjusted leverage decreases to 5x or less because of
better-than-expected EBITDA and if the company generates sustained
positive free cash flow.  However, S&P would not likely raise the
rating above 'B+', given the private equity ownership and
potential for an eventual recapitalization or sale to another
financial sponsor.


ANDALAY SOLAR: Has Deal to Sell $200,000 Convertible Note
---------------------------------------------------------
Andalay Solar, Inc., on Feb. 25, 2014, entered into a securities
purchase agreement with a certain institutional accredited
investor relating to the sale and issuance of a (i) convertible
note in the principal amount of $200,000 that matures Feb. 25,
2016, and (ii) five- year warrant (with a cashless exercise
feature under certain circumstances) to purchase 5,000,000 shares
of common stock of the Company at an exercise price of $.02,
subject to adjustment under certain circumstances.

The Convertible Note bears interest at the rate of 8 percent per
annum compounded annually, is payable at maturity and the
principal and interest outstanding under the Convertible Note are
convertible into shares of the common stock of the Company, at any
time after issuance, at the option of the Purchaser, at a
conversion price equal to $.02, subject to adjustment upon the
happening of certain events, including stock dividends, stock
splits and the issuance of Common Stock Equivalents at a price
below the conversion price. Subject to the Company fulfilling
certain conditions, including beneficial ownership limits, the
Convertible Note is subject to a mandatory conversion if the
closing price of the Company's common stock for any 20 consecutive
days commencing six months after the issue date of the Convertible
Note equals or exceeds $0.04.  Unless waived in writing by the
Purchaser, no conversion of the Convertible Note can be effected
to the extent that as a result of such conversion the Purchaser
would beneficially own more than 9.99 percent in the aggregate of
our issued and outstanding common stock immediately after giving
effect to the issuance of common stock upon conversion.

The Company has the option of repaying the outstanding principal
amount of the Convertible Note, in whole or in part, by paying the
Purchaser a sum of money equal to one hundred and twenty percent
(120 percent) of the principal together with accrued but unpaid
interest upon 30 days notice, subject to certain beneficial
ownership limits.

For so long as the Company has any obligation under the
Convertible Note, the Company agreed to certain restrictions
regarding, among other things, incurrence of additional debt,
liens, amendments to charter documents, repurchase of stock,
payment of cash dividends, affiliated transactions.  The Company
is also prohibited from entering into certain variable priced
agreements until the Convertible Note is repaid in full.

For a period of two years after the initial issuance of the
Convertible Note, the Purchase Agreement also provides the
Purchaser a right to participate in any future debt and equity
offerings of Company securities.  The Purchaser also has a
piggyback registration right.

The Convertible Note contains events of default which, if
triggered, will result in the requirement to pay a default amount
(up to 24 percent) as specified in the Convertible Note.

                        About Andalay Solar

Founded in 2001, Andalay Solar, Inc., formerly Westinghouse Solar,
Inc., is a provider of innovative solar power systems.  In 2007,
the Company pioneered the concept of integrating the racking,
wiring and grounding directly into the solar panel.  This
revolutionary solar panel, branded "Andalay", quickly won industry
acclaim.  In 2009, the Company again broke new ground with the
first integrated AC solar panel, reducing the number of components
for a rooftop solar installation by approximately 80 percent and
lowering labor costs by approximately 50 percent.  This AC panel,
which won the 2009 Popular Mechanics Breakthrough Award, has
become the industry's most widely installed AC solar panel.  A new
generation of products named "Instant Connect" was introduced in
2012 and is expected to achieve even greater market acceptance.

Burr Pilger Mayer, Inc., in San Francisco, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012, citing significant
operating losses and negative cash flow from operations that raise
substantial doubt about its ability to continue as a going
concern.

Westinghouse Solar disclosed a net loss of $8.62 million on
$5.22 million of net revenue in 2012, as compared with a net loss
of $4.63 million on $11.42 million of net revenue in 2011.

The Company's balance sheet at Sept. 30, 2013, showed
$3.34 million in total assets, $6.24 million in total liabilities,
$180,468 in series A convertible redeemable preferred stock,
$1.02 million in series D convertible preferred stock, and a
$4.11 million total stockholders' deficit.


ATKORE INT'L: Moody's Affirms B3 CFR & Rates $250MM Debt Caa2
-------------------------------------------------------------
Moody's Investors Service affirmed the B3 corporate family rating
and B3-PD probability of default rating of Atkore International
Inc.  In addition, Moody's assigned a B3 rating to the company's
proposed $420 million first lien senior secured term loan and a
Caa2 rating to the anticipated $250 million second lien senior
secured term loan. The term loan proceeds, along with a draw on
the company's asset-based revolving credit facility, will be used
to retire the company's existing $369 million senior notes due
2018 including the $27 million call premium, purchase Tyco's
current ownership stake in Atkore International Group Inc. and
cover estimated transaction fees and expenses. The Caa1 rating on
Atkore's senior notes will be withdrawn when the notes are
redeemed. The outlook remains negative.

The following ratings were affirmed in this rating action:

Corporate Family Rating B3;

Probability of Default Rating B3-PD;

The following rating was affirmed and will be withdrawn when the
notes are retired:

$369 million senior notes due 2018 Caa1 (LGD4, 59%)

The following ratings were assigned in this rating action:

$420 million senior secured first lien term loan B3 (LGD4, 52%);

$250 million senior secured second lien term loan Caa2 (LGD5, 85%)

Ratings Rationale

Atkore's B3 corporate family rating reflects its elevated
leverage, weak interest coverage, low margins, sensitivity to
volatile steel and copper prices, as well as its reliance on
nonresidential construction activity, which drives demand for most
of its electrical and tubular products. The rating also considers
the highly competitive market in which the company operates and
its limited product differentiation. The rating is supported by
the company's scale, diversity of products, attractive position in
certain end-markets, good liquidity and the simplified capital
structure that will result from the proposed recapitalization.

The proposed recapitalization would simplify the company's capital
structure by converting Clayton Dubilier & Rice's cumulative
preferred stock into common equity and eliminating Tyco's
ownership interest. In addition, it would leave the company with a
more flexible capital structure that is more conducive to
deleveraging with all pre-payable debt and extended debt
maturities. The retirement of the company's senior notes would
eliminate debt that is due in 2018 and replace it with term loan
debt that is due in 2021, while extending the ABL facility's
maturity date by one year to October 2018. The recapitalization is
also expected to result in modestly improved interest coverage as
the company retires its high interest 9.875% notes with the
proceeds from much lower rate term loan debt. However, it will
result in the company's total outstanding debt increasing by about
$300 million, which will raise its adjusted leverage ratio by
about 2.5x.

Atkore should achieve a significant improvement in fiscal 2014
operating results. The company recently completed the acquisition
of two PVC conduit companies to expand its plastic pipe and tube
product offerings and these acquisitions are expected to add about
$20 million of EBITDA to Atkore's fiscal 2014 operating results.
In addition, the company will benefit from the elimination of
several million dollars of strike related costs and lost profits
related to a work stoppage at one of its cable management
operations last fiscal year. Atkore should also benefit from a
continued gradual recovery in nonresidential construction
activity. These positive factors will be partially offset by the
loss of a few million dollars of EBITDA related to the divestiture
of the company's Brazilian business, which was considered a non
strategic operation. Moody's expects the company to generate
adjusted EBITDA of about $120 million in fiscal 2014 versus $89
million in fiscal 2013. This should result in Atkore's leverage
ratio (Debt/EBITDA) increasing to about 6.5x from 6.0x and its
interest coverage ratio (EBIT/Interest Expense) rising to about
1.2x from 0.7x assuming the recapitalization is completed. That
would still leave the company with somewhat elevated leverage and
relatively weak interest coverage for its rating.

Atkore is expected to experience little change in its liquidity
from the proposed recapitalization. Atkore had adequate liquidity
of about $192 million on December 27, 2013, which included $33
million in cash and $159 million of borrowing availability. The
company's liquidity declined by about $40 million during the
December quarter due to the acquisition of Ridgeline Pipe
Manufacturing for about $40 million and the redemption of $41
million par value of its 9.875% senior secured notes at 103% of
par. This was somewhat offset by an increase in borrowing base
availability on the company's amended asset-based revolving credit
facility (ABL) facility. The company amended its $250 million ABL
facility in October 2013, increasing the size to $300 million,
modestly reducing the interest rate and extending the maturity to
2017 from 2015. The maturity date will be extended by one year to
October 2018 if the senior notes are redeemed.

Atkore is expected to establish a $420 million senior secured
first lien term loan with a 7 year term and a $250 million senior
secured second lien term loan with a 7.5 year term. Moody's
assigned a B3 rating to the first lien credit facility since it
will benefit from a second priority interest in all of the current
assets and a first priority security interest in all of the other
assets of Atkore International, Inc., including subsidiary stock
of Atkore and its guarantors. The $300 million ABL facility will
maintain its first priority interest in the company's current
assets. The second lien term loan will have a third priority
interest in all of the current assets and a second priority
interest in all other assets. Moody's assigned a Caa2 rating to
the second lien term loan, which is two notches below the first
lien term loan due to its priority status below the $300 million
ABL and the $420 million first lien term loan. Therefore, the
collateral for the second lien term loan is seen as weak and it is
our expectation that the second lien term loan lenders would
receive a low level of recovery in the event of a default.

The negative outlook reflects Atkore's recent weak operating
results and deteriorating credit metrics and the increase in
leverage that would occur as part of the proposed
recapitalization. It also reflects our expectation that end market
conditions, including a gradual improvement in nonresidential
construction activity, will not allow for a more substantial
improvement in operating results and credit metrics in the near
term. The outlook could return to stable if market conditions and
operating results improve substantially and the company utilizes
its free cash to reduce debt, which leads to enhanced credit
metrics.

Upward rating movement is unlikely over the near term given the
recent soft operating results, weak interest coverage and low
level of operating cash flow as a percent of the company's
outstanding debt. However, the rating could be raised if operating
cash flow is sustained above 12% of outstanding debt, the EBIT
margin exceeds 5%, leverage as measured by the Debt/EBITDA ratio
is sustained at less than 5.0x and adequate liquidity is
maintained.

Atkore's rating could be lowered if EBIT/interest is sustained
below 1.0x, the EBIT margin declines to less than 2% on a
sustained basis, Debt/EBITDA continues to exceed 5.5x or if there
is a material contraction in liquidity.

The principal methodology used in rating Atkore International 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.

Atkore International, Inc., headquartered in Harvey, Illinois is a
manufacturer of products that deploy, isolate, and protect a
structure's electrical circuitry from curb-to-outlet in non-
residential construction infrastructure, including steel and PVC
electrical conduit, armored and metal-clad cable and metal framing
and support structures such as cable trays, ladders and wire
baskets. Atkore's revenues for the trailing 12 months ended
December 27, 2013 were approximately $1.5 billion. Atkore
International, Inc. (Atkore) is a wholly owned subsidiary of
Atkore International Holdings Inc., which in turn is 100% owned by
Atkore International Group Inc. Clayton Dubilier & Rice LLC (CD&R)
has a 57% ownership interest (on an as-converted fully diluted
basis) in Atkore International Group Inc. through the ownership of
cumulative convertible preferred stock. Tyco International holds a
37% ownership interest.


BAY AREA FIN'L: Court Okays Protocol for Settling Certain Loans
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
approved, on a final basis, Bay Area Financial Corporation's
compromise and settlement of promissory notes in the ordinary
course of business.

The Debtor will have the authority under Federal Rule of
Bankruptcy Procedure 9019(b) to compromise and settle any and all
loans that meet certain criteria, in its absolute and sole
discretion, without further Bankruptcy Court approval and without
further notice, as:

     -- For those loans where the borrower is seeking a reduction
        in the outstanding payoff amount, a reduction of the loan
        amount by no more than 20% including principal and
        interest.

     -- For those loans that are to remain in place, and the
        borrower cannot make the payments required under the
        terms of the loan agreement, a reduction in the interest
        rate of not more than 4%.

     -- For the those loans that are due and the term has
        expired, the right to enter into a forbearance
        agreement pursuant to which the Debtor agrees not to
        commence foreclosure proceedings against the borrower
        for a period not to exceed 18 months.

As reported in the Troubled Company Reporter on Dec. 17, 2013, the
Debtor negotiated prior to the Petition Date, a compromise of
one of its secured real estate loans.  The loan is secured by real
property owned by the Debtor.  Escrow for the sale of that real
property was set to close between Dec. 13 and 17, 2013.  The sale
of the real property collateral would result in the payment to the
estate of approximately $678,554.  The $28,554 represents a
negotiated reduction in the accrued interest of roughly 50%.

However, the closing of the sale will avoid the Debtor incurring
foreclosure costs, costs of maintaining the real estate owned, as
well as payment of $275,000 in delinquent taxes. Delaying the sale
from the currently scheduled closing date imposes a substantial
risk with potentially adverse consequences to the estate, the
Debtor states.

By the motion, the Debtor seeks approval from the Court for it to
compromise the accrued interest for its outstanding loan so as to
enable escrow to timely close, which compromise is consistent with
the Debtor's prepetition ordinary course business practices.

The Debtor also seeks authority to establish procedures for the
entry of compromise agreements regarding certain promissory notes
that are assets of the bankrupt estate.

Creditors Larry and Linda Sacks, in their capacity as trustees of
the Sacks Family Trust, have said the Sacks Trust does not object
to the proposed compromise of the promissory note, but ask that
future compromises should at least require some "negative notice"
to any official committee of unsecured creditors to review the
basis for the compromise.  The Sacks are represented by Richard W.
Brunette, Esq. -- rbrunette@sheppardmullin.com -- at Sheppard,
Mullin, Richter & Hampton LLP, in Los Angeles, California.

                  About Bay Area Financial

Bay Area Financial Corp., a consumer finance company, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D.
Cal. Case No. 13-38974) on Dec. 9, 2013.  The case is assigned to
Judge Thomas B. Donovan.

The Debtor is represented by Sandford L. Frey, Esq., and Stuart I.
Koenig, Esq., at Creim Macias Koenig & Frey LLP, in Los Angeles,
California.

Cash on entering Chapter 11 was about $1.4 million, to be
supplemented by almost $700,000 from an upcoming property
disposition.  There is no secured debt, although $141,000 is owing
on a priority tax claim.  The Debtor disclosed $15,248,851 in
assets and $21,239,663 in liabilities as of the Chapter 11 filing.

Peter C. Anderson, the U.S. Trustee for Region 16, appointed five
members to the Official Committee of Unsecured Creditors. Shulman
Hodges & Bastian LLP as general counsel of the Committee.


BAY AREA FIN'L: Has Deal With Committee on Production of Docs
-------------------------------------------------------------
James C. Bastian, Jr., Esq., at Shulman Hodges & Bastian LLP, on
behalf of the Official Committee of Unsecured Creditors in the
Chapter 11 case of Bay Area Financial Corporation, asks the
Bankruptcy Court to approve a stipulation between Debtor and the
Committee for production of documents.

On Feb. 10, 2014, the Committee requested the Debtor to produce
certain documents to the Committee and its counsel. The Debtor
agreed but only if the parties signed a stipulation regarding the
production.

The stipulation provides that, among other things:

   1. the Debtor agrees to turnover and produce these documents
      to the Committee and its counsel:

      a. The Debtor's entire loan file for each of its
         outstanding loans, including but not limited to, all
         promissory notes, deeds of trust, disbursement
         schedules, and wire authorizations.

      b. All closing statements related to each of the Debtor's
         outstanding loans.

      c. All documents related to workout, extension and
         modification agreements related to the Debtor's
         outstanding loans.

      d. Any and all correspondence related to any of the Debtor's
         outstanding loans.

      e. All documents related to the valuation of properties
         which secure the Debtor's outstanding loans, including
         but not limited to appraisals, brokers' opinion of value,
         and sales comparables.

      f. All preliminary title reports, title insurance, or
         property profile reports related to each of the Debtor's
         outstanding loans.

      g. the Debtor's workup documents in determining whether to
         extend each of its outstanding loans.

      h. all documents related to senior liens on any property
         which is also the collateral of the Debtor on any of its
         outstanding loans.

   2. the Committee agrees that the Debtor will not be required to
      turnover any documents which contain nonpublic personally
      identifiable financial information related to any of the
      borrowers on the Debtor's outstanding loans.

   3. the stipulation will not preclude any further request by
      the Committee or agreement by the Debtor for the production
      of documents by the Debtor.

                  About Bay Area Financial

Bay Area Financial Corp., a consumer finance company, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D.
Cal. Case No. 13-38974) on Dec. 9, 2013.  The case is assigned to
Judge Thomas B. Donovan.

The Debtor is represented by Sandford L. Frey, Esq., and Stuart I.
Koenig, Esq., at Creim Macias Koenig & Frey LLP, in Los Angeles,
California.

Cash on entering Chapter 11 was about $1.4 million, to be
supplemented by almost $700,000 from an upcoming property
disposition.  There is no secured debt, although $141,000 is owing
on a priority tax claim.  The Debtor disclosed $15,248,851 in
assets and $21,239,663 in liabilities as of the Chapter 11 filing.

Peter C. Anderson, the U.S. Trustee for Region 16, appointed five
members to the Official Committee of Unsecured Creditors. Shulman
Hodges & Bastian LLP as general counsel of the Committee.


BAY AREA FIN'L: Shulman Hodges Approved as Committee Counsel
------------------------------------------------------------
The Bankruptcy authorized the Official Committee of Unsecured
Creditors in the Chapter 11 case of Bay Area Financial Corporation
to retain Shulman Hodges & Bastian LLP as general counsel nunc pro
tunc Jan. 20, 2014.

As reported in the Troubled Company Reporter on Feb. 3, 2014,
Shulman Hodges is expected to:

   (a) advise the Committee with respect to its rights, powers,
       duties and obligations as the Official Committee of
       creditors holding unsecured claims of the Debtor's
       bankruptcy case;

   (b) prepare pleadings, applications and conduct examinations
       incidental to administration of this case and to protect
       the interests of the unsecured creditors of this Estate;

   (c) advise and represent the Committee in its connection with
       all applications, motions or complaints filed during the
       course of the administration of this case;

   (d) develop the relationship of the Committee with the Debtor
       in this bankruptcy proceeding;

   (e) advise and assist the Committee in presentation of a plan
       of reorganization by the Debtor or other entity pursuant to
       Chapter 11 of the Bankruptcy Code and concerning any and
       all matters relating thereto;

   (f) advise and assist the Committee in providing access to
       information to all unsecured creditors, soliciting and
       receiving comments from unsecured creditors, and to
       disclose any information to unsecured creditors as required
       by the Court in compliance with Bankruptcy Code section
       1102; and

   (g) perform any and all other legal services incident and
       necessary herein for the smooth administration of this
       bankruptcy case.

Shulman Hodges will be paid at these hourly rates:

       Attorneys
       ---------
       Leonard M. Shulman             $550
       Ronald S. Hodges               $550
       James C. Bastian, Jr.          $550
       Mark Bradshaw                  $525
       J. Ronald Ignatuk              $525
       John Mark Jennings             $525
       Gary A. Pemberton              $525
       Michael J. Petersen            $525
       Franklin J. Contreras          $450
       Robert Huttenhoff              $450
       Lynda T. Bui                   $425
       Paul S. Ocampo                 $410
       Samuel J. Romero               $410
       Brian L. Bloom                 $395
       Melissa Davis Lowe             $385
       Kiara W. Gebhart               $370
       Rika M. Kido                   $325
       Ryan O'Dea                     $325
       Heather B. Dillion             $250

       Paralegals
       ----------
       Lorre E. Clapp                 $225
       Pamela G. Little               $225
       Erlanna L. Lohayza             $225
       Patricia A. Britton            $195
       Melanie G. Rodgers             $195
       Steve P. Swartzell             $185
       Anne Marie Vernon              $185
       Tammy Walsworth                $185
       Arland Udo                     $165
       Tonia Mann-Wooten              $150

       Of Counsel
       ----------
       A. Lavar Taylor                $525
       Donald R. Kurtz                $525
       Gregory J. Anderson            $450

Shulman Hodges will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Shulman Hodges has agreed with the Committee that the firm's
hourly rates will be discounted by 15%.  The discount will be
reflected in the firm's professional fee statements served and fee
applications filed with the Court by applying a 15% to the fee
portion of the billing statement.

James C. Bastian, Jr., Esq., partner of Shulman Hodges, 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 Bay Area Financial

Bay Area Financial Corp., a consumer finance company, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D.
Cal. Case No. 13-38974) on Dec. 9, 2013.  The case is assigned to
Judge Thomas B. Donovan.

The Debtor is represented by Sandford L. Frey, Esq., and Stuart I.
Koenig, Esq., at Creim Macias Koenig & Frey LLP, in Los Angeles,
California.

Cash on entering Chapter 11 was about $1.4 million, to be
supplemented by almost $700,000 from an upcoming property
disposition.  There is no secured debt, although $141,000 is owing
on a priority tax claim.  The Debtor disclosed $15,248,851 in
assets and $21,239,663 in liabilities as of the Chapter 11 filing.

Peter C. Anderson, the U.S. Trustee for Region 16, appointed five
members to the Official Committee of Unsecured Creditors.


BAY AREA FIN'L: Keller Williams Willing to Cut Commission
---------------------------------------------------------
Bay Area Financial Corporation has filed papers asking the
Bankruptcy Court to approve amendment to its application to employ
Keller Williams Estate Properties Calabasas as real estate agent
for purposes of marketing and selling the real property located at
5734 Ostin Ave., Woodland Hills, California.

The Debtor said that subsequent to the filing of the application,
the Debtor met with the Official Committee of Unsecured Creditors
regarding the retention of the agent.  Based on the discussions
with the Committee, the agent has agreed to reduce the percentage
of her commission to 4% in the event the buyer does not have its
own agent on the sales transaction.  If there is an agent
representing the buyer, the commission will remain at 5%.

A copy of the amendment is available for free at:

   http://bankrupt.com/misc/BAYAREA_48_42_debtor_kelleramended.pdf

As reported in the Troubled Company Reporter on Feb. 3, 2014, the
Debtor filed its original motion to employ Lisa Gutman of Keller
Williams Estates Properties Calabasas as agent.

The Debtor wants Keller Williams to be under the exclusive
authorization and right to sell the Debtor's property located at
5734 Ostin Ave, Woodland Hills, California 91367.

The Debtor required Keller Williams to:

   (a) order, analyze and prepare the documentation necessary to
       place the subject Property in proper position to be listed
       and advertised for sale;

   (b) list the Property with the most propitious listing services
       available, responding to inquiries of purchase, and
       soliciting reasonable offers for purchase;

   (c) convey all reasonable offers of purchase to the Debtor,
       subject to the Debtor's approval, and confirm acceptance of
       the best offer; and

   (d) cause to be prepared on behalf of the Debtor and submitted
       to escrow, any and all documents requiring the endorsement
       of the Debtor to consummate a sale of the Property.

Keller Williams agreed to be employed on commission basis, with
commission not to exceed, collectively, 5 percent of the gross
selling price of the property, or such other compensation as fixed
by the Court upon notice and a hearing.  The period of employment
of agents will not exceed 6 months.

Ms. Gutman assured the Court that Keller Williams 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 Bay Area Financial

Bay Area Financial Corp., a consumer finance company, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D.
Cal. Case No. 13-38974) on Dec. 9, 2013.  The case is assigned to
Judge Thomas B. Donovan.

The Debtor is represented by Sandford L. Frey, Esq., and Stuart I.
Koenig, Esq., at Creim Macias Koenig & Frey LLP, in Los Angeles,
California.

Cash on entering Chapter 11 was about $1.4 million, to be
supplemented by almost $700,000 from an upcoming property
disposition.  There is no secured debt, although $141,000 is owing
on a priority tax claim.  The Debtor disclosed $15,248,851 in
assets and $21,239,663 in liabilities as of the Chapter 11 filing.

Peter C. Anderson, the U.S. Trustee for Region 16, appointed five
members to the Official Committee of Unsecured Creditors. Shulman
Hodges & Bastian LLP as general counsel of the Committee.


BEST UNION: Final Decree Order Issued
-------------------------------------
Judge Peter H. Carroll of the U.S. Bankruptcy Court Central
District of California on March 6, 2014, issued an order granting
the motion for final decree filed in the Chapter 11 case of The
Best Union, LLC.

Prior to granting the motion for final decree, Judge Carroll
denied the Debtor's motion to effectuate a plan option for it to
return real property located at 2934 E. Garvey Avenue South, in
West Covina, California, to Bank of China, a secured creditor in
the Debtor's Chapter 11 case, and sustained Bank of China's
opposition to the Debtor's motion.  The Debtor intended to return
the property to Bank of China as payment in full of its debt to
the bank.

                      About The Best Union

West Covina, California-based, The Best Union, LLC, owns
properties in West Covina and Fresno, California.  Bank of China
and SPCP Group V, LLC, have secured claims of $5.888 million and
$2.255 million, respectively.  The West Covina property generated
income of $752,000 last year.  The Fresno property generated
income of $251,000 in 2011.

The Company filed for Chapter 11 protection (Bankr. C.D. Cal.
Case No. 12-32503) on June 28, 2012.  Bankruptcy Judge Peter
Carroll presides over the case.  Mufthiha Sabaratnam, Esq., at
Sabaratnam and Associates, represents the Debtor in its
restructuring effort.  The Debtor disclosed assets of $11,431,364,
and liabilities of $9,195,179 in its schedules.  The petition was
signed by James Lee, manager.


BOX SHIPS: In Compliance with Covenants as of Dec. 31, 2013
-----------------------------------------------------------
Box Ships Inc. disclosed that as of Dec. 31, 2013, the Company was
in compliance with all of the covenants contained in its loan
agreements, as amended to give effect to the waivers it was
granted during the second and third quarter of 2013.

As of Dec. 31, 2013, had the waivers not been granted, the Company
would not have been in compliance with certain of its financial
covenants and security cover ratios contained in the loan
agreements.  The waivers are due to expire during 2014, commencing
on January 1, 2014, and in accordance with U.S. GAAP, unless the
waivers are extended for a period of more than one year after the
balance sheet date or the loans are refinanced prior to the
issuance of the consolidated financial statements, the Company's
total debt is required to be presented as current even though it
was in compliance as of December 31, 2013.

In addition, the Company has no borrowing capacity under its
existing loan facilities and no capital commitments.  The Company
anticipates that its current financial resources, together with
cash generated from operations will be sufficient to fund the
operations of its current fleet, including its working capital
requirements, for the next 12 months, assuming that the debt will
not be accelerated by its lenders.

The Company reported its results for the fourth quarter and year
ended December 31, 2013.

A copy of the Company's earnings release for the fourth quarter
and year ended December 31, 2013 is available for free at:

                        http://is.gd/Lr23Op

Box Ships Inc. is an Athens, Greece-based international shipping
company specializing in the transportation of containers.  The
Company's current fleet consists of nine containerships with a
total carrying capacity of 43,925 TEU and a TEU weighted average
age of 8.2 years.  The Company's shares trade on the New York
Stock Exchange under the symbol "TEU."


BROWN LUMBER: Atlas Partners Affiliate Invests in Secured Debt
--------------------------------------------------------------
An affiliate of Atlas Partners has participated in a venture that
purchased the senior secured and the junior mortgage/mezzanine
loans and liens against Brown Lumber, Inc. in order to maximize
the value of the company and its assets.

Special Opportunity Value Fund, LP also participated in the
transaction.

                       About Atlas Partners

Atlas Partners -- http://www.atlaspartners.com/-- is a real
estate consulting firm that specializes in working with operating
businesses and their lenders and advisors.

                       About Brown Lumber

Brown Lumber -- http://www.brownlumberco.net/-- is located on 10
acres of land in beautiful Columbiana, AL. Since 1950, Brown
Lumber has been providing top quality materials, knowledgeable
assistance, prompt delivery, and competitive prices to the home
building industry in the greater Shelby and Jefferson county
areas.


BROWNSVILLE MD: Asks for Plan Exclusivity Until April 3
-------------------------------------------------------
Brownsville MD Ventures, LLC asked U.S. Bankruptcy Judge Richard
Schmidt to extend the period of time during which the company may
solicit votes and seek confirmation of its proposed plan to exit
Chapter 11 protection.

The company proposed to extend its exclusive right to solicit
votes and seek confirmation of the plan to April 3.

Brownsville MD on Nov. 22 filed a restructuring plan, which
proposes to sell its real property in Brownsville, Texas.  The net
sale proceeds will be used to pay claims of creditors, including
the claims of Cameron County and Pineda Grantor Trust II.

The plan contemplates either a sale of the property by Dec. 31, or
if it isn't sold within this year, by tendering the property to
Pineda Grantor Trust II free and clear of all liens, claims and
encumbrances except for the lien of Cameron County.

                   About Brownsville MD Ventures

Brownsville MD Ventures, LLC, was formed in 2004 for the purpose
of acquiring real property and improvements in Brownsville, Texas.
The company leased the property to Brownsville Doctors Hospital,
LLC, which operated a hospital on the premises.  The tenant has
ceased operations, and the property has been vacant since August
2012.

Brownsville MD Ventures filed a Chapter 11 petition (Bankr. S.D.
Tex. Case No. 13-10341) on Aug. 26, 2013, in Brownsville, Texas.
Chester Gonzalez, the managing member and the chairman of the
board of managers, signed the bankruptcy petition.

The Debtor disclosed $24 million in assets and $14.7 million in
liabilities in its schedules.

The Debtor's property was appraised by Compass Bank in July 2011
with a fair market value in excess of $20,000,000.  Pineda Grantor
Trust II, as assignee of Compass Bank (which provided a loan to
finance the acquisition of the property), is the secured lender.

Kell Corrigan Mercer, Esq., at Husch Blackwell, LLP, in Austin,
Texas, serves as the Debtor's counsel.  The Debtor tapped The
Rentfro Law Firm PLLC as special counsel to provide legal advice
regarding business matters.

Judge Richard S. Schmidt presides over the case.


BROWNSVILLE MD: Can Use Cash Collateral Until April 1
-----------------------------------------------------
U.S. Bankruptcy Judge Richard Schmidt signed off on a fifth agreed
order authorizing Brownsville MD Ventures LLC to use cash
collateral on an interim basis, pending a final hearing to be held
on April 1, at 10:00 a.m.

The court order authorizes Brownsville MD to use cash collateral
to pay these expenses: (i) monthly utility invoices estimated at
$16,000; (ii) monthly payment of $500 for lawn maintenance
services for the company's real property; (iii) payment of the
part-time employees' salary; and (iv) $1,573 air conditioning
repair services.

Pineda is granted adequate protection in the form of a replacement
lien.

The agreed order was proposed by:

         Kell C. Mercer, Esq.
         Sam Chang, Esq.
         HUSCH BLACKWELL LLP
         111 Congress Avenue, Suite 1400
         Austin, TX 78701
         Tel: (512) 472-5456
         Fax: (512) 226-7324
         E-mail: kell.mercer@huschblackwell.com
                sam.chang@huschblackwell.com

                  - and -

         Ronald A. Simank, Esq.
         SCHAUER & SIMANK, P.C.
         615 North Upper Broadway, Suite 700
         Corpus Christi, TX 78401
         Tel: (361) 884-2800
         Fax: (361) 884-2822
         E-mail: rsimank@cctxlaw.com

                   About Brownsville MD Ventures

Brownsville MD Ventures, LLC, was formed in 2004 for the purpose
of acquiring real property and improvements in Brownsville, Texas.
The company leased the property to Brownsville Doctors Hospital,
LLC, which operated a hospital on the premises.  The tenant has
ceased operations, and the property has been vacant since August
2012.

Brownsville MD Ventures filed a Chapter 11 petition (Bankr. S.D.
Tex. Case No. 13-10341) on Aug. 26, 2013, in Brownsville, Texas.
Chester Gonzalez, the managing member and the chairman of the
board of managers, signed the bankruptcy petition.

The Debtor disclosed $24 million in assets and $14.7 million in
liabilities in its schedules.

The Debtor's property was appraised by Compass Bank in July 2011
with a fair market value in excess of $20,000,000.  Pineda Grantor
Trust II, as assignee of Compass Bank (which provided a loan to
finance the acquisition of the property), is the secured lender.

Kell Corrigan Mercer, Esq., at Husch Blackwell, LLP, in Austin,
Texas, serves as the Debtor's counsel.  The Debtor tapped The
Rentfro Law Firm PLLC as special counsel to provide legal advice
regarding business matters.

Judge Richard S. Schmidt presides over the case.


CAMCO FINANCIAL: Common Stock Delisted From NYSE
------------------------------------------------
The NASDAQ Stock Market LLC filed a Form 25 with the U.S.
Securities and Exchange Commission to remove from listing or
registration the common stock of Camco financial Corp under
Section 12(b) of the Securities Exchange Act of 1934.

                       About Camco Financial

Cambridge, Ohio-based Camco Financial Corporation is a bank
holding company that was organized under Delaware law in 1970.
Camco is engaged in the financial services business in Ohio,
Kentucky and West Virginia, through its wholly-owned subsidiary,
Advantage Bank, an Ohio bank.  On March 31, 2011, Camco divested
activities related to Camco Title Agency and decertified as a
financial holding company.  Camco remains a bank holding company
and continues to be regulated by the Federal Reserve Board.

Plante & Moran PLLC, in Auburn Hills, Michigan, in their report on
the consolidated financial statements for the year ended Dec. 31,
2012, noted that the Corporation's bank subsidiary is not in
compliance with revised minimum regulatory capital requirements
under a formal regulatory agreement with the banking regulators,
and that failure to comply with the regulatory agreement may
result in additional regulatory enforcement actions.

Camco's wholly-owned subsidiary Advantage Bank's Tier 1 capital
does not meet the requirements set forth in the 2012 Consent
Order.  As a result, the Corporation will need to increase capital
levels.

Camco Financial reported net earnings of $7.83 million on $27.91
million of total interest income for the 12 months ended
Dec. 31, 2013, as compared with net earnings of $4.16 million on
$31.62 million of total interest income for the 12 months ended
Dec. 31, 2012.

As of Dec. 31, 2013, the Company had $774.38 million in total
assets, $704.13 million in total liabilities and $70.24 million in
stockholders' equity.


CELL THERAPEUTICS: Had $44.8MM Est. Financial Standing at Jan. 31
-----------------------------------------------------------------
Cell Therapeutics, Inc., reported total estimated and unaudited
net financial standing of $44.8 million as of Jan. 31, 2014.
The total estimated and unaudited net financial standing of CTI
Consolidated Group as of Jan. 31, 2014, was $46 million.

CTI Parent Company trade payables outstanding for greater than 30
days were approximately $2.4 million as of Jan. 31, 2014.

CTI Consolidated Group trade payables outstanding for greater than
30 days were approximately $2.6 million as of Jan. 31, 2014.

During January 2014, there were solicitations for payment only
within the ordinary course of business and there were no
injunctions or suspensions of supply relationships that affected
the course of normal business.

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

                         http://is.gd/oc2bFW

                      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.


CERTIFIED HR: Rejection of Claim Against Insurer Affirmed
---------------------------------------------------------
The Court of Appeals of Washington, Division One, affirmed a
superior court's ruling that Insurance Commissioner Mike Kreidler,
as Receiver of Cascade National Insurance Company, acted lawfully
in denying the claim of James Feltman, as trustee of the Estate of
the bankrupt Certified HR Services, Inc., as assignee of causes of
action from the insolvent Midwest Merger Management, Inc., that
Cascade owes $4.3 million to Midwest and, hence, to Certified.

"In affirming the superior court's decision, we hold both that the
court did not abuse its discretion by confirming the Receiver's
determination that the Trustee failed to prove his fraudulent
transfer claim and that the court did not abuse its discretion in
denying the Trustee's motion for discovery," the Appeals Court
said in a March 10, 2014 Opinion available at http://is.gd/72vcWa
from Leagle.com.

Cascade operated as a domestic stock insurance company in
Washington, and had a history of financial difficulties that
prompted increased scrutiny from the Office of the Insurance
Commissioner.  On Nov. 30, 2004, after notifying Cascade three
times that it needed to cure a deficiency in its capital and
surplus, the OIC obtained a superior court order appointing Mr.
Kreidler, the Insurance Commissioner, as Receiver for the purpose
of seizing Cascade.  The court placed Cascade into receivership
due both to Cascade's fragile financial condition and to
questionable transactions between Cascade and Midwest. After
spending nearly one year trying to rehabilitate Cascade, the
Receiver petitioned the court for and obtained an order allowing
it to liquidate Cascade.

Mr. Feltman is the Chapter 11 Trustee for the Estate of Certified
HR Services, Inc. in a bankruptcy case pending in the United
States Bankruptcy Court for the Southern District of Florida.

Headquartered in Ft. Lauderdale, Florida, Certified HR Services
filed a voluntary Chapter 11 petition (Bankr. S.D. Fla. Case No.
05-22912) on May 12, 2005.  Thomas R. Lehman, Esq., at Miami
Florida, represented the Debtor as counsel.

In 2006, the Trustee, on behalf of Certified, entered into a
settlement agreement with Midwest, which transferred and assigned
to Certified all of Midwest's claims against Cascade.

The case is, MIKE KREIDLER, Insurance Commissioner, Respondent, v.
CASCADE NATIONAL INSURANCE COMPANY, Respondent, and JAMES S.
FELTMAN, Chapter 11 Trustee for the Estate of Certified HR
Services, Inc., Appellant, No. 71063-0-I (Wash. App.).

Counsel for Mr. Feltman:

     Christopher Mark Alston, Esq.
     Jason R. Donovan, Esq.
     FOSTER PEPPER PLLC
     1111 3rd Ave Fl 34
     Seattle, WA, 98101-3292
     E-mail: alstc@foster.com

Counsel for Mr. Kreidler:

     Marta Uballe Deleon, Esq.
     Office of the Attorney General
     Po Box 40100
     Olympia, WA, 98504-0100

         - and -

     Victoria Lynn Vreeland, Esq.
     Vreeland Law
     500 108th Ave Ne Ste 740
     Bellevue, WA, 98004-5544


CONSTAR INTERNATIONAL: Panel Hires Brown Rudnick as Co-Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Constar
International Holdings LLC and its debtor-affiliates seeks
authorization from the U.S. Bankruptcy Court for the District of
Delaware to retain Brown Rudnick LLP as co-counsel to the
Committee, nunc pro tunc to Jan. 6, 2014.

The Committee requires Brown Rudnick to:

   (a) assist and advise the Committee in its discussions with the
       Debtors and other parties-in-interest regarding the overall
       administration of these Chapter 11 cases;

   (b) represent the Committee at hearings to be held before this
       Court and communicate with the Committee regarding the
       matters heard and the issues raised as well as the
       decisions and considerations of this Court;

   (c) assist and advise the Committee in its examination and
       analysis of the conduct of the Debtors' affairs;

   (d) review and analyze pleadings, orders, schedules, and other
       documents filed and to be filed with this Court by parties-
       in-interest in these cases; advising the Committee as to
       the necessity, propriety, and impact of the foregoing upon
       the Debtors' Chapter 11 cases; and consenting or objecting
       to pleadings or orders on behalf of the Committee, as
       appropriate;

   (e) assist the Committee in preparing such applications,
       motions, memoranda, proposed orders, and other pleadings as
       may be required in support of positions taken by the
       Committee, including all trial preparation as may be
       necessary;

   (f) conferring with the professionals, retained by the Debtors
       and other parties-in-interest, as well as with such other
       professionals as may be selected and employed by the
       Committee;

   (g) coordinate the receipt and dissemination of information
       prepared by and received from the Debtors' professionals,
       as well as such information as may be received from
       professionals engaged by the Committee or other parties-in-
       interest in these cases;

   (h) participate in examinations of the Debtors and other
       witnesses as may be necessary in order to analyze and
       determine, among other things, the Debtors' assets and
       financial condition, whether the Debtors have made any
       avoidable transfers of property, and whether causes of
       action exist on behalf of the Debtors' estates;

   (i) negotiate and formulate a plan of reorganization for the
       Debtors or other resolution of these Chapter 11 cases; and

   (j) assist the Committee generally in performing other services
       as may be desirable or required for the discharge of the
       Committee's duties pursuant to Bankruptcy Code Section
       1103.

Brown Rudnick will be paid at these hourly rates:

       H. Jeffrey Schwartz           $1,185
       James W. Stoll                $1,010
       Bennett S. Silverberg         $835
       Attorneys                  $355-$1,190
       Paraprofessional           $310-$370

Brown Rudnick will also be reimbursed for reasonable out-of-pocket
expenses incurred.

H. Jeffrey Schwartz, member of Brown Rudnick, 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.

Brown Rudnick can be reached at:

       H. Jeffrey Schwartz, Esq.
       BROWN RUDNICK LLP
       Seven Times Square
       New York, NY 10036
       Tel: +1 (212) 209-4954
       Fax: +1 (212) 938-2909
       E-mail: jschwartz@brownrudnick.com

                    About Constar International

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

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

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

Judge Christopher S. Sontchi oversees the 2013 case.

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

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

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

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

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


COOPER-BOOTH: Files Joint Disclosure Statement in Support of Plan
-----------------------------------------------------------------
Cooper-Booth Wholesale Company, L.P., and its affiliates filed a
joint disclosure statement in respect of its plan of
reorganization dated Feb. 28, 2014.

The Plan provides for the reorganization of the Debtors and their
continued existence after the Effective Date as Reorganized
Debtors.  The Plan provides for the payment of 100% of the Allowed
Claims in each Class.  The funds to make the Distributions
required under the Plan will be comprised of cash on hand and the
loan proceeds from an exit financing facility, which is a senior
credit facility in an aggregate amount of $35,000,000 to be
provided by the Exit Financing Lender.  All obligations to the
Exit Financing Lender will be secured by first priority liens on
all of Debtors' assets.

Under the plan for Cooper-Booth Wholesale Company L.P. (CBW), the
Class 1A Claim of PNC Bank will be paid in full on the Effective
Date as provided by the provisions of Class lA.  The present
balance due PNC Bank is approximately $5,464,000.  The Class IB
Claim of Zurich will be paid in full on the Effective Date as
provided by the provisions of Class 1B.  The unpaid aggregate
liability of the CBW Debtor to Zurich will equal the amount paid
by Zurich, with the prior consent of the CBW Debtor, to each
Governmental Unit to satisfy claims for unpaid tax stamps that
were covered by a surety bond issued by Zurich for the benefit of
the CBW Debtor.  The present balance due Zurich is approximately
$7,527,521.  The Class 1C Allowed Priority Non-Tax Claims will be
paid in full on the Effective Date as provided by Class 1C.  At
present the Class 1C Claims are estimated to be zero.  The Class
1D General Unsecured Claims will be paid 100% of their Allowed
Claims plus postpetition interest from the Petition Date to the
Confirmation Date at the Federal Rate.  The Allowed Class 1D
Claims total $4,366,920.  The Class 1E Limited Partner Interests
and the Class IF General Partner Interests will remain unchanged
as of the Petition Date.  Class 1G Intercompany Claims will be
extinguished on the Effective Date.

Under the Joint Plan for Cooper-Booth Transportation Company L.P.
(CBT), Class 2A Allowed Priority Non-Tax Claims will be paid in
full on the Effective Date as provided by Class 2A.  At present
the Class 2A Claims are estimated to be zero.  The Class 2B
General Unsecured Claims will be paid 100% of their Allowed Claims
plus post-petition interest from the Petition Date to the
Confirmation Date at the Federal Rate.  The Class 2B Claims are
estimated to be $133,096.  The Class 2C Limited Partner Interests
and the Class 2D General Partner Interests will remain unchanged
as of the Petition Date.  Class 2E Intercompany Claims shall be
extinguished on the Effective Date.

Under the Joint Plan for Cooper-Booth Management Company L.P.
(CBM), Class 3A Claim of Zurich will be paid in full on the
Effective Date as provided by the provisions of Class 3A.  The
unpaid aggregate liability of the CBW Debtor to Zurich equals the
amount of the Zurich Allowed Class 1B Claim; provided however
Zurich will be entitled to a single recovery on account of these
two claims.  The Class 3B Allowed Priority NonTax Claims will be
paid in full on the Effective Date as provided by Class 3B.  At
present the Class 3B Claims are estimated to be zero.  As of the
Petition Date, there were no Allowed Class 3C Unsecured Claims.

The CBM Debtor is the general partner of both the CBW Debtor and
the CBT Debtor and therefore, has a contingent liability in
connection with (a) the CBW Debtor's obligation to make the
distributions required under Classes 1A, 1B, 1C, and 1D of its
Plan and to pay its Allowed Administrative Claims, Allowed
503(b)(9) Claims and Allowed Priority Tax Claims; and (b) the CBT
Debtor's obligation to make the distributions required under
Classes 2A and 2B of its Plan and to pay its Allowed
Administrative Claims and Allowed Priority Tax Claims.  The CBM
Debtor's contingent liabilities in connection with the obligations
of the CBW Debtor and CBT Debtor will be satisfied as the CBW
Debtor and CBT Debtor make their respective Distributions under
the Plan.  The Class 3D Interest Holders will remain unchanged as
of the Petition Date.  Class 3E Intercompany Claims will be
extinguished on the Effective Date.

Allowed Administrative Claims, Allowed 503(b)(9) Claims and
Allowed Priority Tax Claims are unclassified under the Plan and
will be paid 100%.

The hearing on the disclosure statement is scheduled on April 9,
2014, at 11:00 a.m.

A copy of the joint disclosure statement is available for free at:

               http://ResearchArchives.com/t/s?77c3

                  About Cooper-Booth Wholesale

Cooper-Booth Wholesale Company, L.P. and two affiliates sought
Chapter 11 protection (Bankr. E.D. Pa. Lead Case No. 13-14519) in
Philadelphia on May 21, 2013, after the U.S. government seized the
Company's bank accounts to recover payments made by a large
customer caught smuggling Virginia-stamped cigarettes into New
York.

Serving the mid-Atlantic region, Cooper is one of the top 20
convenience store wholesalers in the country.  Cooper supplies
cigarettes, snacks, beverages and other food items from Hershey's,
Lellogg's, Bic, and Mars to convenience stores.  Cooper has been
in the wholesale distribution business since 1865 when the Booth
Tobacco Company was incorporated in Lancaster, Pennsylvania.  The
Company has been family owned and operated for three generations.

Aris J. Karalis, Esq., and Robert W. Seitzer, Esq., at Maschmeyer
Karalis, P.C., in Philadelphia, serve as the Debtors' bankruptcy
counsel.  Executive Sounding Board Associates, Inc., is the
financial advisor.  SSG Advisors, LLC, serves as investment
bankers.  Blank Rome LLP represents the Debtor in negotiations
with federal agencies concerning the seizure warrant.


CPI INTERNATIONAL: Moody's Affirms B2 CFR & Rates $30MM Debt Ba3
----------------------------------------------------------------
Moody's Investors Service, affirmed CPI International, Inc.'s B2
corporate family rating and B2-PD probability of default rating
and assigned Ba3 ratings to its proposed $30 million senior
secured revolver and $310 million term loan. An SGL-2 speculative
grade liquidity rating, denoting the expectation of a near-term
good liquidity profile, was also assigned. Concurrently, the
rating on the company's existing $215 million senior unsecured
notes was lowered to Caa1 from B3. The proposed senior secured
debt facilities will be used to fund a $175 million dividend to
shareholders and refinance existing bank debt. The ratings outlook
is stable.

The proposed transaction would result in higher interest expense
resulting from the incremental $170 million of funded debt that
would be incurred post the transaction. Pro forma for the
refinancing, CPI's proposed $30 million first lien revolving
credit facility is expected to be undrawn. The Ba3 ratings on the
proposed first lien revolver and term loan reflects their pari
passu priority claim on the company's assets. The downgrade to a
Caa1 rating on the senior unsecured notes is reflective of the
significant increase in the amount of first lien debt above the
notes in the company's debt structure. Moody's expects that the
bank debts will be guaranteed by CPI's existing and any future
significant domestic subsidiaries as well as its parent company,
CPI International Holding Corp.

Ratings assigned:

Proposed $30 million first lien revolving credit facility due
2019, Ba3 (LGD-3, 30%)

Proposed $310 million first lien term loan due 2021, Ba3 (LGD-3,
30%)

SGL-2 Speculative Grade Liquidity Rating

Ratings affirmed:

Corporate family rating at B2

Probability of default rating at B2-PD

Existing $30 million senior secured revolving credit facility due
2016 at Ba2 (LGD-2, 21%)*;

Existing $150 million senior secured term loan due 2017 at Ba2
(LGD-2, 21%)*;

Ratings downgraded:

Existing $215 million first senior unsecured notes due 2018, Caa1
(LGD-5, 83%) from B3 (LGD-5, 75%)

The Ba2 rating on CPI's existing first lien revolver and term
loan will remain LGD-2, 21% pending its repayment as a result of
the proposed refinancing.

These ratings have been assigned subject to Moody's review of
final documentation following completion of the proposed
refinancing. The Ba2 debt instrument ratings on the existing
senior secured revolver and term loan will be withdrawn upon their
repayment/cancellation.

Ratings Rationale

The affirmation of CPI's B2 corporate family rating reflects the
company's elevated leverage for the rating category and small
revenue scale. However, it also considers that the company has a
good track record of deleveraging utilizing relatively consistent
free cash flow generation. Prior to the proposed transaction,
CPI's leverage metrics had improved meaningfully post their early
2011 LBO to 4.7 times for the last twelve months ended January 3,
2014 from approximately 6.5 times. Moody's views the proposed
dividend as reflective of an aggressive financial policy, by
adding incremental debt to fund the sizable dividend relative to
the company's revenue scale. In addition, the proposed transaction
would result in pro forma leverage levels reverting back to the
6.5 times level, high for the B2 rating category.

Partially counterbalancing the aforementioned factors are the
stability provided by over a third of the company's revenue stream
comprised of a recurring base of business, pro forma interest
coverage of 1.5 times and positive free cash flow generation that
more comfortably positions the company in the B2 rating category.

The B2 CFR also considers CPI's business position as a significant
niche manufacturer and distributor of an array of vacuum
electronic devices ("VEDs"), sole-provider contracts on multiple
platforms that create high barriers to entry, substantial
installed defense and commercial base, and large proportion of
recurring replacement part revenues. Furthermore, although almost
half of the company's business is to the defense and military
communications market, the company is diversified by end-market
with commercial communications and the medical businesses
comprising a meaningful portion of the remaining revenues. Also,
one third of the company's sales are generated abroad. A long-term
constraint to the ratings is the company's elevated leverage for
the rating category and the willingness to incur debt to fund
dividends.

The company's SGL-2 rating is based on the expectation that the
company will maintain a good liquidity profile over the next
twelve to eighteen months. The company typically maintains cash
balances well in excess of minimum day-to-day requirements however
the proposed transaction is expected to utilize $19.5 million of
cash from the balance sheet. The generation of relatively
consistent annual free cash flow generation makes it unlikely that
the company will utilize its proposed $30 million revolving credit
facility over the next year. Free cash flow could be negative on a
quarterly basis due to the timing of bond interest payments and
working capital needs. However, the combination of cash balances
and annual free cash flow generation should be more than adequate
to meet capital expenditure requirements, working capital changes
and semi-annual bond interest payments. We also anticipate CPI
will be compliant with the proposed springing maximum leverage
covenant under its revolver over the next twelve months.


The stable rating outlook anticipates modest improvement in
operating performance combined with positive free cash flow
generation used to pay down elevated debt levels to below the 6.0x
range over the next twelve to eighteen months, the recurring
nature of revenues for a portion of the company's business and the
expectation of maintenance of a good liquidity profile.

The ratings could be downgraded if there is a meaningful revenue
decline or change in government spending patterns causes
profitability to deteriorate such that debt to EBITDA exceeds 6.5
times on a sustained basis, or if liquidity weakens. Shareholder
friendly activities and/or leveraging acquisitions could also
pressure the ratings.

Although not anticipated over the intermediate term, upward rating
momentum would depend on whether CPI organically grows its revenue
and earnings, or repays debt, such that debt to EBITDA improves to
and is sustained below 4.5 times and free cash flow-to-debt is
well above 5.0%.

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

CPI International Holding Corp. is the parent company of CPI
International, Inc. (collectively referred to as "CPI"), a leading
manufacturer and distributor of vacuum electron devices and
related equipment for defense and commercial applications
requiring high power and/or high frequency energy generation.
Sales for the last twelve months ended January 3, 2014 totaled
$446 million. CPI is majority-owned by the private equity firm
Veritas Capital.


CHIQUITA BRANDS: Moody's Changes Ratings Outlook to Developing
--------------------------------------------------------------
Moody's Investors Service changed Chiquita Brands International
Inc.'s outlook to developing following the company's announcement
that it will combine with Ireland-based tropical fruit distributor
Fyffes, PLC in a stock-for-stock transaction. Upon closing the
combined company will be known as ChiquitaFyffes and is expected
have revenues of approximately $4.6 billion. All other ratings
were affirmed, including the company's Corporate Family Rating
("CFR") of B2 and its liquidity rating of SGL-3.

The company said that the transaction, which is subject to
approval by Fyffes and Chiquita shareholders and regulatory
approvals, is expected to close before the end of 2014. Upon
closing, Chiquita shareholders are expected to own approximately
50.7% of the combined company and Fyffes shareholders will own
approximately 49.3%.

The developing outlook reflects the uncertainty surrounding pro
forma credit metrics, the scope of achievable synergies and the
company's capital structure following the merger, including the
relative position of its $425 million senior secured notes due
2021 issued at Chiquita Brands, LLC within the ChiquitaFyffes
corporate structure.

The following ratings are affirmed:

Chiquita Brands International Inc.:

Corporate Family Rating at B2

Probability of Default Rating at B2-PD;

Chiquita Brands LLC:

$425 million senior secured notes due 2021 at B1 (LGD3, 37%);

Speculative Grade Liquidity Rating ag SGL-3

The outlook is developing.

Rating Rationale

The affirmation of the B2 CFR reflects the expected strategic
benefits of the combined Chiquita and Fyffes operations, including
improved scale and expanded sourcing ability. Based on very
limited disclosure by the companies, Moody's believes that it is
likely that pro forma credit metrics will remain appropriate for
the rating category. These considerations are partially offset by
the increased concentration the combined company is expected to
have in bananas (which is subject to considerable commodity price
volatility), along with the inherent integration risk of a cross-
Atlantic merger of this size. The B2 rating also reflects the
company's vulnerability to sharp performance fluctuations due to
the commodity-like nature of its banana and value added salad
products as well as external factors including fuel prices,
weather, crop infestation, currency exchange rates and local
government policies.

The SGL-3 speculative grade liquidity rating reflects Moody's
expectation that Chiquita will maintain an adequate liquidity
profile over the next twelve months, including access to its $150
million ABL (subject to borrowing base limitations), which also
benefits from a covenant-lite structure.

The developing outlook reflects the uncertainty regarding details
of the company's pro forma capital structure, credit metrics and
corporate organization following its announced merger with Dublin-
based fruit distributor Fyffes. While the combined company is
expected to have improved scale and geographic diversity, and may
provide some opportunity for modest delevering, any improvement in
credit metrics would be considered within the context of the pro
forma capital structure, corporate organization and business
profile of the combined companies.

The ratings could be upgraded if Chiquita is able to sustain
leverage, as measured by Moody's adjusted debt-to-EBITDA, below
4.0 times while maintaining at least an adequate liquidity
profile. In addition, Moody's would expect interest coverage, as
measured by Moody's adjusted EBITA-to-interest, to approach 2.0
times. Alternatively, the ratings could be downgraded if Chiquita
fails to maintain strong liquidity, given the inherent volatility
of its operations. The ratings could also be downgraded if
Chiquita's performance deteriorates and Moody's adjusted debt-to-
EBITDA is sustained above 6.0 times for several quarters, or if
EBITA-to-interest falls below 0.5 times. In addition, if there
were to be a material litigation-related event the ratings could
be downgraded or placed on review for downgrade.

The principal methodology used in this rating was the Global
Protein and Agriculture Industry Methodology published in May
2013. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Chiquita Brands International, Inc, based in Charlotte, North
Carolina, is a leading international marketer and distributor of
bananas and other fresh produce in over 70 countries and a
producer of packaged salads under the Fresh Express brand name
primarily in the United States. Total sales for the twelve month
period ended September 30, 2013 were nearly $3.05 billion.


DOWLING COLLEGE: Moody's Cuts Bond Rating to Ca; Outlook Negative
-----------------------------------------------------------------
Moody's Investors Service has downgraded Dowling College's bond
rating to Ca from Caa1, affecting $3.9 million of Series 1996
fixed rate revenue bonds issued by Suffolk County Industrial
Development Agency and $9.2 million of Series 2002 fixed rate
revenue bonds issued by the Town of Brookhaven Industrial
Development Agency. The rating outlook remains negative.

Summary Rating Rationale

The rating downgrade to Ca reflects the magnitude of Dowling's
financial challenges as well as the higher probability of default
and expectation of impairment in the event of default. The rating
action incorporates the continued weakening of the college's
financial viability due to unsustainable enrollment declines
affecting the largest source (over 90%) of its revenues.
Enrollment in Fall 2013 was down 45% from five years ago.
Operating cash flow is weak and debt service coverage ratio has
been variable. Dowling has limited liquidity and liquidity is
expected to decline further in FY2014 due to a fall 2013
enrollment decline which will pressure the operating performance.
Rated debt is effectively subordinate to the Series 2006 bonds,
leading to our expectation of impairment for the Series 1996 and
Series 2002 bondholders in the event of default.

The maintenance of the negative rating outlook reflects our
expectation that Dowling's financial performance in FY 2014 will
remain challenged especially in the near term, driven by a 20%
enrollment decline in Fall 2013, which will further stress
liquidity and financial flexibility.

Challenges

-- Severe and ongoing declines in enrollment will challenge the
    college's ability to restore financial stability. Fall 2013
    enrollment of 2,438 FTE (full time equivalent) was down 20%
    from Fall 2012 and total enrollment has declined 45% from
    fall 2009 enrollment of 4,435 FTE.

-- Operating cash flow is thin and has been variable. Moody's
    anticipates decline in FY2014 operating performance which
    will lead to a further reduction in the College's already
    limited liquidity.

-- Monthly liquidity of just over $4 million at the end of
    FY2013 covered only 30 days of operating expenses, and the
    college currently has no access to external sources of
    liquidity to manage ongoing operational challenges.

-- The college's operating and financial leverage are high.
    Expendable financial resources covered the $55 million of
    outstanding debt by just 0.14 times in FY 2013. With a 25%
    decline in operating revenues over the past five years, debt
    outstanding is nearly equivalent to total operations and debt
    service consumes an increasing portion of the college's
    budget, over 8% in FY2013.

Strengths

-- Debt service reserve fund remains fully funded at $4.4
    million in FY 2013.

-- The college reports no major capital or debt plans in the
    near term.

Outlook

The negative outlook reflects expected further enrollment
declines, making a return to financial stability difficult. The
college has no financial flexibility to meet unexpected challenges
which increases the likelihood of payment default.

What Could Make The Rating Go Up

Improved chances of recovery for either series of bonds could
result in an upgrade. Over the long term, an upgrade and/or stable
outlook would be dependent on significant and sustained
improvement in financial performance, material growth in
liquidity, and stabilization of enrollments to demonstrate long-
term viability.

What Could Make The Rating Go Down

Downward pressure could result from a debt restructuring, debt
acceleration, payment default or bankruptcy filing.

Methodology

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


DUBAYA LLC: Case Summary & 7 Unsecured Creditors
------------------------------------------------
Debtor: Dubaya, LLC
           dba Total Fitness Health Club & Spa
        816 Bayshore Dr.
        Tarpon Springs, FL 34689

Case No.: 14-02651

Chapter 11 Petition Date: March 11, 2014

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

Debtor's Counsel: Peter Jackie Muchunas, Esq.
                  MCINTYRE PANZARELLA THANASIDES
                  6943 East Fowler Avenue
                  Temple Terrace, FL 33617
                  Tel: (813) 899-6059
                  Fax: (813) 899-6069
                  Email: peter@mcintyrefirm.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

A list of the Debtor's seven largest unsecured creditors is
available for free at http://bankrupt.com/misc/flmb14-2651.pdf


EDISON MISSION: Bankruptcy Court Approves Plan of Reorganization
----------------------------------------------------------------
On March 11 Edison Mission Energy's Plan of Reorganization was
approved by the U.S. Bankruptcy Court.  Edison International says
the approved Plan incorporates the Settlement Agreement reached on
February 18, 2014, between EME, Edison International, and certain
of EME's creditors.  This approval will allow the Settlement, as
well as the planned sale of substantially all of EME's assets and
stock of subsidiaries to NRG Energy, Inc., to be implemented.

Under the Plan of Reorganization and consistent with the
Settlement Agreement, EME will emerge from bankruptcy free of
liabilities and remain a subsidiary of Edison International.  All
assets and liabilities of EME that are not otherwise discharged in
the bankruptcy or sold to NRG Energy, Inc. will be transferred to
a newly-formed trust under the control of EME's creditors, other
than certain income tax and pension related liabilities being
assumed by Edison International under the Settlement Agreement.
For more details on the Settlement Agreement, please see Edison
International's February 18, 2014, Form 8-K.  Closing of the
Settlement transaction is expected in late March or early April.

NRG Energy, Inc. in a statement says the acquisition of EME's
portfolio of renewable and conventional generation assets will
make NRG the largest competitive US power company with about
53,600 megawatts of generating capacity.  EME's substantial wind
generation portfolio, combined with NRG's leading solar portfolio,
will make NRG the third-largest US-based renewable energy
generation company.

NRG expects to close the transaction by the end of the Q1 2014,
following FERC approval.

                    About Edison International

Edison International, through its subsidiaries, is a generator and
distributor of electric power and an investor in energy services
and technologies, including renewable energy.  Headquartered in
Rosemead, Calif., Edison International is the parent company of
Southern California Edison, one of the nation's largest electric
utilities.

                      About Edison Mission

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

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

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

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

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

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

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

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

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

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


ENLINK MIDSTREAM: S&P Raises Debt Rating From 'B+'
--------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BBB'
issuer credit rating to EnLink, an MLP focused on the midstream
energy sector.  The outlook on the rating is negative.  S&P also
raised its corporate credit rating on Crosstex to 'BBB' and then
removed the rating from CreditWatch.  S&P subsequently withdrew
Crosstex's corporate credit rating at the issuer's request.
Crosstex transferred its debt to EnLink and S&P raised the rating
to 'BBB' from 'B+'.

"The ratings on EnLink reflect a 'fair' business risk profile and
a 'significant' financial risk profile, and a level of implicit
support from Devon, which controls the general partnership," said
Standard & Poor's credit analyst William Ferara.

EnLink's business strengths stem from its largely fee-based
contract mix and customer relationship with Devon, which S&P
expects to represent just more than one-half of its counterparty
exposure.  Offsetting these strengths are EnLink's moderate size,
scale, and geographic diversity, and its exposure to production
declines in the natural gas basins it serves, especially in North
Texas (i.e., the Barnett Shale region).  The partnership's
significant financial profile reflects S&P's expectation of debt
to EBITDA of about 3.5x area and the MLP structure, which gives
EnLink the incentive to pay out most of its cash flow after
maintenance capital spending to unitholders each quarter.  S&P
expects EnLink will have about $1.5 billion of debt in 2014.

"We assess EnLink's stand-alone credit profile to be 'bb' and
notch its rating up to 'BBB' to reflect its level of strategic
importance to Devon.  Our ratings approach reflects EnLink's close
ties with Devon, which owns 53% of EnLink's limited partnership
units and 70% of EnLink Midstream LLC, which is EnLink's general
partner.  Devon also has majority representation on EnLink's board
of directors, with the head of EnLink's gathering and processing
unit a former Devon employee.  Devon is also EnLink's most
significant customer, responsible for about 50% of cash flows.
From Devon's perspective, we believe EnLink represents a strategic
investment because of these characteristics, the extent of Devon's
investment in EnLink, and because EnLink represents a funding
vehicle for Devon to monetize additional midstream assets.
Although not absolute, we would expect Devon to provide some
support to the partnership during distressful times or a lack of
capital markets access, if needed," S&P said.

The negative outlook on EnLink reflects that of Devon.  Devon's
negative outlook reflects S&P's expectation that its credit-
protection measures will be weak for the rating in 2014.  S&P
views Devon's debt-reduction plan, which relies on oil production
growth and asset sales, as incorporating meaningful execution
risk.


ENTEGRIS INC: Moody's Assigns 'B1' CFR & Rates $460MM Debt 'Ba3'
----------------------------------------------------------------
Moody's Investors Service assigned ratings to the debt of
Entegris, Inc. -- Corporate Family Rating ("CFR") at B1,
Probability of Default at B1-PD, Speculative Grade Liquidity
Rating at SGL-2, the $460 million Senior Secured Term Loan at Ba3,
and the $360 million Senior Notes at B3. The proceeds of the
financing, along with cash of $389 million, will be used to fund
Entegris's $1.1 billion acquisition of ATMI, Inc. ("ATMI"). The
rating outlook is stable.

Ratings Rationale

Pro-Forma for the acquisition debt and ATMI's EBITDA, debt is
about 4x EBITDA (fiscal year end December 2013, Moody's adjusted).
While in line with other companies also at the B1, financial
leverage is high given Entregris's exposure to the volatile demand
from the semiconductor end market and the customer concentration
(top three account for 25% of revenues). Entegris's EBITDA margin
has steadily declined over the past few years, but Moody's
believes that Entegris stemmed the decline in late 2013 such that
profits and will increase over the coming year with free cash flow
used for debt reduction. Anticipated deleveraging is an important
factor in the B1 CFR, as is the expectation of strong liquidity
through high cash balances and solid free cash flow.

The acquisition presents return risks, since ATMI is approximately
half the size of Entegris and Moody's believe ATMI lacks any
complementary products which could lead to meaningful synergies.
Nevertheless, many products have long life cycles more than five
years on legacy production nodes, and provide a base of recurring
demand. As well, as Entegris's sales going forward should be
driven more by the semiconductor production volume rather than
even more volatile semiconductor capital spending, Entegris's
revenues and cash from operations should have somewhat greater
stability although still subject to seasonality and cyclicality.

The stable outlook reflects Moody's expectation that revenues will
grow at least in the low single digits percent over the next year.
Moody's expects that Entegris will deleverage through a
combination of debt reduction and EBITDA growth such that the
ratio of debt to EBITDA (Moody's adjusted) declines to below 3.5x
by mid 2015. Moody's also expects that Entegris will integrate
ATMI without any significant operational disruption.

The rating could be downgraded if Entegris is not on-course to
reduce leverage to below 3.5x EBITDA over the next 18 months or if
EBITDA margins do not steadily increase to over 20% (Moody's
adjusted). The rating could also be lowered if Entegris engages in
shareholder friendly actions prior to meaningful debt reduction.

The rating could be upgraded if Entegris successfully integrates
ATMI, improving margins into the mid twenties percent and using
free cash flow to reduce debt such that leverage is sustained
below 2x EBITDA (Moody's adjusted), maintains very strong
liquidity and demonstrates considerable reduction in exposure to
the semiconductor cycles.

Assignments:

Issuer: Entegris Inc.

Probability of Default Rating, Assigned B1-PD

Speculative Grade Liquidity Rating, Assigned SGL-2

Corporate Family Rating, Assigned B1

Senior Secured Bank Credit Facility, Assigned Ba3

Senior Secured Bank Credit Facility, Assigned a range of
LGD3, 31 %

Senior Unsecured Regular Bond/Debenture, Assigned B3

Senior Unsecured Regular Bond/Debenture, Assigned a range
of LGD5, 82 %

Entegris, Inc., based in Billerica, Massachusetts, develops and
manufactures products, including filters and semiconductor
materials handling equipment, which are used to maintain the
purity of materials used in the manufacture of semiconductors and
other microelectronic components. ATMI, Inc., based in Danbury,
Connecticut, develops and manufactures products, including
specialized containers for holding toxic gases, copper
electroplating materials, and chemicals used in certain steps of
the manufacturing process for the production of semiconductors and
other consumer electronics components.

The principal methodology used in this rating was Global
Semiconductor Industry Methodology published in December 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.


FLORIDA GAMING: Hires Berger Harris as Special Counsel
------------------------------------------------------
Florida Gaming Centers, Inc. and its debtor-affiliates ask for
permission from the U.S. Bankruptcy Court for the Southern
District of Florida to employ Berger Harris LLP as special
counsel, nunc pro tunc to Nov. 14, 2013.

The Debtors require Berger Harris to:

   (a) provide legal services and advice with respect to corporate
       and commercial litigation matters pending in Delaware; and

   (b) within the scope of the special counsel engagement,
       performing all other legal services for, and providing all
       other necessary legal advice to, the Debtors which may be
       necessary and proper in these Chapter 11 cases.

Berger Harris will be paid at these hourly rates:

       Michael W. McDermott         $385
       David Anthony                $265

Berger Harris will also be reimbursed for reasonable out-of-pocket
expenses incurred.

Michael W. McDermott, partner of Berger Harris, 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.

Berger Harris can be reached at:

       Michael W. McDermott, Esq.
       BERGER HARRIS LLP
       1105 North Market St., 11th Floor
       Wilmington, DE 19801
       Tel: (302) 655-1140 ext. 222
       E-mail: mmcdermott@bergerharris.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.


FOREST OIL: Moody's Lowers CFR to B3 & Sr. Unsec. Rating to Caa1
----------------------------------------------------------------
Moody's Investors Service downgraded Forest Oil Corporation's
Corporate Family Rating (CFR) to B3 from B2 and its senior
unsecured notes rating to Caa1 from B3. Moody's affirmed Forest's
SGL-3 Speculative Grade Liquidity Rating. The outlook remains
negative.

"Drilling results in Forest's Eagle Ford Shale are short of
expectations, which we previously stated could be a catalyst for a
downgrade," commented Andrew Brooks, Moody's Vice President. "The
reallocation of capital away from the Eagle Ford will result in
lower oil production than we had previously anticipated, leading
to reduced cash flow and higher leverage. Lower projected EBITDA
is expected to pressure the leverage covenant under Forest's
secured revolving credit facility, which will require relief from
its banks."

Ratings downgraded:

Corporate Family Rating, downgraded to B3

Probability of Default Rating, downgraded to B3-PD

Senior Unsecured Notes Rating, downgraded to Caa1

Ratings affirmed:

Speculative Grade Liquidity Rating, affirmed at SGL-3

Outlook, maintained at negative

LGD revision:

Senior Unsecured LGD to LGD4 - 67% from LGD4 - 66%

Ratings Rationale

Forest's B3 CFR reflects its diminished scale following the
dramatic downsizing it has evidenced through a series of major
asset sales, which while generating funds for a substantial
reduction in debt, leaves the company much smaller in size and
with less flexibility with which to stabilize its operations and
restore growth. Forest's projected increase in oil production
through its joint venture in the Eagle Ford Shale will fall short
in 2014, resulting in an increased reliance on its gassier and
lower margin Ark-La-Tex assets. The company's initial capital
budget estimate for 2014 allocates roughly $230 million to the
Eagle Ford but as well results disappointed, the company lowered
the capital allocation to $100 million, with the balance shifted
to Ark-La-Tex. This re-allocation of capital will further delay
the company's already protracted attempts to increase higher
margin oil production and enhance its EBITDA. Forest anticipates
that natural gas will comprise 65% of 2014's production and NGLs
another 15%, largely unchanged from prior years.

In an effort to address its over-levered balance sheet, Forest
embarked on an asset sale program that generated $1.5 billion in
proceeds, reducing total debt by about $1.1 billion since mid-
2012. With 2013's sale of its Panhandle assets, which represented
about half of the company's hydrocarbon production, the four-year
downward trajectory in proved reserves and production accelerated.
While debt has been reduced materially, production declines have
out-paced debt reduction, prompting relative leverage measures to
climb. At December 31, debt of $800 million was over $44,000 per
Boe of pro forma average daily production, and debt on proved
developed reserves was around $12 per Boe. Moody's does not see
improvement in these leverage metrics in 2014.

Forest's SGL-3 Speculative Grade Liquidity Rating reflects our
expectation of adequate liquidity through 2014, notwithstanding
the likely need for covenant relief, which we assume will be
forthcoming from Forest's banks. We expect Forest's capital budget
of $290-$310 million to result in a cash flow deficit
approximating $150 million in 2014, a portion of which will be
funded by $67 million of residual cash proceeds from the Panhandle
asset sale. At December 31, Forest had an undrawn $400 million
secured borrowing base revolving credit facility, although we
assume the borrowing base will likely be reduced in conjunction
with bank negotiations over covenant relief. The revolver includes
a leverage covenant limiting debt/EBITDA to 5x through March 2014
before tightening to 4.75x in 2014's second quarter and 4.5x at
June 30. While the company's cash balance should be sufficient to
fund Forest's negative free cash flow through mid-year, without
covenant relief Forest's ability to access the revolver to cover
its liquidity needs during the second half of 2014 would be
severely restricted. The revolver is secured by a mortgage and
security interest in Forest's proved oil and gas properties and
related assets; we view Forest's alternate sources of liquidity as
weak.

The negative outlook reflects the execution risk related to
Forest's ability to grow production and generate improved margins
and cash flow sufficient to reduce relative debt leverage from
elevated levels. If Forest can grow production to above 20,000 Boe
per day, restoring growth to its Eagle Ford production while
maintaining debt to average daily production around $40,000 per
Boe, the outlook could be stabilized.

A downgrade would be likely should Forest fail to negotiate
covenant relief on its revolving credit facility. Moody's
envisions a failure on this front would result in additional asset
sales to fund the projected spending gap, or a significant
spending reduction, resulting in further downsizing of the
company's operations and higher leverage. A downgrade could also
be considered if Forest fails to maintain a ratio of Retained Cash
Flow/debt over 10%, if it fails to execute on its development
program in the Ark-La-Tex, should it be unable to restore
profitable growth from its Eagle Ford holdings or should debt on
production deteriorate beyond $50,000 per Boe,

An upgrade is unlikely over the next year but would be considered
if Forest's production grows to 30,000 Boe per day with debt to
average daily production approaching $30,000 on a sustainable
basis.

The Caa1 rating on the senior unsecured notes reflects the
subordination of the senior unsecured notes to Forest's $400
million secured revolving credit facility's priority claim to the
company's assets. The size of the claims relative to Forest's
outstanding senior unsecured notes results in the notes being
rated one notch below the B3 CFR under Moody's Loss Given Default
Methodology.

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

Forest Oil Corporation is an independent exploration and
production company headquartered in Denver, Colorado.


FREE LANCE-STAR: Can Access Cash Collateral Until April 30
----------------------------------------------------------
The Hon. Kevin R. Huennekens of the U.S. Bankruptcy Court for the
Eastern District of Virginia issued a second interim order
authorizing The Free Lance-Star Publishing Co. of Fredericksburg,
Va., et al.'s use of cash collateral until April 30, 2014.

The Interim Order provides that all pending objections, including
the objection filed by DSP Acquisition, LLC, to the entry of the
interim order, if any, are resolved or, to the extent not
resolved, are overruled.

As of the Petition Date, the Debtors were indebted and liable to
DSP in the approximate aggregate amount of $37,890,000 with any
other amounts outstanding under the loan documents.

The Debtor would use the cash collateral for operating
disbursements in an aggregate amount greater than 110% of the
operating disbursements in the budget.

As adequate protection from any diminution in value of the
lender's collateral, the Debtor will grant DSP continuing, first-
priority security interests in and liens upon certain of the
Debtors' assets.

Additionally, the Debtor will also make adequate protection
payments of $70,000 to DSP.

The final hearing is continued until April 30 at 2:00 p.m.
Objections, if any, are due April 23.

               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.


FURNITURE BRANDS: Court Approves Rejection of St. Paul Lease
------------------------------------------------------------
U.S. Bankruptcy Judge Christopher Sontchi approved the rejection
of a 2008 lease agreement between St. Paul and TR Wind Down, Inc.

The lease is for a non-residential real property located at 21075
Alexander Court, Unit F, in Hayward, California.

Judge Sontchi ordered TR Wind Down to vacate and surrender the
premises to St. Paul.  Any personal property left at the premises
as of Feb. 28 will be deemed abandoned by the company, according
to the court order.

                       About Furniture Brands

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

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

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

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

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

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


FURNITURE BRANDS: Obtains Court Approval to Assume HDM Leases
-------------------------------------------------------------
Furniture Brands International received the green light from U.S.
Bankruptcy Judge Christopher Sontchi to assume two unexpired
leases with HDM Retail Inc. and assign those leases to Heritage
Home.

The company was ordered to pay so-called "cure amounts" in
connection with the assumption and assignment of the leases.  The
contracts are listed at http://is.gd/6txG7V

                       About Furniture Brands

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

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

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

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

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

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


GENTIVA HEALTH: Moody's Revises Outlook to Neg. & Affirms B3 CFR
----------------------------------------------------------------
Moody's Investors Service revised Gentiva Health Services, Inc.'s
rating outlook to negative from stable, while affirming all its
existing ratings including the B3 Corporate Family Rating (CFR),
B3-PD Probability of Default Rating (PDR), and SGL-3 speculative
grade liquidity rating.

The change of outlook to negative reflects Gentiva's worse-than
expected earnings decline in the fourth quarter of 2013 and
Moody's expectation that the company will continue facing
significant challenges arising from unfavorable industry headwinds
and operating missteps. Moody's is concerned about the magnitude
of the earnings decline that occurred in the fourth quarter, with
adjusted EBITDA (excluding restructuring charges and one time
items) dropping by nearly 18% from the prior year period. This was
largely due to the continued decline in its hospice business.
There were also delays in synergy realization from the recent
Harden acquisition, which hence offered little assistance
offsetting declines in the Hospice operation. Besides the on-going
reimbursement risk from Medicare, future earnings will continue to
be pressured by the persistent revenue and EBITDA decline in the
hospice business, which has yet not shown signs of stabilization.
As a result of the weak 4th quarter result, the company's credit
metrics are weak for the B3 rating. Gentiva's financial leverage
(debt/EBITDA) has increased materially to above 6.0x per our
estimate from around 5.5x at the end of third quarter ended
September 30, 2013.

The affirmation of the B3 CFR, however, incorporates Moody's view
the company will start realizing cost savings from the acquisition
more fully in the current quarter (1Q 2014) and beyond, which will
help offset negative pressure in the hospice business. Moody's
also anticipates that Gentiva's home health segment, which
represents roughly half of its total revenues, will likely
generate relatively stable earnings in 2014. In addition, Moody's
anticipates Gentiva's liquidity profile to be adequate despite the
earnings shortfalls.

"The stabilization of Gentiva's overall operating performance in
2014 will be, to a large extent, predicated on its ability to stem
further revenue decline in its hospice segment as well as
successfully integrate the Harden acquisition," explained Moody's
lead analyst, John Zhao.

The rating action is as follows:

Rating outlook changed to negative from stable

Ratings affirmed and Loss Given Default point of estimate
adjusted:

Corporate Family Rating at B3

Probability of Default Rating at B3-PD

First lien senior secured revolving credit facility at B2 (LGD 3,
34%) from B2 (LGD 3, 35%)

First lien senior secured term loan at B2 (LGD 3, 34%) from B2
(LGD 3, 35%)

$325 million unsecured notes due 2018 at Caa2 (LGD 5, 87%) from
Caa2 (LGD 5, 88%)

Speculative Grade Liquidity Rating -- SGL-3


GREEN FIELD: Auction Cancelled, Gordon Brothers to Sell Assets
--------------------------------------------------------------
Green Field Energy Services, Inc., et al., notified the U.S.
Bankruptcy Court for the District of Delaware that no qualified
bids for their assets other than the bid offered by Gordon
Brothers Commercial & Industrial, LLC, were received prior to the
March 5, 2014, deadline for submitting bids by potential bidders.
Thus, an auction that was supposed to take place on March 7 was
cancelled.

As previously reported by The Troubled Company Reporter, the
Debtors entered an agency agreement with GBCI as agent to sell the
assets for a guaranteed $50,000,000.  In addition, the Debtors
will receive up to $67,500,000 from payments of the guaranteed
amount and proceeds from the sale of the assets.

The Debtors said they also received a bid from the Ad Hoc
Noteholders for the Debtors' membership interests in Turbine
Powered Technology, free and clear of all liens, claims and
encumbrances thereon.  The purchase price for the GFES TPT
Interests will be in the form of a credit bid in the amount of
$17,750,000 in principal amount of the Senior Secured Notes and
will be consummated by a newly formed entity as buyer.

The Court will consider approval of the GBCI Agency Agreement, the
MIPA and the Sale Motion on March 14, 2014 at 10:00 a.m.,
(prevailing Eastern Time).  Also to be considered during the March
14 hearing are the objections raised by, among others, ICON Agent,
LLC, and GB Credit Partners, LLC, co-administrative agents under
the DIP term loan and security agreement, and Ford Motor Credit
Company LLC to the proposed sale of the assets to GBCI.

ICON Agent and GB filed an objection solely to ensure payment of
the Make-whole Fee that is owed in connection with the
satisfaction of the DIP Facility as contemplated by the sale
motion.  Ford Credit, who perfected its first lien position on
vehicles purchased by the Debtors, does not consent to the sale of
its vehicles free and clear of its liens.  Ford Credit also
asserts that the Debtors have not yet established that any of the
other conditions in Section 363(f) of the Bankruptcy Code have
been met.

The Debtors are represented by Michael R. Nestor, Esq., Kara
Hammond Coyle, Esq., and Justin H. Rucki, 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.

ICON Agent and GB are represented by Dennis A. Meloro, Esq., at
GREENBERG TRAURIG, LLP, in Wilmington, Delaware; and David B.
Kurzweil, Esq., at GREENBERG TRAURIG, LLP, in Atlanta, Georgia.

Ford Credit is represented by Robert T. Aulgur, Jr., Esq., and
Kristi J. Doughty, Esq., at WHITTINGTON & AULGUR, in Middletown,
Delaware; and RICHARDO I. KILPATRICK, Esq., and LEONORA K.
BAUGHMAN, Esq., at KILPATRICK & ASSOCIATES, P.C., in Auburn Hills,
Michigan.

                      About Green Field Energy

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

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

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

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

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

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

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

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


GREEN FIELD: Ch. 11 Examiner Seeks to File Report Under Seal
------------------------------------------------------------
Steven A. Felsenthal, the examiner appointed in the Chapter 11
cases of Green Field Energy Services, Inc., et al., seeks
authority from the U.S. Bankruptcy Court for the District of
Delaware to file his report under seal as the report contains,
among other things, information provided on a confidential basis,
as well as information subject to attorney-client and work product
privileges.

The Chapter 11 Examiner is directed to investigate and prepare a
report providing his factual and legal conclusions respecting
whether the estates hold valuable claims or causes of action
against any of the parties that would release if the Chapter 11
Plan, including any plan revisions that represent a consensual
resolution of matters that would have otherwise been covered in
the Examiner's report, is confirmed and whether the value being
contributed by the parties to the restructuring support agreement
justifies granting those releases.  The Chapter 11 Examiner filed
his report under seal on March 4.  The report will be given in
unredacted form to the Official Committee of Unsecured Creditors,
the U.S. Trustee and other major factions in the case.

A hearing on the Chapter 11 Examiner's request to file the report
under seal is scheduled for March 25, 2014, at 10:00 a.m. (ET).
Objections are due March 18.

The Examiner proposes to employ Daniel K. Hogan, Esq., at The
Hogan Firm, in Wilmington, Delaware; and Peter C. D'Apice, Esq.,
Jacob L. Newton, Esq., Briana L. Cioni, Esq., at Stutzman,
Bromberg, Esserman & Plifka, APC, in Dallas, Texas.

                      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.


GYP HOLDINGS: Moody's Assign 'B3' Corp. Family Rating
-----------------------------------------------------
Moody's Investors Service assigned a first-time B3 Corporate
Family Rating and B3-PD Probability of Default Rating to GYP
Holdings III Corp., the direct, holdings company of Gypsum
Management and Supply, Inc. (collectively "GMS"), a national
distributor of wallboard, as well as acoustical and related
building products throughout the US. Moody's also assigned a B3
rating to the company's proposed $390 million senior secured term
loan due 2021, and a Caa2 rating to its proposed $160 million
second lien senior secured term loan due 2022. Proceeds from the
term loans and an equity contribution by affiliates of AEA
Investors LP, the equity sponsor, will be used to finance the
purchase of GMS from current management. Upon the closing of the
transaction, the equity sponsor will own about 65% of GMS and
approximately 35% of the shares will be controlled by the current
management group.

The following ratings will be affected by this action:

Corporate Family Rating assigned B3;

Probability of Default Rating assigned B3-PD,

Senior Secured Term Loan due 2021 assigned B3 (LGD4, 51%); and,

Second Lien Term Loan due 2022 assigned Caa2 (LGD5, 87%).

Ratings Rationale

GMS' B3 Corporate Family Rating reflects the company's highly-
leveraged capital structure following the buyout by affiliates of
AEA Investors LP, the equity sponsor, from current management.
Balance sheet debt is increasing to about $550 million, an almost
350% increase from October 31, 2013, resulting in adjusted
leverage slightly over 7.25x on a pro forma basis at closing. With
the prospects of some operating improvement and debt reduction
from term loan amortization, Moody's projects debt-to-EBITDA will
remain elevated at close to 5.75x over the next year (ratio
incorporates Moody's standard adjustments). This projected debt
leverage credit metric is characteristic of lower rated entities.
Additionally, GMS will have considerable negative tangible net
worth. We are concerned that significant permanent debt reduction
from excess free cash flow will be difficult to achieve. Cash
interest payments and term loan amortization will approach nearly
$25 million per year. Higher levels of working capital
expenditures relative to previous years to meet growing demand
further limit the company's ability to generate cash to reduce
term loan borrowings. Also, the non-residential construction end
market, from which GMS garners nearly 60% of its revenues, has yet
to rebound fully.

Offsetting some of these concerns is our expectation that GMS will
benefit from the strength in the new home construction and the
repair and remodeling sectors, end markets from which GMS
collectively derives about 40% of its revenues. We also project a
gradual improvement in EBITDA margins nearing high single-digit
levels. Our forecasts include increased volumes and better
pricing. Despite the large pro forma increase in balance sheet
debt and related interest expense, we expect that interest
coverage, defined as (EBITDA-CAPEX)-to-interest expense, could
exceed 2.3x by the end of GMS' FY15 (ratio incorporates Moody's
standard adjustments). GMS is benefiting from the currently low
interest rate environment. The company's liquidity profile,
characterized mainly by ample revolver availability and the
absence of material debt maturities until the revolver expires in
2019, gives GMS the financial flexibility to meet potentially
higher seasonal demand and to satisfy its debt service
requirements.

The stable rating outlook incorporates our view that GMS'
operating performance will continue to improve, resulting in
leverage metrics that are more supportive of the current corporate
family rating. Also, revolver availability provides needed
liquidity to meet potential short falls in operating cash flows
and higher working capital needs.

The B3 rating assigned to GYP Holdings III Corp.'s $390 million
senior secured term loan due 2021, the same rating as the
corporate family rating, results from it comprising the majority
of debt in GMS' capital structure, as well as the collateral
securing this credit facility. It has a first lien on
substantially all of GMS' long-term assets, and a second lien on
the assets securing the revolving credit facility.

The Caa2 rating assigned to GYP Holdings III Corp.'s $160 million
second lien senior secured term loan due 2022, two notches below
the corporate family rating, results from its position as the most
junior debt in GMS' capital structure, putting it in a first-loss
position in a recovery scenario.

Due to the company's elevated debt leverage, we believe positive
rating actions are unlikely for GMS over the near term. However,
if the company meets our expectations for margin expansion and
debt reduction using free cash flow, maintaining debt-to-EBITDA
below 4.0x and (EBITDA-Capex)-to-interest expense trending toward
2.5x (all ratios incorporate Moody's standard adjustments), the
ratings may be considered for an upgrade. A better liquidity
profile could also support positive rating actions.

GMS' ratings or outlook could come under pressure if the company's
liquidity profile deteriorates, or if operating performance
weakens such that EBITDA margin remains in the mid-single digits.
Also, (EBITDA-Capex)-to-interest expense sustained below 2.0x or
debt-to-EBITDA above 4.5x could result in rating pressures (all
ratios incorporate Moody's standard accounting adjustments).

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

Gypsum Management and Supply, Inc., headquartered in Tucker, GA,
is a national distributor of wallboard, as well as acoustical and
related building products throughout the US. AEA Investors,
through its affiliates, is the majority owner of GMS. Revenues for
the 12 months ended October 31, 2013 totaled about $1.3 billion.


GYPSUM MANAGEMENT: S&P Assigns Prelim. 'B' CCR; Outlook Stable
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its
preliminary 'B' corporate credit rating to Tucker, Ga.-based
Gypsum Management & Supply Inc.  The outlook is stable.

At the same time, S&P assigned a preliminary 'B' issue-level
rating (same as the corporate credit rating) and preliminary '4'
recovery rating to GYP Holdings III Corp.'s proposed $390 million
first-lien term loan.  The preliminary '4' recovery rating on the
term loan indicates S&P's expectation for average (30% to 50%)
recovery in the event of payment default.

In addition, S&P assigned a preliminary 'CCC+' issue-level rating
(two notches below the corporate credit rating) and preliminary
'6' recovery rating to GYP Holdings III Corp.'s proposed $160
million second-lien term loan.  The preliminary '6' recovery
rating on the term loan indicates S&P's expectation for negligible
(0% to 10%) recovery in the event of payment default.

"The stable outlook reflects our expectation that Gypsum's
forecast 2014-2015 leverage and FFO to debt will be higher than 5x
and lower than 12%, respectively, commensurate with a highly
leveraged financial risk profile," said Standard & Poor's credit
analyst Maurice Austin.  "The outlook also reflects our
expectation that liquidity will remain adequate to meet all of the
company's obligations, and that availability under the secured
revolver will be adequate to fund working capital and capital
spending requirements."

S&P is unlikely to upgrade the company over the next year given
its ownership by a private equity firm and high debt leverage.
Based on S&P's criteria, it would continue to view financial risk
as highly leveraged even if debt to EBITDA did drop below 5x for a
period of time.

S&P views the potential for a downgrade to be unlikely over the
next 12 months based on its expectation for favorable market
conditions for Gypsum's business over that timeframe.  However,
S&P would lower its rating if the U.S. housing recovery stalled,
resulting in its assessment of liquidity to be "less than
adequate."  This could occur if the ABL availability declined
below $25 million.


HAMPTON LAKE: Substantially Consummated Plan, Wants Case Closed
---------------------------------------------------------------
Hampton Lake, LLC, asked the U.S. Bankruptcy Court for the
District of South Carolina to enter a final order closing its
Chapter 11 case.

The Debtor has filed a final report in the Chapter 11 proceedings
and report of substantial consummation of its Dec. 2, 2013 Amended
Plan of Liquidation.

On Jan. 14, 2014, the Court entered the confirmation order
approving the Debtor's Plan.

According to the Debtor, the bankruptcy estate has been fully
administered and the case must be closed.

The Debtor has commenced payments as required under the Plan.  The
Debtor acknowledged that it remains bound by the provisions of the
confirmed Plan.

The Debtor scheduled a hearing on March 17, 2014, at 10:30 a.m.,
to consider the request.

In a separate filing, the Court extended until Feb. 3, 2014,
Joshua Tillman's deadline to cause Civil Action No. 2011-CP-07-
4251 to be dismissed as to the Debtor, pursuant to Fed. R. Bankr.
P. 9006(b)(1), prescribed by the order confirming Amended Plan
entered Jan. 14, 2014.  Mr. Tillman represented to the Court that
the time enlargement was not opposed by the Office of the U.S.
Trustee, Crimson Portfolio, LLC and SABAL Financial Group LP, the
Official Committee of the Unsecured Creditors, and Hampton Lake,
LLC.

As reported in the Troubled Company Reporter on Jan. 31, 2014,
Mr. Tillman filed an objection to confirmation.  At the
confirmation hearing, Mr. Tillman agreed to withdraw his objection
and vote in favor of the Plan.  Mr. Tillman has further agreed to
dismiss the Debtor from a state court litigation captioned Civil
Action No. 2011-CP-07-4251.  Mr. Tillman is represented by Marilyn
E. Gartley, Esq. -- marilyn@andersonlawfirm.net -- of Anderson &
Associates, P.A., of Columbia, S.C.

The Debtor's Chapter 11 plan contemplates selling the remaining
235 lots over the next three years to generate cash covering
payments to creditors under the plan.  The plan calls for paying
about 88.5 percent of the first-lien debt by selling out the
project in the next three years.  The noteholders are slated for
an 8.75% recovery.

The Court approved the Disclosure Statement explaining the Plan on
June 24, 2013.

                       About Hampton Lake

Hampton Lake, LLC, filed a Chapter 11 petition (Bankr. D. S.C.
Case No. 13-02482) in Charleston, South Carolina, on April 29,
2013.  G. William McCarthy, Jr., Esq. and Daniel J. Reynolds, Jr.,
Esq., at McCarthy Law Firm, LLC, serve as counsel to the Debtor.

The Debtor operates the Hampton Lake Subdivision in Bluffton,
South Carolina.  The Debtor disclosed $23.4 million in total
assets and $48.4 million in liabilities in its schedules.

The Office Committee of Unsecured Creditors is represented by
J. Ronald Jones, Jr., Esq., at Clawson And Staubes, LLC, as
counsel.


HDOS ENTERPRISES: Hires Brian Cole as Special Counsel
-----------------------------------------------------
HDOS Enterprises asks permission from the Hon. Neil W. Bason of
the U.S. Bankruptcy Court for the Central District of California
to employ the Law Offices of Brian H. Cole as special counsel,
effective Feb. 3, 2014.

Mr. Cole will assist the Debtor and its other professionals in
analyzing issues relating to compliance with applicable franchise
laws and regulations in the various states and foreign countries
in which the Debtor operates or considers operating pursuant to
franchise agreements, and to assist the Debtor in complying with
those laws and regulations, as appropriate during the case.

Mr. Cole will be paid $410 per hour.

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

Mr. Cole 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.

Counsel can be reached at:

       Brian H. Cole, Esq.
       LAW OFFICES OF BRIAN H. COLE
       128 Twelfth Place
       P.O. Box 3513
       Manhattan Beach, CA 90266
       Tel: (805) 285-3726
       E-mail: brian@briancolelaw.com

                     About Hot Dog On A Stick

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

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

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

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

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


HDOS ENTERPRISES: Hires Rust Omni as Claims Noticing Agent
----------------------------------------------------------
HDOS Enterprises asks for permission from the Hon. Neil W. Bason
of the U.S. Bankruptcy Court for the Central District of
California to employ Rust Consulting Omni Bankruptcy, a division
of Rust Consulting, In., as the claims, noticing and balloting
agent for the Clerk of the Bankruptcy Court, nunc pro tunc to Feb.
13, 2014.

The Debtor and the Clerk's Office require Rust Omni to:

   (a) serve notice of the claims bar date;

   (b) serve notice of objections to claims and required notices
       related pleading filed therewith;

   (c) serve other miscellaneous notices or pleadings to any
       entities, as the Debtor or the Court may deem necessary or
       appropriate for an orderly administration of this Chapter
       11 case; and

   (d) after mailing of a particular notice, timely file with the
       Clerk's Office a certificate of declaration of service that
       includes a copy of the notice involved, a list of persons
       with addresses to whom the notice was mailed ant the date
       and manner of mailing.

Rust Omni will be paid at these hourly rates:

       Clerical Support                $22.50-$40.50
       Project Specialists             $51.75-$67.50
       Project Supervisors             $67.50-$85.50
       Consultants                     $85.50-$112.50
       Technology/Programming          $90.00-$141.75
       Senior Consultants              $126.00-$157.50

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

Brian L. Osborne, president of Rust Omni, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.

Rust Omni can be reached at:

       Brian L. Osborne
       RUST CONSULTING OMNI BANKRUPTCY
       5955 Desoto Avenue, Ste 100
       Woodland Hills, CA 91367
       Tel: (818) 906-8300
       Fax: (818) 783-2737

                    About Hot Dog On A Stick

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

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

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

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

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


HDOS ENTERPRISES: Creditors' Panel Taps Pachulski Stang as Counsel
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of HDOS Enterprises
seeks permission from the U.S. Bankruptcy Court for the Central
District of California to retain Pachulski Stang Ziehl & Jones LLP
as counsel to the Committee, nunc pro tunc to Feb. 20, 2014.

The Committee requires Pachulski Stang to:

   (a) assist, advise and represent the Committee in its
       consultations with the Debtor regarding the administration
       of this Case;

   (b) assist, advise and represent the Committee in analyzing the
       Debtor's assets and liabilities, participating in and
       reviewing any proposed asset sales, any asset dispositions,
       and financing arrangements or proceedings;

   (c) assist, advise and represent the Committee in any manner
       relevant to reviewing and determining the Debtor's rights
       and obligations under leases and other executory contracts;

   (d) assist, advise and represent the Committee in investigating
       the acts, conduct, assets and liabilities of the Debtor and
       the Debtor's financial condition, business operations and
       any other matters relevant to this Case or to the
       formulation of a plan;

   (e) assist, advise and represent the Committee in its
       participation in the negotiation, formulation and drafting
       of a plan of liquidation or reorganization;

   (f) provide advice to the Committee on the issues concerning
       the appointment of a trustee or examiner under Section 1104
       of the Bankruptcy Code;

   (g) assist, advise and represent the Committee in the
       performance of all of its duties and powers under the
       Bankruptcy Code and the Bankruptcy Rules and in the
       performance of such other services as are in the interests
       of those represented by the Committee;

   (h) assist, advise and represent the Committee in the
       evaluation of claims and on any litigation matters; and

   (i) assist, advise and represent the Committee regarding such
       other matters and issues as may be necessary or requested
       by the Committee.

Pachulski Stang will be paid at these hourly rates:

       Jeffrey N. Pomerantz      $875
       Jeffrey W. Dulberg        $695
       Paralegal                 $295

Pachulski Stang will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Jeffrey W. Dulberg, partner of Pachulski Stang, 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.

Pachulski Stang can be reached at:

       Jeffrey W. Dulberg, Esq.
       PACHULSKI STANG ZIEHL & JONES LLP
       10100 Santa Monica Blvd., 13th Floor
       Los Angeles, CA 90067
       Tel: (310) 277-6910
       Fax: (310) 201-0760
       E-mail: jdulberg@pszjlaw.com

                    About Hot Dog On A Stick

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

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

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

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

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



H.J. HEINZ: Fitch Affirms 'BB-' Issuer Default Rating
-----------------------------------------------------
Fitch Ratings has affirmed the following ratings of the H.J. Heinz
Company (Heinz) and its related entities as follows.

Hawk Acquisition Holding Corp. (Parent)

   -- Long-term Issuer Default Rating (IDR) at 'BB-'.

H.J. Heinz Co. (Heinz)

   -- Long-term IDR at 'BB-';
   -- 1st lien secured credit facilities at 'BB+';
   -- 2nd lien secured notes at 'BB';
   -- Senior unsecured notes at 'BB-'.

H.J. Heinz Finance Co.

   -- Long-term IDR at 'BB-';
   -- Senior unsecured notes at 'BB-'.

H.J. Heinz Finance UK Plc.

   -- Long-term IDR at 'BB-';
   -- 2nd lien secured notes at 'BB'.

The Rating Outlook is Stable.

KEY RATING DRIVERS:

Highly Leveraged after Buyout: The ratings balance Heinz's highly
leveraged capital structure after its $28.75 billion buyout by
Berkshire Hathaway Inc. (Berkshire) and 3G Special Situations Fund
III, L.P. (3G Capital) on June 7, 2013, with its relatively low
business risk as a global packaged food company.  Fitch estimates
Heinz's leverage (operating EBITDA/total debt with equity credit)
was almost 9 times (x) for calendar 2013, which is very high for
the current rating.  However, Fitch expects leverage to decline to
near 7x by the end of 2015 with significant EBITDA growth and
moderate pay down on the company's $18.7 billion in debt
(including Fitch's 50% equity credit for $8 billion preferred
stock, see details below).

Strong Owner/Operators: The ratings incorporate significant
qualitative benefits from the company's owners both for their
financial strength and operating track records. 3G Capital has a
proven ability to increase operating profitability substantially
and rapidly deleverage acquired firms such as Burger King
Worldwide, Inc.  (Fitch IDR 'B+') and Anheuser Busch InBev NV/SA
(Fitch IDR 'A').  Fitch believes 3G Capital can achieve similar
results at Heinz in terms of margin expansion and deleveraging.
3G Capital and Berkshire each appointed three board members,
including Warren Buffett and Jorge Paulo Lemann.  These positive
factors are slightly offset by potential short-term disruption
from substantial management overhaul and restructuring after the
transaction closed.

Preferred Stock Provides Flexibility: Integrated into the ratings
is Fitch's treatment of the $8 billion 9% cumulative perpetual
preferred stock (preferred) held by Berkshire.  Fitch classifies
50% of the principal as equity and 50% as debt.  Heinz assigns the
preferred stock 100% equity credit which equates to approximately
7.0x gross leverage for the calendar year ended Dec. 31, 2013.
Fitch views the flexibility to defer the $720 million annual
dividend as part of its rationale for assigning 50% equity credit
and a lever to pull should there be unanticipated deterioration in
cash flow and/or liquidity concerns.  However, the preferred
dividends are cumulative.  Heinz has the ability to call the
preferreds after three years from issuance.

Growing FCF: Fitch estimates that FCF (after the preferred
dividend and capital expenditures) was negative for the 2013
calendar year due to significant merger restructuring, and other
nonrecurring cash charges.  FCF should become positive in 2014 and
improve over the next several years as one-time charges
substantially dissipate by 2015 and EBITDA grows at least by a
mid-single digit percentage annually as cost savings ramp up above
initial targets.  Fitch anticipates that Heinz can generate
approximately $500 million combined FCF over the next two years
and accelerating FCF thereafter.  Fitch also estimates that top
line organic growth will improve from recent very low single digit
levels, as emerging markets exposure expands and more than offsets
sluggishness in developed markets.

Substantial Size and Global Diversification: The ratings
incorporate Heinz's product and geographic diversification, as
well as its leading market share positions in major product
categories.  Ketchup and sauces represented 47% of fiscal 2013
sales while meals and snacks represented 37%, infant nutrition
represented 10% and other products comprised the remaining 6%.
Heinz generates two-thirds of its sales outside the U.S., with
emerging markets making up nearly 25% of the firm's approximately
$11.4 billion annual revenue.  Top line weakness in North America,
particularly in frozen nutritional meals, and in parts of Europe,
remain a concern for Fitch.

Liquidity, Maturities, Covenants, and Collateral:

Ample Liquidity: Liquidity and on-going financial flexibility are
expected to remain adequate despite a considerable increase in
leverage as a result of the buyout.  Liquidity totals $4.5
billion, including Heinz's $2 billion undrawn revolver and
$2.5 billion in cash and cash equivalents at Dec. 31, 2013.  Fitch
believes Heinz is likely to maintain its high liquidity.

Modest Near-Term Maturities: Maturities are modest through 2018,
primarily consisting of term loan amortizations of $95 million
annually.  The term loan agreement has an excess cash flow payment
requirement, likely to be 50% in the near term based on leverage,
but may decline to 25% upon improvement in that metric.  Excess
cash flow payments should lead to higher debt reduction as cash
flow grows.  Term loans totaling $9.5 billion and $3.1 billion
notes from acquisition financing, as noted above, are due in 2019
and 2020.  There is also approximately $2.2 billion of outstanding
debt from prior to the transaction, primarily long dated
maturities of 2028 or beyond.  This legacy debt is senior
unsecured except for GPB125 million notes due in 2030 at H.J.
Finance UK Plc that became 2nd lien secured at the transaction
closing.

Collateral and Covenant: Heinz's debt has one financial covenant,
which is only tested if more than $50 million is drawn on the
revolver at quarter end.  This first lien net leverage ratio nets
out up to $2 billion cash.  Fitch estimates approximately 30%
covenant cushion will be available in 2014.  The first-priority
debt is secured by a perfected first-priority security interest in
substantially all tangible and intangible property with carve-outs
that include Principal Property as defined by indentures governing
rollover notes.  Based on Fitch's interpretation this includes the
gross book value of certain manufacturing, processing plants or
warehouses located in the U.S. Fitch views the value of the
collateral as meaningful as it is substantially based on the value
of Heinz's trademarks, which include namesake Heinz, Ore-Ida, and
Smart Ones.  Collateral for junior-lien debt includes a second-
priority security interest in assets securing the first-priority
debt.

RATING SENSITIVITIES:

Upgrade Not Anticipated: An upgrade of Heinz's ratings is not
anticipated in the near term.  However, realization of cost
savings, faster-than-anticipated deleveraging, accelerated top-
line growth and growing FCF would be viewed positively, making
upward migration of the ratings possible in the intermediate term.

Downgrade on Lack of Deleveraging: A negative rating action could
occur if deleveraging is materially slower than Fitch expects such
that Fitch would anticipate total debt with equity credit (50%
equity credit for preferred stock) to operating EBITDA will be
materially above 7.5x at the end of 2014 and accelerating
deleveraging is not likely.  Weak organic top line growth or
declines, lack of significant margin expansion, or increased debt
levels could trigger adverse rating actions.  The inability to
generate FCF or sustained loss of market share in core product
categories would also be viewed negatively.


HOYT TRANSPORTATION: Greenberg Okayed as Litigation Counsel
-----------------------------------------------------------
The Bankruptcy Court authorized Hoyt Transportation Corp. to
employ the law firm of Greenberg Traurig, LLP as special
litigation counsel.

As reported in the Troubled Company Reporter on Feb. 7, 2014,
Greenberg Traurig has been representing the Debtor and its co-
plaintiff, Careful Bus Service, Inc., in connection with a hybrid
Article 78 and Declaratory Judgment action pending before the Hon.
Peter Moulton in the New York Supreme Court under Index No.
100741/2013.

In light of the prior services rendered by Greenberg Traurig, and
its familiarity with the Litigation, the Debtor desires to
continue the retention of Greenberg Traurig as special counsel.

Greenberg Traurig will be paid at these hourly rates:

       Michel A. Berlin             $643.50
       Diana M. Dellamere           $297
       Daniel Friedman              $292.50
       Jerrold F. Goldberg          $769.50
       Robert M. Harding            $792
       Jeffrey D. Mamorsky          $796.50
       John L. Mascialino           $500
       Daniel R. Milstein           $526.50
       Adam W. Silverman            $210
       William C. Silverman         $666
       Steven Sinatra               $666

Greenberg Traurig will also be reimbursed for reasonable out-of-
pocket expenses incurred.

The Debtor and Careful Bus agreed that Careful Bus would be
responsible for no more than $35,000 in Greenberg Traurig's fees
and expenses and that the Debtor would be responsible for the
balance, in recognition that the Debtor's claims against the City
was substantially larger than Careful Bus'.  Upon information and
belief, Careful Bus has been invoiced for the $35,000 for which it
is responsible.  Greenberg Traurig subsequently received $19,000
of such invoiced amount directly from Careful Bus.

Greenberg previously represented the Debtor in connection with the
Debtor's prior contract with the City, and provided counsel
relating to the Debtor's pension liability and union issues.  As
of filing of the Chapter 11 case, the Debtor owed fees to
Greenberg in connection with that representation as well as for
the Litigation.

Although, Greenberg Traurig is a pre-petition creditor of the
Debtor, the Debtor is advised by Greenberg Traurig that it
represents and holds no interest adverse to the Debtor.

John Mascialino, shareholder of Greenberg Traurig, 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 Hoyt Transportation

Brooklyn, New York-based Hoyt Transportation Corp. filed a
Chapter 11 petition (Bankr. E.D.N.Y. Case No. 13-44299) on
July 13, 2013, estimating at least $10 million in assets and
liabilities.  The Debtor is represented by Kevin J. Nash, Esq., at
Goldberg Weprin Finkel Goldstein LLP.

Brooklyn-based Hoyt specializes in transportation for children
with disabilities.  Hoyt operated 350 buses until the contract
with the Department of Education expired.


HOYT TRANSPORTATION: Has Until May 13 to File Chapter 11 Plan
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
extended Hoyt Transportation Corp.'s exclusive periods to file a
chapter 11 plan until May 13, 2014, and solicit acceptances for
that plan until July 14.

The Debtor, in its second motion for exclusivity extension, said
that it does not expect any creditor to file a competing plan, but
out of an abundance of caution, it sought for exclusivity
extension so as maintain the status quo.  In fact with the
Debtor's resumption of active business operations, the Debtor
expects to resolve the residual union related claims in relatively
short order, so as to be in a position to dismiss the bankruptcy
case with the support of the creditors.

                   About Hoyt Transportation

Brooklyn, New York-based Hoyt Transportation Corp. filed a
Chapter 11 petition (Bankr. E.D.N.Y. Case No. 13-44299) on
July 13, 2013, estimating at least $10 million in assets and
liabilities.  The Debtor is represented by Kevin J. Nash, Esq., at
Goldberg Weprin Finkel Goldstein LLP.

Brooklyn-based Hoyt specializes in transportation for children
with disabilities.  Hoyt operated 350 buses until the contract
with the Department of Education expired.


IMAGES USA: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: International Marketing and Global Event
        Sponsorship, Inc.
            d/b/a IMAGES USA
        1320 Ellsworth Industrial Blvd
        Building C
        Atlanta, GA 30318

Case No.: 14-55020

Chapter 11 Petition Date: March 11, 2014

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Judge: Hon. Barbara Ellis-Monro

Debtor's Counsel: Tyler W. Henderson, Esq.
                  JONES & WALDEN, LLC
                  21 Eighth Street
                  Atlanta, GA 30309
                  Tel: (404) 564-9300
                  Fax: (404) 564-9301
                  Email: thenderson@joneswalden.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Robert McNeil, Jr., CEO and president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ganb14-55020.pdf


INFUSYSTEM HOLDINGS: To Issue Q4 Financial Results on March 11
--------------------------------------------------------------
InfuSystem Holdings, Inc., will issue results for the fourth
quarter of 2013 on Tuesday, March 11, 2014, prior to the market
open.

The Company will also conduct a conference call for investors on
Tuesday, March 11, 2014, at 9:00 a.m. Eastern Time to discuss
fourth quarter performance and results.  To participate in this
call, please dial in toll-free 1-800-446-1671 and use the
confirmation number 36762236.

A replay of the call will be available via the Company's Web site
for 90 days following the call at http://www.infusystem.com.

                      About InfuSystem Holdings

InfuSystem Holdings, Inc., operates through operating
subsidiaries, including InfuSystem, Inc., and First Biomedical,
Inc.  InfuSystem provides infusion pumps and related services.
InfuSystem provides services to hospitals, oncology practices and
facilities and other alternate site healthcare providers.
Headquartered in Madison Heights, Michigan, InfuSystem delivers
local, field-based customer support, and also operates pump
service and repair Centers of Excellence in Michigan, Kansas,
California, and Ontario, Canada.

Infusystem Holdings disclosed a net loss of $1.48 million in 2012,
a net loss of $45.44 million in 2011 and a net loss of $1.85
million in 2010.  The Company's balance sheet at Sept. 30, 2013,
showed $76.39 million in total assets, $34.77 million in total
liabilities and $41.62 million in total stockholders' equity.


INNOVATIVE COMMUNICATION: North Shore Appeal Tossed
---------------------------------------------------
Judge Curtis Gomez of the U.S. District Court, District of Virgin
Islands, Division of St. Thomas and St. John, dismissed an appeal
taken by North Shore Real Estate Corporation from a Jan. 15, 2013,
"Order Denying Motion for Reconsideration Of The Default
Judgment," issued by the U.S. Bankruptcy Court for the District of
the Virgin Islands, in the Chapter 11 case of Innovative
Communication Corporation.  Judge Gomez said North Shore's appeal
is dismissed for failure to prosecute.  North Shore failed to
fully comply with the Court's Scheduling Order, which required it
to file a brief.

The case before the District Court is, NORTH SHORE REAL ESTATE
CORP., Appellant, v. JAMES P. CARROLL, LIQUIDATION TRUSTEE OF THE
LIQUIDATION TRUST FOR THE BANKRUPTCY ESTATES OF INNOVATIVE
COMMUNICATION COMPANY, LLC, EMERGING COMMUNICATIONS, INC., AND
INNOVATIVE COMMUNICATION CORP. Appellee, Civil No. 2013-09
(D.V.I.).

A copy of the District Court's March 6, 2014 Order is available at
http://is.gd/ZgHGNzfrom Leagle.com.

Jeffrey B.C. Moorehead, Esq., at Jeffrey B.C. Moorehead, P.C., in
St. Croix, U.S.V.I., represents North Shore Real Estate Corp.

Benjamin A. Currence, Esq., at Law Offices of Benjamin A.
Currence, in St. Thomas, U.S.V.I., represents James P. Carroll,
Liquidation Trustee.


JARDEN CORP: $600MM Notes Offering No Impact on Moody's 'Ba3' CFR
-----------------------------------------------------------------
Moody's said Jarden Corporation's ("Jarden" Ba3 stable)
announcement that it launched a $600 million convertible note
offering with $250 million of the proceeds used to repurchase
shares is credit negative, but does not affect its Ba3 Corporate
Family Rating or stable rating outlook.

The principal methodology used in rating Jarden was the Global
Consumer Durables methodology published in October 2010.

Jarden operates in three primary business segments through a
number of well recognized brands, including: Outdoor Solutions:
Abu Garcia, Aero, Berkley, Campingaz and Coleman, ExOfficio,
Fenwick, Gulp, Invicta, K2, Marker, Marmot, Mitchell, Penn,
Rawlings, Shakespeare, Stearns, Stren, Trilene, Volkl and Zoot;
Consumer Solutions: Bionaire, Breville, Crock-Pot, FoodSaver,
Health o meter, Holmes, Mr. Coffee, Oster, Patton, Rival, Seal-a-
Meal, Sunbeam, VillaWare and White Mountain; and Branded
Consumables: Ball, Bee, Bernardin, Bicycle, Billy Boy, Crawford,
Diamond, Dicon, Fiona, First Alert, First Essentials, Hoyle, Kerr,
Lehigh, Lifoam, Lillo, Loew Cornell, Mapa, NUK, Pine Mountain,
Quickie, Spontex, Tigex and Yankee Candle. The company had pro
froma net sales of approximately $8 billion for the year ended
December 31, 2013.


JARDEN CORP: S&P Rates New $600MM Subordinated Notes 'BB-'
----------------------------------------------------------
Standard & Poor's Ratings Services assigned ratings to Rye, N.Y.-
based diversified consumer products provider Jarden Corp.'s
proposed $600 million senior subordinated convertible notes due
2034, issued under Rule 144A without registration rights.  S&P
rated the new subordinated notes 'BB-' (one notch below its 'BB'
corporate credit rating on the company, per our criteria) with a
recovery rating of '5', indicating expectations of modest (10% to
30%) recovery in the event of a payment default.  Jarden has
indicated that it will use the net proceeds from the proposed note
offering for the repurchase of up to $250 million of common stock,
with the remainder used for general corporate purposes and
potential debt repayment.  Jarden had $4.85 billion of debt
outstanding as of Dec. 31, 2013.

The 'BB' corporate credit rating on Jarden remains unchanged.  S&P
estimates the ratio of pro forma adjusted debt to EBITDA will
increase to nearly 4.7x, from 4.1x before this transaction for the
12 months ended Dec. 31, 2013.  The pro forma leverage ratio
reflects the company's acquisition of The Yankee Candle Company in
October 2013, and excludes potential debt reduction from
transaction proceeds.

"The ratings on Jarden reflect our assessment of its business risk
profile as "satisfactory" and financial risk profile as
"aggressive."  The company's business risk assessment incorporates
our view of the consumer durables industry's "low" risk and the
company's "low" country risk, as the majority of Jarden's sales
are in developed markets.  Key credit factors in our business risk
assessment include Jarden's diversified business portfolio, well-
recognized brand names, good market positions in numerous
household product categories, and participation in several highly
competitive businesses.  We considered Jarden's moderate leverage
levels, strong liquidity, and active acquisition strategy in our
financial risk assessment.  We estimate that credit measures will
remain within the indicative ratio ranges for an "aggressive"
financial risk profile during the next 12 months, including
leverage of 4x to 5x and a ratio of funds from operations to
adjusted debt of 12% to 20%," S&P said.

Ratings List
Jarden Corp.
Corporate credit rating                        BB/Stable/--

Ratings Assigned
Jarden Corp.
Subordinated
  $600 mil. convertible notes due 2034          BB-
   Recovery rating                              5


JERRY'S NUGGET: Stipulation Withdrawing Trustee Motion Approved
---------------------------------------------------------------
The Hon. Mike Nakagawa of the U.S. Bankruptcy Court for the
District of Nevada approved a stipulation between Jerry's Nugget,
Inc., et al., and U.S. Bank National Association regarding U.S.
Bank's motion for appointment of Chapter 11 trustee, or in the
alternative, an examiner.

Pursuant to the stipulation:

   1. the motion to appoint trustee is withdrawn without
      prejudice; and

   2. the hearing scheduled for Feb. 10, 2014, was vacated.

Jeanette E. McPherson, Esq., at Schwartzer & Mcpherson Law Firm,
and Annette W. Jarvis, Esq., at Dorsey & Whitney LLP, on behalf of
U.S. Bank, filed a motion for trustee appointment, and the Debtor
has filed an opposition to the motion.

            About Jerry's Nugget and Spartan Gaming

Jerry's Nugget Inc., operates Jerry's Nugget, a casino consisting
of approximately 87,187 square feet of building area and 24,511
square fee of casino floor space with approximately 630 slot and
video poker machines and 9 table games.  Jerry's Nugget also
contains a sports book, a keno area and a small live pit.

Jerry's Nugget Inc. and affiliate Spartan Gaming LLC sought
Chapter 11 protection (Bankr. D. Nev. Lead Case No. 12-19387) in
Las Vegas, Vegas, on Aug. 13, 2012.  Jerry's Nugget, owned by the
Stamis family, has a 9.1-acre casino property in North Las Vegas.
The property consists of 87,187 square feet of building area and
24,511 square feet of casino floor space, with 630 slot and video
poker machines and 9 table games.  Jerry's Nugget also contains a
sports book, a keno area, and a small live pit.  There are two
restaurants the Uncle Angelo's Pizza Joint and Jerry's Famous
Coffee shop as well as Uncle Angelo's Bakery, a locals' favorite.
Net revenues totaled $22.5 million, including $15.3 million in
gaming revenue, in the year ended Dec. 31, 2011.  Spartan Gaming
owns 12 parcels of real property in Nevada.  Two of the parcels
provide parking access for Jerry's Nugget.

Judge Mike K. Nakagawa presides over the case. Gerald M. Gordon,
Esq., at Gordon Silver represent the Debtors.  Jerry's Nugget
estimated assets and debts of $10 million to $50 million.  Jerry's
Nugget said its current going concern value is at least
$8 million.  Spartan Gaming estimated $1 million to $10 million in
assets and debts.  The petitions were signed by Jeremy Stamis,
president.

In its schedules, Jerry's Nugget disclosed $12,378,944 in assets
and $10,771,442 in liabilities as of the Petition Date.

The law firm of Dorsey & Whitney represents US Bank; Morris Law
Group and H3 Law represent CRE; The Schwartz Law Firm represent
The George Stamis Family Trust, George Stamis and Effie Stamis.

The Debtors' Plan generally provides for the repayment of claims
against the Debtors as: (i) Allowed Secured Claims will be paid in
full with interest; (ii) Allowed Priority Claims will be paid in
full with interests; (iii) Allowed Administrative Convenience
Claims will be paid in full; and (iv) Allowed General Unsecured
Claims will be paid their pro rata portion of $2,500,000, which
will be funded by Debtors' ongoing operations and the $400,000 or
greater contribution from the Stamis Trusts.  Existing Equity
Securities in JNI and Spartan Gaming will be canceled and 100
percent of the Reorganized Debtors' stock and membership issued to
the Stamis Trusts.

The Bankruptcy Court approved on June 28, 2013, the amended
disclosure statement describing the Debtors' Joint Plan.  The
Court confirmed the Debtors' Third Amended Joint Plan of
Reorganization on Oct. 28.  The Debtors said the Plan's Effective
Date was Nov. 26, and the Plan was substantially consummated on
Dec. 19.


JFL-NRC HOLDINGS: S&P Assigns 'B' CCR & Rates $162MM Debt 'B'
-------------------------------------------------------------
At the same time, based on preliminary terms and conditions, S&P
assigned a 'B' issue-level rating (the same as the corporate
credit rating) and a recovery rating of '3' to the proposed $162
million first-lien senior secured facility.  The borrower will be
NRC US Holding Co. LLC.  The '3' recovery rating indicates S&P's
expectation of meaningful (50% to 70%) recovery in the event of
payment default.  The facility consists of a $15 million revolving
credit facility due 2019 and a $147 million first-lien term loan
due 2020.

National Response Corp. plans to use the new credit facilities to
finance the acquisitions and to refinance existing debt.

"The ratings on National Response Corp. reflect our assessment of
its business risk profile as 'weak' and its financial risk profile
as 'highly leveraged,' according to our criteria," said Standard &
Poor's credit analyst Pranay Sonalkar.  This results in a
preliminary rating outcome ("anchor") of 'b'.  S&P has chosen the
higher of two possible anchors because National Response Corp. is
not as highly leveraged as most 'b-' rated peers.  S&P assess its
management and strategy as "fair".

National Response Corp. is a provider of emergency response and
environmental and industrial services primarily to the marine
transportation, industrial, and oil and gas industries.

The outlook is stable.  S&P expects the company to successfully
integrate the Sureclean and SRS acquisitions, maintain
satisfactory operating profitability, and generate sufficient free
cash flow to support a financial profile consistent with the
ratings.  S&P's expectations at the current rating include FFO to
debt of at least 10% and adequate liquidity.

S&P could lower the ratings if the company were to pursue
additional debt-funded acquisitions or if challenges during the
integration or loss of customers were to result in EBITDA margins
declining by 300 basis points resulting in FFO to debt of below
10%.  S&P could also lower the rating if the company's liquidity
position were to deteriorate to less than adequate.

S&P views an upgrade as unlikely given the company's current
business risk profile and very aggressive financial policy.
However, S&P could raise the ratings if the company were to
integrate acquisitions successfully, increase its profitability,
and maintain financial policies that would support an FFO to
adjusted debt ratio of about 20% on a sustainable basis.


KENNY G. ENTERPRISES: Avoidance of Postpetition Transfer Appealed
-----------------------------------------------------------------
Central District of California Judge Otis D. Wright, II, granted
Douglas Rotenberg and Tuong-Vy Ton leave to appeal a Bankruptcy
Court decision denying the dismissal of their complaint with
prejudice.

After the Rotenbergs purchased a house for more than $3 million,
Thomas H. Casey, the trustee for Kenney G. Enterprises, LLC's
bankruptcy estate, filed suit against them to set aside the sale
as fraudulent under California law.  Mr. Casey asserted standing
under 11 U.S.C. Sec. 544(b) -- a section which gives a bankruptcy
trustee the ability to avoid certain transfers made by a debtor
that are voidable under applicable law by an existing, unsecured
creditor.

The Rotenbergs moved to dismiss the complaint, arguing that Sec.
544(b) does not apply to transfers that occur after a debtor has
filed for bankruptcy.

After noting authority on both sides of the split, the bankruptcy
court found that it could properly apply Sec. 544(b) to a
postpetition transfer and denied the motion.

Given the nationwide legal divide and importance of the
interpretive issue to this action, the District Court granted the
Rotenbergs' Motion for Leave to Appeal.

Kenny G Enterprises, LLC, based in Irvine, Calif., filed for
Chapter 11 bankruptcy (Bankr. C.D. Cal. Case No. 11-24750) in
Santa Ana on Oct. 24, 2011.  Perry Roshan-Zamir, Esq., at the Law
Offices Of Perry Roshan-Zamir, served as counsel.  In its
petition, the Debtor did not declare estimated assets but said
debts are between $1 million to $10 million.  The petition was
signed by Kenneth Gharib, managing member.

At that time of the bankruptcy filing, the bankruptcy estate's
property included the residence located at 10 Horseshoe Court,
Hillsborough, California.

On Nov. 14, 2012, the Debtor filed a reorganization plan. The
Bankruptcy Court confirmed the plan on Jan. 3, 2013.  Paragraph
VII(a) of the plan, consistent with bankruptcy law, revested the
Hillsborough property in the Debtor.

Around March 22, 2013, the Rotenbergs purchased the Hillsborough
property for $3,130,000. The Debtor did not seek judicial approval
for the sale -- though the bankruptcy court concedes that none was
required.

At a hearing on Aug. 14, 2013, the bankruptcy court sua sponte
converted the case to Chapter 7 bankruptcy.  The court also issued
an order restraining Kenneth Ghari, Steven Rashtabadi, Ken &
Associates, Freedom Investments, and parties acting in concert
with them from transferring any part of the $1.8 million proceeds
from the Hillsborough property sale to anyone other than the
Chapter 7 trustee.

Despite the order, the $1.8 million is currently unaccounted for.
Mr. Casey consequently filed suit against the Rotenbergs seeking
to set aside the sale under California Civil Code section 3439.042
and take title to the property.  He asserted standing to proceed
on behalf of an existing, unsecured creditor under 11 U.S.C. Sec.
544(b).  That subsection provides that, the trustee may avoid any
transfer of an interest of the debtor in property or any
obligation incurred by the debtor that is voidable under
applicable law by a creditor holding an unsecured claim that is
allowable under section 502 or that is not allowable only under
section 502(e).

The Rotenbergs moved to dismiss the complaint in the bankruptcy
court, arguing that Sec. 544(b) only applies to prepetition
transfers. The bankruptcy court disagreed and denied the motion
with prejudice.

The case before the District Court is, THOMAS H. CASEY, Plaintiff,
v. DOUGLAS ROTENBERG; TUONG-VY TON, Defendants, Case No. 8:14-cv-
00246-ODW (C.D. Cal.).  A copy of the District Court's March March
6, 2014 Order is available at http://is.gd/HPuU6Sfrom Leagle.com.


KENTUCKIANA HEALTHCARE: Fails in Bid to Dismiss PRN Pharma Dispute
------------------------------------------------------------------
Senior District Judge Charles R. Simpson, III, in Louisville,
Kentucky, ruled that:

     -- the motion of Kentuckiana Healthcare, LLC, for dismissal
        of all claims between PRN Pharmaceutical Services LP,
        Paramount Healthcare Management Group, LLC, Paramount of
        Indianapolis, and Omnicare, Inc. for lack of subject
        matter jurisdiction (10-03100-thf) is denied, and

     -- the motion of Kentuckiana Healthcare, LLC for a pretrial
        conference (12CV-705) is held in abeyance pending further
        District Court order.

PRN PHARMACEUTICAL SERVICES, LP, Plaintiff, v. BROWNSBURG
HEALTHCARE LLC, et al., Defendants, Civil Action No. 3:12CV-705-S,
Adversary Proceeding No. 10-03100 (W.D. Ky.), seeks payment for
goods and services provided to various Indiana nursing homes under
a series of contracts.  PRN sued the owners of the nursing homes
and two management companies, one of whom is debtor Kentuckiana
Healthcare, for payment of allegedly unpaid bills. The defendants
counter- and cross-claimed under a variety of legal theories.

The case began in Marion County, Indiana, Superior Court as a
garden variety civil action.  It was removed to the U.S. District
Court for the Southern District of Indiana, and was remanded back
to Marion County Superior Court for lack of diversity
jurisdiction.  It was then removed to the Bankruptcy Court for the
Southern District of Indiana after Kentuckiana Healthcare and
Paramount Healthcare Group, the parent company of the two of the
Paramount defendants, filed petitions for Chapter 11 relief in the
Bankruptcy Court for the Western District of Kentucky.  The matter
was then transferred to the Bankruptcy Court for the Western
District of Kentucky, and became Adversary Proceeding No.
10-03100.  PRN, Omnicare, and the Trustee for Kentuckiana then
moved the District Court to withdraw the reference of this matter.

The PHG Chapter 11 proceeding was dismissed prior to the court's
order addressing subject matter jurisdiction.  Kentuckiana argues
that the claims by and against the Paramount defendants bear no
relation to the bankruptcy proceeding. PRN and Omnicare contend
there is a connection of the Paramount defendants to the
Kentuckiana bankruptcy. However, the Paramount defendants and
Kentuckiana have not asserted claims against each other. Further,
Paramount of Indianapolis has not asserted an indemnity claim
against Kentuckiana, as it apparently did not have a contract with
Kentuckiana for the management of its Cambridge Manor facility.
According to the District Court, facially, it appears that the
claims between PRN and the Paramount defendants bear no relation
to the Kentuckiana bankruptcy.

However, PRN notes that the Trustee for the Kentuckiana bankruptcy
estate recently filed an adversary proceeding against Frank and
Linda Littriello, the Paramount defendants, and other non-
defendant Paramount entities (No. 12-03084) raising allegations of
fraud and conversion.  Littriello was apparently the 100% owner of
Kentuckiana and all of the various Paramount entities, and is
accused of playing "hide the ball" with the companies' funds.  The
Trustee seeks to establish set-off rights, and avoid and recover
preferences and fraudulent transfers on behalf of the Kentuckiana
bankruptcy estate through this additional adversary proceeding.

According to the District Court, pertinent here is the fact that
the Trustee has alleged that "Kentuckiana Healthcare improperly
paid Paramount Management $1,153,811.89 in fees that should have
been paid to PRN Pharmaceutical, in violation of the agreements
with [the facilities defendants], the Employee Leasing Agreement
and the Amendment thereto."  This claim mirrors, in many respects,
PRN's claims against the Paramount defendants.  Additionally, the
Paramount defenants have counter-claimed for "overbilling" by
Omnicare.

"We find, therefore, that the outcome of the claims between PRN,
Omnicare, and the Paramount defendants could conceivably have some
kind of impact on the bankruptcy estate," the Court held.

Judge Simpson granted the parties 14 days from the date of entry
of the Court's order to show cause why his Memorandum Opinion and
Order should not be entered as a final judgment and the matter
remanded to the Marion County, Indiana, Superior Court.

A copy of the District Court's March 7, 2014 Memorandum Opinion
and Order is available at http://is.gd/DGIUpIfrom Leagle.com,

Louisville, Kentucky-based Kentuckiana Healthcare LLC -- dba
Brownsberg Healthcare Center, Castleton Healthcare Center and
Plainfield Healthcare Center -- filed for Chapter 11 bankruptcy
(Bankr. W.D. Ky. Case No. 10-34230) on Aug. 10, 2010, estimating
under $10 million in both assets and debts.  David M. Cantor,
Esq., at Seiller Waterman LLC, served as counsel to the Debtor.

A list of the Company's six largest unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/kywb10-34230.pdf The petition was signed
by Frank Littriello Jr., member.

Affiliate Paramount Healthcare Group Inc (Case No. 10-34229) also
filed a Chapter 11 petition on Aug. 10, 2010.


KORLEY B. SEARS: Directed to Pay Plaintiffs' Attorney Fees
----------------------------------------------------------
RHETT R. SEARS, et al., Plaintiffs, v. KORLEY B. SEARS, Defendant,
No. 4:14-CV-3041 (D. Neb.), seeks to determine dischargeability of
the defendant's debt.  The plaintiffs, who are creditors of the
defendant in his Chapter 11 bankruptcy proceeding, allege that he
failed to disclose his interest in certain property that he had
supposedly transferred but actually had retained. According to the
plaintiffs, the defendant's actions warrant denial of a discharge
pursuant to several subsections of 11 U.S.C  The defendant claims
that the District Court should withdraw the reference of the
adversary proceeding to bankruptcy court pursuant to 28 U.S.C.
Sec. 157(d).

Nebraska District Judge John M. Gerrard reviewed the Report and
Recommendation of the U.S. Bankruptcy Judge, the plaintiffs'
motion for attorney fees, and the defendant's objection the report
and recommendation.  Judge Gerrard held that the objection is
completely without merit.  In a March 7, 2014 Memorandum and Order
is available at http://is.gd/gr6pBqfrom Leagle.com, the Court
overruled the objection, adopted the Report and Recommendation,
denied the plaintiffs' Motion for Withdrawal of Reference (case
no. 4:12-ap-4034), and granted the plaintiffs' motion for attorney
fees in the amount of $2,510.

                        About Korley Sears

Ainsworth, Nebraska-based Korley B. Sears filed for Chapter 11
bankruptcy protection (Bankr. D. Neb. Case No. 10-40277) on
Feb. 2, 2010.  Jerrold L. Strasheim, Esq. -- jls@strasheimlaw.com
-- in Omaha, Nebraska, assisted Mr. Sears in his its restructuring
effort.  He estimated $1 million to $10 million in assets and
$10 million to $50 million in liabilities.


LEAR CORP: Moody's Rates New $325MM Sr. Unsecured Notes 'Ba2'
-------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Lear
Corporation's new $325 million of senior unsecured notes. In a
related action, Moody's affirmed Lear's Corporate Family Rating
and existing senior unsecured notes at Ba2 and Speculative Grade
Liquidity Rating at SGL-1. The rating outlook remains positive.

The following rating was assigned:

  $325 million senior unsecured notes due 2024, at Ba2
  (LGD4 60%).

The following ratings were affirmed:

  Corporate Family Rating, at Ba2;

  Probability of Default Rating, at Ba2-PD;

  7.875% Senior unsecured notes due 2018, at Ba2 (LGD4 60%),
  (this rating will be withdrawn upon repayment);

  8.125% Senior unsecured notes due 2020, at Ba2 (LGD4 60%);

  4.75% Senior unsecured notes due 2023, at Ba2 (LGD4 60%);

  Speculative Grade Liquidity Rating, at SGL-1.

Ratings Rationale

Lear announced that the net proceeds from the new note offering
will be used to fund the previously announced election to redeem
$280 million of its remaining outstanding 7.875% senior notes due
2018, and 10% ($35 million) of the original outstanding amount of
its 8.125% senior notes due 2020, and general corporate purposes.
Currently, $280 million in aggregate principal amount of the 2018
Notes and $280 million in aggregate principal amount of the 2020
Notes are outstanding. The transaction is expected to push out
related debt maturities to 2024 from 2018 and reduce related
interest costs.

On January 17, 2014, Moody's affirmed Lear's Corporate Family
Rating at Ba2 and changed the rating outlook to positive.

The principal methodology used in this rating was the Global
Automotive Supplier Industry published in May 2013. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

Lear Corporation, headquartered in Southfield, MI, is one of the
world's leading suppliers of automotive seating and electrical
power management systems. The company had net sales of $16.3
billion for the fiscal year 2013.


LEAR CORP: S&P Rates $325MM Sr. Unsecured Notes 'BB'
----------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level
rating and '5' recovery rating to Michigan-based Lear Corp.'s
$325 million senior unsecured notes due in 2024.  The '5' recovery
rating indicates S&P's expectation that lenders will receive a
modest recovery (10%-30%) in the event of a default.

The notes are senior unsecured obligations that the company's
subsidiary guarantors guarantee on an unsecured basis.  In right
of payment, the notes are subordinated to the company's existing
and future secured debt and equal to all existing and future
senior unsecured debt.

The company plans to use the net proceeds of this offering to
redeem the remaining principal on the notes due in 2018, to
partially redeem the notes due in 2020, and for general corporate
purposes.  On Feb. 21, 2014, Lear announced that it would redeem
its 7.875% notes due in 2018 in full and repurchase 10% of the
original $350 million of its 8.125% notes due in 2020.

The rating on Lear reflects S&P's assessment of the company's
financial risk profile as "intermediate" and its business risk
profile as "weak."  The company is a Tier 1 supplier of seating
systems and electrical power management systems for the global
light-vehicle market.

RATING LIST

Lear Corp.
Corporate credit rating                  BB+/Stable/--

New Rating

Lear Corp.
$325 million senior unsecured notes due in 2024    BB
  Recovery rating                                   5


LIME ENERGY: Seeks to Expand Programs with Current Clients
----------------------------------------------------------
Adam Procell, president and chief executive officer of Lime Energy
Co., gave an interview to John Downey of the Charlotte Business
Journal on Feb. 26, 2014.  Mr. Downey agreed to keep the
information in the interview confidential until 9:00 am Feb. 28,
2014.

In that interview, Mr. Procell said that in 2014 the Company will
be expanding its programs with all of its clients.

"2013 was a breakout year for us.  But it was a breakout year that
included starting up five new programs.  So there were a lot of
costs in 2013 that we don't anticipate in 2014."

He also talked about the challenges the Company is going through
including the the investigation by the U.S. Securities and
Exchange Commission regarding a Form 8-K disclosure filed with the
SEC in June of 2012.  He declined to divulge more details
regarding the matter as the investigation is still ongoing.

A full transcript of the interview is available for free at:

                         http://is.gd/z9pV8A

                          About Lime Energy

Headquartered in Huntersville, North Carolina, Lime Energy Co. --
http://www.lime-energy.com-- is engaged in planning and
delivering clean energy solutions that assist its clients in their
energy efficiency and renewable energy goals.  The Company's
solutions include energy efficient lighting upgrades, energy
efficient mechanical and electrical retrofit and upgrade services,
water conservation, building weatherization, on-site generation
and renewable energy project development and implementation.  The
Company provides energy solutions across a range of facilities,
from high-rise office buildings, distribution facilities,
manufacturing plants, retail sites, multi-tenant residential
buildings, mixed use complexes, hospitals, colleges and
universities, government sites to small, single tenant facilities.

Lime Energy disclosed in regulatory filings in July 2013 it is in
discussions with PNC Bank about entering into a forbearance
agreement in which they would agree not to accelerate a loan for a
period of time while the Company attempts to correct the gas flow
issue and sell its landfill-gas facility.  The bank is considering
the Company's request.

As of Sept. 30, 2013, the Company had $33.15 million in total
assets, $26.70 million in total liabilities and $6.45 million in
total stockholders' equity.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $12.58 million.  The Company incurred a net loss of
$31.81 million in 2012 as compared with a net loss of $18.93
million in 2011.

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


LIZANATAY HOLDINGS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

    Debtor                                       Case No.
    ------                                       --------
    Lizanatay Holdings, LLC                      14-03216
    55 N. Litchfield Road
    Goodyear, AZ 85338

    Grand Valley Lizanatay, LLC                  14-03219
       dba dba La Quinta Inn & Suites
    570 Raptor Road
    Fruita, CO 81521

    Rawlins Lizanatay, L.L.C.                    14-03221
    14355 N. Pecos RD.
    Westminster, CO 80023

    Arizona Linazatay, L.L.C.                    14-03211
       dba Best Western Goodyear Inn
    55 North Litchfield Road
    Goodyear, AZ 85338

Chapter 11 Petition Date: March 11, 2014

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

Judge: Hon. George B. Nielsen Jr. (14-03216)
       Hon. Sarah Sharer Curley (14-03219 and 14-03221)
       Hon. Eileen W. Hollowell (14-03211)

Debtors' Counsel: Scott R. Goldberg, Esq.
                  SCHIAN WALKER, P.L.C.
                  1850 North Central Avenue, #900
                  Phoenix, AZ 85004-4531
                  Tel: (602) 277-1501
                  Fax: (602) 297-9633
                  Email: ecfdocket@swazlaw.com

                                      Estimated     Estimated
                                        Assets      Liabilities
                                      ----------   -----------
Lizanatay Holdings                    $0-$50,000    $1MM-$10MM
Grand Valley Lizanatay                $1MM-$10MM    $1MM-$10MM
Rawlins Lizanatay, L.L.C.             $1MM-$10MM    $1MM-$10MM
Arizona Linazatay, L.L.C.             $1MM-$10MM    $1MM-$10MM

The petitions were signed by Timothy H. Shaffer, chief
restructuring officer.

The Debtors did not file a list of their largest unsecured
creditors when they filed the petitions.


LLS AMERICA: $35,000 Default Judgment Entered Against Paula Donald
------------------------------------------------------------------
District Judge Rosanna Malouf Peterson entered a default judgment
against Paula Donald in the lawsuit filed against her by Bruce P.
Kriegman, solely in his capacity as court-appointed Chapter 11
Trustee for LLS America, LLC.  The judge held that, among others,
monetary judgment in the amount of US$35,000 is entered against
Ms. Donald, and transfers in the amount of US$35,000 made to Ms.
Donald within four years prior to LLS America's bankruptcy filing
are avoided.

The case is, BRUCE P. KRIEGMAN, solely in his capacity as court-
appointed Chapter 11 Trustee for LLS America, LLC, Plaintiff, v.
MATTHEW BOWOLIN, et al., Defendants, No. CV-13-416-RMP (E.D.
Wash.).  A copy of the Court's March 6, 2014 order is available at
http://is.gd/iXuVZifrom Leagle.com.

                     About Little Loan Shoppe

LLS America LLC, doing business as Little Loan Shoppe, operated an
online payday loan business.  Affiliate Team Spirit America
provided the manpower, management and equipment for Little Loan
Shoppe.  The companies are among a multitude of Canadian and
American business entities owned and operated by Doris E. Nelson,
a/k/a Dee Nelson, a/k/a Dee Foster.  Investors claimed Ms. Nelson
operated a Ponzi scheme.  Ms. Nelson allegedly told investors they
could earn as much as 60% on money her companies used to make
payday loans to consumers.  American and Canadian investors bought
notes worth US$29 million and another C$26,000,000.  However, the
investors received no payments after March 2009.

One investor group placed a related company, LLS-A LLC, into
bankruptcy in July 10, 2009.

LLS America LLC filed for bankruptcy (Bankr. D. Nev. Case No.
09-23021) on July 21, 2009, before Judge Linda B. Riegle.  Gregory
E. Garman, Esq., at Gordon Silver, served as the Debtor's counsel.
In its petition, the Debtor disclosed $2,661,584 in assets and
$24,013,837 in debts.  The petition was signed by Ralph Gamble,
CEO of the Company.

The case was subsequently moved to Washington state (Bankr. E.D.
Wash. Case No. 09-06194).  Charles Hall was appointed as examiner
in the case.


LLS AMERICA: Wins $19,100 Judgment Against Rebecca Piatt
--------------------------------------------------------
Chief District Judge Rosanna Malouf Peterson ruled that Bruce P.
Kriegman, solely in his capacity as court-appointed Chapter 11
Trustee for LLS America, LLC, will have a judgment against Rebecca
Piatt, as follows:

     1. Monetary Judgment in the amount of US$19,100.35;

     2. Transfers in the amount of US$19,100.35 made to Rebecca
        Piatt within four years prior to the Petition Filing Date
        are avoided.

The case is, BRUCE P. KRIEGMAN, solely in his capacity as court-
appointed Chapter 11 Trustee for LLS America, LLC, Plaintiff, v.
CONNIE KONSULIS, et al., Defendants, No. CV-11-365-RMP (E.D.
Wash.).  A copy of the Court's March 6, 2014 Judgment is available
at http://is.gd/5WMZYUfrom Leagle.com.

                     About Little Loan Shoppe

LLS America LLC, doing business as Little Loan Shoppe, operated an
online payday loan business.  Affiliate Team Spirit America
provided the manpower, management and equipment for Little Loan
Shoppe.  The companies are among a multitude of Canadian and
American business entities owned and operated by Doris E. Nelson,
a/k/a Dee Nelson, a/k/a Dee Foster.  Investors claimed Ms. Nelson
operated a Ponzi scheme.  Ms. Nelson allegedly told investors they
could earn as much as 60% on money her companies used to make
payday loans to consumers.  American and Canadian investors bought
notes worth US$29 million and another C$26,000,000.  However, the
investors received no payments after March 2009.

One investor group placed a related company, LLS-A LLC, into
bankruptcy in July 10, 2009.

LLS America LLC filed for bankruptcy (Bankr. D. Nev. Case No.
09-23021) on July 21, 2009, before Judge Linda B. Riegle.  Gregory
E. Garman, Esq., at Gordon Silver, served as the Debtor's counsel.
In its petition, the Debtor disclosed $2,661,584 in assets and
$24,013,837 in debts.  The petition was signed by Ralph Gamble,
CEO of the Company.

The case was subsequently moved to Washington state (Bankr. E.D.
Wash. Case No. 09-06194).  Charles Hall was appointed as examiner
in the case.


LLS AMERICA: David Wares, et al Received $171,473 From Estate
-------------------------------------------------------------
In the case, BRUCE P. KRIEGMAN, solely in his Adv. Proc. capacity
as court-appointed Chapter 11 Trustee for LLS America, LLC,
Plaintiff, v. DAVID WARES, et al, Defendants, No. CV-12-437-RMP
(E.D. Wash.), District Judge Rosanna Malouf Peterson adopted a
Report and Recommendation from the Bankruptcy Court, which
recommends that the Plaintiff's Motion for Partial Summary
Judgment be granted.  The Plaintiff seeks partial summary judgment
concluding that the Defendants invested $161,232.60 and received
$171,473.47 in LLS America.  The Defendants never responded to the
Plaintiff's requests for admission which asserted those amounts.

A copy of the March 5, 2014 ORDER ADOPTING REPORT AND
RECOMMENDATION RE PARTIAL SUMMARY JUDGMENT is available at
http://is.gd/zgdgKKfrom Leagle.com.

                     About Little Loan Shoppe

LLS America LLC, doing business as Little Loan Shoppe, operated an
online payday loan business.  Affiliate Team Spirit America
provided the manpower, management and equipment for Little Loan
Shoppe.  The companies are among a multitude of Canadian and
American business entities owned and operated by Doris E. Nelson,
a/k/a Dee Nelson, a/k/a Dee Foster.  Investors claimed Ms. Nelson
operated a Ponzi scheme.  Ms. Nelson allegedly told investors they
could earn as much as 60% on money her companies used to make
payday loans to consumers.  American and Canadian investors bought
notes worth US$29 million and another C$26,000,000.  However, the
investors received no payments after March 2009.

One investor group placed a related company, LLS-A LLC, into
bankruptcy in July 10, 2009.

LLS America LLC filed for bankruptcy (Bankr. D. Nev. Case No.
09-23021) on July 21, 2009, before Judge Linda B. Riegle.  Gregory
E. Garman, Esq., at Gordon Silver, served as the Debtor's counsel.
In its petition, the Debtor disclosed $2,661,584 in assets and
$24,013,837 in debts.  The petition was signed by Ralph Gamble,
CEO of the Company.

The case was subsequently moved to Washington state (Bankr. E.D.
Wash. Case No. 09-06194).  Charles Hall was appointed as examiner
in the case.


LONGVIEW POWER: Settlement With Foster Wheeler Approved
-------------------------------------------------------
Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the
District of Delaware approved the settlement between Longview
Power, LLC, et al., and Foster Wheeler North America Corp. over
the objections of Siemens Energy, Inc., and Kvaerner North
American Construction Inc.

As previously reported by The Troubled Company Reporter, the
settlement requires Foster Wheeler to perform rehabilitation work
with respect to a coal-fire boiler.  Foster Wheeler will not
receive any payment or compensation from Longview for the
completion of the Rehabilitation Work but any Rehabilitation Work
performed by Foster Wheeler before the effective date of the Plan
of Reorganization will have (a) an Allowed Administrative Expense
priority under Section 503(b) of the Bankruptcy Code -- which
claim will be junior to Longview's DIP financing -- and (b) all
protections provided for Sections 364(b) and (e) of the Bankruptcy
Code.

According to Bill Rochelle, the bankruptcy columnist for Bloomberg
News, Longview estimated the cost would be $50 million to fix the
700 megawatt coal-fired power plant in Maidsville, West Virginia,
so it would operate at capacity.  In addition to fixing the plant,
Foster Wheeler is  waiving almost $17 million in claims it filed,
including $14.8 million in mechanics' liens. Longview in return
will waive its claims against Foster Wheeler.

The settlement also provides that Longview will assign to Foster
Wheeler, the following claims arising under Longview's contracts
with Kvaerner and Siemens: (i) the price to perform the
Rehabilitation Work that is the responsibility of Siemens and/or
Kvaerner, and (ii) the claims Longview is entitled to assert
against Siemens and/or Kvaerner, the two other main contractors of
the Plant, arising from the claims Foster Wheeler has asserted
against Longview arising from the Boiler Agreement, to the extent
that Foster Wheeler is not entitled to directly assert those
claims against Kvaerner and/or Siemens without the assignment.

Siemens said it does not object to Foster Wheeler addressing
alleged boiler defects at Longview's power generation facility.
Siemens, however, objects to the extent the Debtors seek to grant
Foster Wheeler an allowed administrative expense claim for
rehabilitation work on the boiler where (a) the Debtors' motion
provides no information as to the related costs Foster Wheeler has
incurred to date or the estimated costs for such work going
forward, (b) the amount of the claim is unknown and unlimited, and
(c) if the settlement is approved, the administrative claim will
not be subject to any further review as to whether the costs
incurred are actual and necessary costs of preserving Longview's
estate.  Kvaerner filed its objection under seal.

In response to the objections, the Debtors maintained that one of
the two major goals of their cases -- and the first step in
successfully exiting Chapter 11 -- is to fix the Plant.  The
settlement, the Debtors argued, put a stop to months of extensive
litigation with Foster Wheeler, Siemens and Kvaerner, and provides
the means to effectuate the first and most significant step in the
Debtors' successful reorganization -- fixing the Plant.  Notably,
the Settlement ensures that the repairs will be performed by
Foster Wheeler -- who, in the business judgment of the Debtors and
the Backstoppers, is the best party to fix the boiler.

The Backstoppers, who (a) are holders of allowed senior secured
claims constituting approximately 65% of the Debtors' $1 billion
in prepetition senior secured debt claims, (b) committed to
backstop up to $150,000,000 in DIP and exit financing necessary to
fund these chapter 11 cases and the Debtors' business operations
after emergence from chapter 11, and (c) have agreed to support a
plan of reorganization that equitizes their senior secured debt,
told the Court that they fully support approval of the settlement
with Foster Wheeler, recognizing that Foster Wheeler is the entity
best situated to conduct the Plant repair work.

Foster Wheeler joined in the Debtors' arguments and maintained
that the settlement satisfies the requirements of Rule 9019 of the
Federal Rules of Bankruptcy Procedure.  Foster Wheeler pointed out
that the settlement only impacts claims of Longview and Foster
Wheeler, and leaves both Kvaerner and Siemens in the same, if not
better position than they were previously.

To resolve the objections of Siemens and Kvaerner, the Court ruled
that any determination by the Court in connection with the claims
estimation process will have no preclusive effect on Foster
Wheeler, Siemens or Kvaerner.  Nothing in the settlement will be
deemed to constitute a waiver or release of any rights, arguments,
claims, counterclaims, or defenses of Siemens and Kvaerner in and
with respect to the arbitration, the estimation motion, the
letters of credit or any insurance carriers.

Mr. Rochelle said there is a glimmer of hope there will be
settlement with Kvaerner and Siemens as they agreed to participate
in at least 10 days of mediation together with the Debtors and the
Backstoppers.

Daniel J. DeFranceschi, Esq., Paul N. Heath, Esq., Zachary I.
Shapiro, Esq., and Marisa A. Terranova, Esq., at RICHARDS, LAYTON
& FINGER, P.A., in Wilmington, Delaware, serve as the Debtors'
counsel.  Philip R. White, Esq., D. Farrington Yates, Esq., Scott
E. Koerner, Esq., and David A. Pisciotta, Esq., at DENTONS US LLP,
in New York, serve as the Debtors' special litigation counsel.

Foster Wheeler is represented by William P. Bowden, Esq., and
Karen B. Skomorucha Owens, Esq., at ASHBY & GEDDES, P.A., in
Wilmington, Delaware; Lawrence A. Larose, Esq., Samuel S. Kohn,
Esq., and Robert J. Gayda, Esq., at CHADBOURNE & PARKE LLP, in New
York; and Ira Genberg, Esq., and Jason D. McLarry, Esq., at
TROUTMAN SANDERS LLP, in Atlanta, Georgia.

The Backstoppers are represented by Laura Davis Jones, Esq., and
Colin R. Robinson, Esq., at PACHULSKI STANG ZIEHL & JONES LLP, in
Wilmington, Delaware; and Ira Dizengoff, Esq., Sean E. O'Donnell,
Esq., and Arik Preis, Esq., at AKIN GUMP STRAUSS HAUER & FELD LLP,
in New York.

Siemens is represented by Donald J. Detweiler, Esq., and John H.
Schanne, II, Esq., at PEPPER HAMILTON LLP, in Wilmington,
Delaware; Edward C. Dolan, Esq., and Robert B. Wolinsky, Esq., at
HOGAN LOVELLS US LLP, in Washington, D.C.; and Daniel E. Gonzalez,
Esq., Mark R. Cheskin, Esq., and Richard C. Lorenzo, Esq., at
HOGAN LOVELLS US LLP, in Miami, Florida.

Kvaerner is represented Eric Lopez Schnabel, Esq., Robert W.
Mallard, Esq., and Alessandra Glorioso, Esq., at Dorsey & Whitney
(Delaware) LLP, in Wilmington, Delaware; William G. Primps, Esq.,
Esq., and Eric Lopez Schnabel, Esq., at DORSEY & WHITNEY LLP, in
New York; and Jocelyn L. Knoll, Esq., and Eric Ruzicka, Esq., at
DORSEY & WHITNEY LLP, in Minneapolis, Minnesota.

                     About Longview Power LLC

Longview Power LLC is a special purpose entity created to
construct, own, and operate a 695 MW supercritical pulverized
coal-fired power plant located in Maidsville, West Virginia, just
south of the Pennsylvania border and approximately 70 miles south
of Pittsburgh.  The project is owned 92% by First Reserve
Corporation (First Reserve or sponsor), a private equity firm
specializing in energy industry investments, through its affiliate
GenPower Holdings (Delaware), L.P., and 8% by minority interests.

Longview Power, LLC, filed a Chapter 11 (Bank. D. Del. Lead Case.
13-12211) on Aug. 30, 2013.  The petitions were signed by Jeffery
L. Keffer, the Company's chief executive officer, president,
treasurer and secretary.  The Debtor estimated assets and debts of
more than $1 billion.  Judge Brendan Linehan Shannon presides over
the case.  Kirkland & Ellis LLP and Richards, Layton & Finger,
P.A., serve as the Debtors' counsel.  Lazard Freres & Company LLC
acts as the Debtors' investment bankers.  Alvarez & Marsal North
America, LLC, is the Debtors' restructuring advisors.  Ernst &
Young serves as the Debtors' accountants.  The Debtors' claims
agent is Donlin, Recano & Co. Inc.

The Debtor disclosed assets of $1,717,906,595 plus undisclosed
amounts and liabilities of $1,075,748,155 plus undisclosed
amounts.

Roberta A. DeAngelis, U.S. Trustee for Region 3, disclosed that as
of September 11, 2013, a committee of unsecured creditors has not
been appointed in the case due to insufficient response to the
U.S. Trustee's communication/contact for service on the committee.


LONGVIEW POWER: Plan Hearing Moved Sine Die to Allow Mediation
--------------------------------------------------------------
Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the
District of Delaware issued an order to facilitate the mediation
among the representatives of Longview Power, LLC, et al., the
Backstoppers, Kvaerner North American Construction, Inc., Foster
Wheeler North America Corp., and Siemens Energy, Inc.

The mediation will be conducted before Kenneth Gibbs, Esq., and
the Hon. Raymond T. Lyons on March 27 and 28, 2014, to be held in
New York City.

There will be an absolute mediation privilege, and all
communications between or among the mediation parties and the
mediators, which are directly related to or arising out of the
mediation made before, during and after the mediation (i) will be
governed by Rule 408 of the Federal Rules of Evidence,
confidential, protected from disclosure, and will not constitute a
waiver of any existing privileges and immunities, (ii) may not be
disclosed to any third party for any reason, including without
limitation any disclosure to the Court, and (iii) may not be used
for any purpose other than the mediation.

According to Bill Rochelle, the bankruptcy columnist for Bloomberg
News, the hearing to consider confirmation of the Debtors' Joint
Plan of Reorganization was postponed indefinitely, for lack of
agreement with Siemens and Kvaerner, the two other contractors of
the 700 megawatt coal-fired power plant in Maidsville, West
Virginia.  Mr. Rochelle said that, as written, the plan could be
difficult if not impossible to implement because it is based on an
assumption the claims by all contractors would be tossed out.

As reported in the Troubled Company Reporter on Dec. 27, 2013,
the Debtor won court permission to start polling creditors on a
Chapter 11 restructuring that swaps more than $1 billion in debt
for equity and provides money to fix its troubled plant.  Once
creditors cast their ballots, Longview will return to court
to seek confirmation of the Chapter 11 exit plan, the report
related.  Under the plan, existing lenders have agreed to provide
$150 million to fund emergence and repair the West Virginia plant.
Under the Plan, general unsecured creditors owed an estimated $4.5
million will get a recovery of 5.5% to 22%.

                     About Longview Power LLC

Longview Power LLC is a special purpose entity created to
construct, own, and operate a 695 MW supercritical pulverized
coal-fired power plant located in Maidsville, West Virginia, just
south of the Pennsylvania border and approximately 70 miles south
of Pittsburgh.  The project is owned 92% by First Reserve
Corporation (First Reserve or sponsor), a private equity firm
specializing in energy industry investments, through its affiliate
GenPower Holdings (Delaware), L.P., and 8% by minority interests.

Longview Power, LLC, filed a Chapter 11 (Bank. D. Del. Lead Case.
13-12211) on Aug. 30, 2013.  The petitions were signed by Jeffery
L. Keffer, the Company's chief executive officer, president,
treasurer and secretary.  The Debtor estimated assets and debts of
more than $1 billion.  Judge Brendan Linehan Shannon presides over
the case.  Kirkland & Ellis LLP and Richards, Layton & Finger,
P.A., serve as the Debtors' counsel.  Lazard Freres & Company LLC
acts as the Debtors' investment bankers.  Alvarez & Marsal North
America, LLC, is the Debtors' restructuring advisors.  Ernst &
Young serves as the Debtors' accountants.  The Debtors' claims
agent is Donlin, Recano & Co. Inc.

The Debtor disclosed assets of $1,717,906,595 plus undisclosed
amounts and liabilities of $1,075,748,155 plus undisclosed
amounts.

Roberta A. DeAngelis, U.S. Trustee for Region 3, disclosed that as
of September 11, 2013, a committee of unsecured creditors has not
been appointed in the case due to insufficient response to the
U.S. Trustee's communication/contact for service on the committee.


M.D. CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: M.D. Construction Enterprises, II, Inc.
        903 Franklin Street, Suite B
        Michigan City, IN 46360

Case No.: 14-30442

Chapter 11 Petition Date: March 11, 2014

Court: United States Bankruptcy Court
       Northern District of Indiana (South Bend Division)

Judge: Hon. Harry C. Dees, Jr.

Debtor's Counsel: Catherine Molnar-Boncela, Esq.
                  GORDON E. GOUVEIA & ASSOCIATES
                  433 West 84th Drive
                  Merrillville, IN 46410
                  Tel: (219) 736-6020
                  Email: geglaw@gouveia.comcastbiz.net

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Michael Doreski, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/innb14-30442.pdf


MARINA BIOTECH: To Swap Notes With 1.9 Million Common Shares
------------------------------------------------------------
Marina Biotech, Inc., and the holders of the secured promissory
notes that that Company issued pursuant to that certain Note and
Warrant Purchase Agreement, dated as of Feb. 10, 2012, among the
Company, certain of its wholly-owned subsidiaries, and the
purchasers, agreed that the Company would issue to the Purchasers,
in exchange for the Notes, an aggregate of 1,959,389 shares of the
Company's common stock, with each Share valued at $0.75.  The
Company issued the Shares in reliance on the exemption contained
in Section 3(a)(9) of the Securities Act of 1933, as amended.

                        About Marina Biotech

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

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

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

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

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

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


MATTHIAS ENTERPRISES: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy cases:

     Debtor                                 Case No.
     ------                                 --------
     Matthias Enterprises, LLC              14-03151
     15396 N. 83rd Ave., Suite E
     Peoria, AZ 85381

     Panda Medical Associates LLC           14-03152
     15396 N. 83rd Ave., Suite E
     Peoria, AZ 85381

Chapter 11 Petition Date: March 11, 2014

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

Judge: Hon. George B. Nielsen Jr. (14-03151)
       Hon. Eddward P. Ballinger Jr. (14-03152)

Debtors' Counsel: D. Lamar Hawkins, Esq.
                  AIKEN SCHENK HAWKINS & RICCIARDI, P.C.
                  2390 East Camelback Road, Suite 400
                  Phoenix, AZ 85016-3479
                  Tel: 602-248-8203
                  Fax: 602-248-8840
                  Email: dlh@ashrlaw.com

                                   Estimated    Estimated
                                    Assets      Liabilities
                                  -----------   -----------
Matthias Enterprises               $1MM-$10MM   $1MM-$10MM
Panda Medical Associates           $50K-$100K   $1MM-$10MM

The petitions were signed by Chioma N. Iweha, manager.

The Debtors did not file a list of their largest unsecured
creditors when they filed the petitions.


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

Case No.: 14-31245

Chapter 11 Petition Date: March 11, 2014

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

Judge: Hon. Harlin DeWayne Hale

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

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

Estimated Liabilities: $1 million to $10 million

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

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


MJC AMERICA: Tap Winston & Strawn as Special Litigation Counsel
---------------------------------------------------------------
MJC America, Ltd., doing business as Soleus Air System, sought and
obtained permission from the U.S. Bankruptcy Court to employ
Winston & Strawn LLP as special litigation counsel.

The Debtor attests that the firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.

MJC America, Ltd., doing business as Soleus Air System --
http://www.soleusair.com/-- which sells Soleus-branded air
conditioners and heaters in the U.S., filed for Chapter 11
bankruptcy protection (Bankr. C.D. Cal. Case No. 13-39097) in Los
Angeles on Dec. 10, 2013.

David A. Tilem ("TILEM") is the Debtor's general bankruptcy
counsel.

MJC disclosed $14.0 million in total assets and $15.9 million in
liabilities in its schedules.  Accounts receivable of $9.22
million and inventory of $4.12 million comprise most of the
assets.  East West Bank has a scheduled secured claim of
$2.1 million on a line of credit, and Hong Kong Gree Electric
Appliances Sales, Ltd., is owed $4.07 million, but only $288,000
is secured.


MPH ACQUISITION: Moody's Assigns 'B2' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
(CFR) and B2-PD Probability of Default Rating to MPH Acquisition
Holdings LLC ("MPH"), the indirect parent of MultiPlan, Inc.  At
the same time, Moody's assigned B1 (LGD 3, 33%) ratings to the
company's proposed first lien senior secured credit facilities,
including a $2.2 billion senior secured first lien term loan and a
$75 million senior secured first lien revolving credit facility.
Moody's also assigned a Caa1 (LGD 5, 87%) rating to the company's
proposed $1.0 billion senior unsecured note offering. The proceeds
from the senior secured term loan, senior unsecured notes, and
contribution of common equity, will fund the acquisition of the
company by Starr Investment Holdings and Partners Group from the
current owners, Silver Lake and BC Partners, refinance existing
debt, and pay transaction fees and expenses. The rating outlook is
stable.

All ratings are subject to review of final documentation.

Moody's assigned the following ratings:

Issuer: MPH Acquisition Holdings LLC

Corporate Family Rating, B2

Probability of Default Rating, B2-PD

$75 million senior secured first lien revolving credit facility,
rated B1 (LGD 3, 33%)

$2.2 billion senior secured first lien term loan, rated B1 (LGD 3,
33%)

$1.0 billion senior unsecured notes, rated Caa1 (LGD 5, 87%)

The rating outlook is stable.

Moody's anticipates all of the corporate and instrument ratings at
MPH Intermediate Holding Company 2 and MultiPlan, Inc. will be
withdrawn upon completion of the proposed transaction and
repayments of existing debt.

Ratings Rationale

"The B2 Corporate Family Rating reflects the very high financial
leverage resulting from the sizeable amount of debt that will be
used to fund the acquisition of the company," stated Moody's
Analyst Daniel Goncalves. "However, the company's credit profile
benefits from its leading scale and market position in the U.S. as
an independent PPO, solid and improving operating margins, and
stable free cash flow generation," continued Goncalves.

On a pro forma basis for the acquisition financing transaction,
Moody's estimates pro forma adjusted debt to EBITDA of
approximately 7.3 times for the year ended December 31, 2013. The
rating also reflects the company's small absolute size based on
revenue, high concentration among the company's largest customers,
and lack of organic growth within the company's Primary PPO
Network segment. However, the rating is supported by the PPO
industry's high barriers to entry, solid organic growth within
MultiPlan's Complementary PPO Network business, and the company's
solid historical track record of debt reduction. Further, despite
very high financial leverage, Moody's expects the company to
generate positive free cash flow and maintain a good liquidity
profile.

The stable rating outlook reflects Moody's expectation that
financial leverage and cash flow to debt metrics will steadily
improve due to debt repayment and continued earnings growth over
the next several quarters, and that the company will not engage in
any material debt-financed acquisitions or shareholder
initiatives.

The ratings could be downgraded if the company is unable to reduce
financial leverage to the mid-6x range by the end of 2014, with
further progress to below 6.0 times over the next 12 to 18 months,
or if the company engages in any material debt financed
acquisitions or shareholder initiatives. In addition, the ratings
could be lowered if the company's availability under external
liquidity sources deteriorates.

An upgrade is unlikely over the near-term due to the company's
very high financial leverage, small size, and high customer
concentration. However, the ratings could be upgraded if adjusted
financial leverage declines to below 4.5 times, and we gain
confidence that the company's financial policies are consistent
with maintaining leverage below this level.

The principal methodology used in this rating/analysis was the
Global Business and Consumer Service Industry Methodology
published in October 2010. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.

MPH Acquisition Holdings LLC is a holding company whose principal
operating subsidiary is MultiPlan, Inc. Based in New York, New
York, MultiPlan operates principally in the health care benefits
field as an independent Preferred Provider Organization (PPO) in
the U.S. The company provides health care cost management services
via contract arrangements between health insurance companies,
national and regional health plans, third party administrators,
self-insured employers, Taft-Hartley sponsored plans and federal
and state government agencies. MultiPlan directly negotiates
contracts with healthcare providers (such as hospitals and
practitioners) to achieve significant discounts compared to the
providers' fee-for-service rates. MultiPlan's revenues are
generated from discounts provided for payers that access the
company's provider network. The company generated revenues of
approximately $675 million for the year ended December 31, 2013.


MULTIPLAN INC: S&P Affirms 'B' CCR & Rates $2.275BB Facilities 'B'
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' long-term
corporate credit rating on MultiPlan Inc.  The outlook is stable.

"In addition, we assigned our 'B' issue-level ratings (with '3'
recovery ratings) to MPH Acquisition's $2.275 billion in senior
secured first-lien credit facilities, which include a five-year
$75 million revolver (unfunded at transaction close) and a seven-
year $2.0 billion million term loan.  The '3' recovery ratings
indicate our expectations for a meaningful recovery at the low end
of the 50%-70% range in the event of a payment default.  At the
same time, we assigned our 'CCC+' issue-level rating (with '6'
recovery ratings) to MPH Acquisition's $1.0 billion of eight-year
senior unsecured notes.  The '6' recovery rating indicates our
expectations for a negligible recovery of 0% to 10% in the event
of a payment default.  MultiPlan Inc. will be guaranteeing both
debt issues," S&P said.

Following completion of this transaction, S&P will withdraw its
ratings on MultiPlan Inc. and MPH Intermediate Holding Co. 2's
$2.4 billion in total outstanding debt.

"The 'B' corporate credit rating on MultiPlan Inc. is based on our
assessment of its "fair" business risk profile and "highly
leveraged" financial risk profile, as defined by our criteria,"
said credit analyst James Sung.

S&P's stable rating outlook reflects its expectation that
MultiPlan's steady earnings, supported by very healthy EBITDA
margins, should support MultiPlan's deleveraging plan over the
next several years.  In S&P's base case scenario, it expects
MultiPlan to generate mid-single-digit revenue growth for both
2014 and 2015 with EBITDA margins remaining strong and slightly
improving versus historical levels.  S&P expects debt leverage to
decrease to close to 6.5x by year-end 2014 and slightly below 6.0x
by year-end 2015.  In addition, FFO to debt will remain weak (at
below 10%), while EBITDA interest coverage will be a relative
strength (per the rating), at 3.0x-3.3x for 2014-2015.

Downside scenario

S&P could consider lowering the rating if leverage stays elevated
post-acquisition and does not decrease to 6.5x-6.0x in 2014-2015
as S&P expects.  A downside scenario could include some or all of
the following: negative revenue growth (caused by the loss or
reduction in business of one or two key accounts); significant
margin contraction; another substantial dividend recapitalization;
and merger and acquisition activity.

Upside scenario

Rating upside over the next 12 months is limited, but S&P would
consider an upgrade beyond 12 months if the company is able to
generate stronger and more diversified revenue growth, while
generating strong EBITDA margins, and maintaining a less
aggressive financial policy (such as leverage of below 5x of a
sustained basis).


NATIVE WHOLESALE: Case Conversion Hearing This Afternoon
--------------------------------------------------------
The Bankruptcy Court continued until March 13, 2014, at 1:30 p.m.,
the hearing to consider U.S. Trustee Joseph W. Allen's motion to
convert the Chapter 11 case of Native Wholesale Supply Company to
one under Chapter 7 of the Bankruptcy Code.

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

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

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

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

               About Native Wholesale Supply Company

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

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

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

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

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

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


NNN 3500: Court Temporarily Allows Wachovia Trust's Claims
----------------------------------------------------------
U.S. Bankruptcy Judge Harlin DeWayne Hale signed off on an agreed
order estimating and temporarily allowing the claims of Wachovia
Bank Commercial Mortgage Trust for voting and credit bid purposes.

For purposes of voting on any plan that proposes to cure and
reinstate the trust's loan, including the joint plan of
reorganization of NNN 3500 Maple 26, LLC and the amended plan of
reorganization of Strategic Acquisition Partners, LLC, the trust's
claim will be allowed in the amount of $49.7 million.

Meanwhile, the trust's claim will be allowed in the amount of
$54,151,117 for purposes of voting on any sale plan, including
Maple Avenue Tower, LLC's third amended plan.

For purposes of the trust's credit bid amount at any sale of the
property held in connection with a sale plan, the trust's credit
bid amount will include the foregoing amount of $54,150,651, plus
additional amounts that accrue through the date of such sale.

The additional amounts will be determined and allowed by
stipulation of the parties or further order of the bankruptcy
court, according to the agreed order.  The court order can be
accessed for free at http://is.gd/HUtQQt

                      About NNN 3500 Maple 26

NNN 3500 Maple 26, LLC, based in Costa Mesa, Calif., filed for
Chapter 11 bankruptcy (Bankr. C.D. Cal. Case No. 12-23718) on
Nov. 30, 2012. Judge Scott C. Clarkson presided over the case.
In its schedules, the Debtor disclosed $45,563,241 in total assets
and $46,658,593 in total liabilities.

On Jan. 23, 2013, the Bankruptcy Court entered an order
transferring venue of the bankruptcy case to the U.S. Bankruptcy
Court for the Northern District of Texas (Case No. 13-30402).
Judge Harlin DeWayne Hale presides over the case.

Darvy M. Cohan, Esq., with offices at La Jolla, Calif., and
Michelle V. Larson, Esq., at Andrews Kurth LLP, in Dallas,
represent the Debtor as counsel.

NNN 3500 Maple 26 et al., submitted to the N.D. Texas Bankruptcy
Court a Disclosure Statement and Joint Plan of Reorganization
dated Nov. 7, 2013.  The Plan proposes to pay in full all
creditors.  The Reorganized Debtors will assume the liability for
and obligation to perform and make all distributions or payments
on account of all Allowed Claims.


NEW CENTURY TRS: Court Says Alfred Silva Claim Untimely
-------------------------------------------------------
Bankruptcy Judge Kevin J. Carey denied the request of Alfred A.
Silva, pro se, to consider proof of claim timely filed.  He said
Mr. Silva has failed to show that the late filing of his claim was
due to excusable neglect.  The New Century Liquidating Trust, by
and through Alan M. Jacobs, the Liquidating Trustee, objected to
the request.

A copy of the Court's March 7, 2014 Memorandum is available at
http://is.gd/mD2BNsfrom Leagle.com.

                       About New Century

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation (NYSE: NEW) -- http://www.ncen.com/-- was a real
estate investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.   The Company was
among firms hit by the collapse of the subprime mortgage business
industry in 2006.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.

When the Debtors filed for bankruptcy, they disclosed total assets
of $36,276,815 and total debts of $102,503,950.

The Company sold its assets in transactions approved by the
Bankruptcy Court.

The Bankruptcy Court confirmed the Second Amended Joint Chapter 11
Plan of Liquidation of the Debtors and the Official Committee of
Unsecured Creditors on July 15, 2008, which became effective on
Aug. 1, 2008.  An appeal was taken and, on July 16, 2009, District
Judge Sue Robinson issued a Memorandum Opinion reversing the
Confirmation Order.  On July 27, 2009, the Bankruptcy Court
entered an Order Granting Motion of the Trustee for an Order
Preserving the Status Quo Including Maintenance of Alan M. Jacobs
as Liquidating Trustee, Plan Administrator and Sole Officer and
Director of the Debtors, Pending Entry of a Final Order Consistent
with the District Court's Memorandum Opinion.

On Nov. 20, 2009, the Court entered an Order confirming the
Modified Second Amended Joint Chapter 11 Plan of Liquidation.  The
Modified Plan adopted, ratified and confirmed the New Century
Liquidating Trust Agreement, dated as of Aug. 1, 2008, which
created the New Century Liquidating Trust and appointed Alan M.
Jacobs as Liquidating Trustee of New Century Liquidating Trust and
Plan Administrator of New Century Warehouse Corporation.


NRC US: Moody's Assigns 'B2' Corporate Family Rating
----------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family rating
and a B3-PD Probability of Default rating to NRC US Holding
Company (NRC). Moody's also assigned B2 ratings to the company's
proposed $147 million first lien term loan and $15 million first
lien revolving credit facility. Proceeds from the term loan will
be used to fund the purchase of Sureclean Ltd. and Specialized
Response Solutions (SRS) and refinance existing debt. NRC is a
global provider of environmental, industrial, and emergency
response solutions for the marine transportation, oil and gas,
chemical, and rail transportation industries. The rating outlook
is stable. J.F. Lehman & Company (the "Sponsor") acquired NRC from
SEACOR Holdings, Inc. ("SEACOR") in March 2012.

Assignments:

Issuer: NRC US Holding Company, LLC

Corporate Family Rating, Assigned B2

Probability of Default Rating, Assigned B3-PD

Senior Secured Bank Credit Facility, Assigned B2 (LGD3, 31%)

Senior Secured Bank Credit Facility, Assigned B2 (LGD3, 31%)

Outlook, Assigned Stable

Ratings Rationale

NRC's B2 CFR reflects the company's small scale, and Moody's
expectation for elevated adjusted debt to EBITDA of 5.2x, and
modest 2.1x EBIT/Interest, following NRC's acquisitions of
Sureclean and SRS. While the business is expected to generate free
cash flow which could be applied to debt reduction, the rating
also considers the potential for further acquisitions in the
fragmented environmental services industry which could divert cash
flow and keep leverage elevated. These factors are somewhat offset
by Moody's expectation for solid EBITDA margins in 2014, driven by
the company's broad presence in the environmental services sector.
NRC's long term contracts consist of required standby response
services that generate a high level of recurring revenue and
margins. Operations are globally diverse, especially relative to
the company's scale, which should dampen revenue volatility. The
acquisition of Sureclean, a UK based environmental and industrial
service contractor, complements NRC's international environmental
services business and also expands NRC's operational footprint in
the North Sea oil and gas market. SRS, a small emergency response
firm, bolsters the firm's offerings, as well. Moody's expects
modest synergies in the US operations and growth opportunities
from cross selling the various entities' services in all operating
regions.

The stable outlook reflects Moody's expectation for low to mid
single digit revenue growth for the combined entity, modest margin
improvement, and positive free cash flow generation.

Moody's views the company's liquidity to be adequate as internally
generated free cash flow is expected to be positive even after
earn-outs are paid for acquired businesses. Working capital is
somewhat seasonal. Though no borrowing under the $15 million
revolver is expected, the facility is relatively modest compared
to the company's revenue base. There is good covenant room after
the close of the facility. Alternative liquidity is bolstered by
the material amount of assets located outside the US and not
directly pledged to the credit facility.

Upward rating migration is limited by the company's scale. Still,
Moody's adjusted Debt/EBITDA sustained below 3.0x, EBIT/interest
coverage sustained above 4.0x, and positive free cash flow to
adjusted debt in the low double digits could lead to higher
ratings. Leverage sustained above 5.0x, break even free cash flow,
or a liquidity declining to $10 million could lead to lower
ratings.

The principal methodology used in this rating was the Global
Business & Consumer Service Industry Rating Methodology published
in October 2010. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.


OVERSEAS SHIPHOLDING: Files Ch. 11 Plan of Reorganization
---------------------------------------------------------
Overseas Shipholding Group, Inc., et al., filed with the U.S.
Bankruptcy Court for the District of Delaware a plan of
reorganization to implement a plan support agreement reached by
the Debtors and certain of the lenders holding an aggregate of
approximately 60% of amounts outstanding under the Company's $1.5
billion credit agreement, dated as of Feb. 9, 2006.
The Disclosure Statement accompanying the Plan says holders of
Allowed Administrative Claims, Priority Tax Claims, Other Priority
Claims, Secured Vessel DIP Claims, Secured Vessel Claims, Other
Secured Claims, and Other Unsecured Claims on the Effective Date
of the Plan will be paid in full.

The Plan also provides for the payment of the 8.75% Notes Claims
in full in Cash, including any applicable contractual interest,
the Reinstatement of the 8.125% Notes, including payment of any
applicable contractual or default interest, and the Reinstatement
of the 7.500% Notes, including payment of any applicable
contractual interest.

The 15 vessels subject to security interests held by Danmarks
Skibskredit A/S or Export-Import Bank of China will be retained
under the Plan.

The Reorganized Debtors will enter into an exit financing on the
Effective Date, consisting of a $735 million senior-secured term
loan facility and a $200 million revolving credit facility that,
together, will provide the Reorganized Debtors with the funding
necessary to both satisfy the Plan's cash payment obligations and
the expenses associated with closing the Exit Financing
facilities, and to finance the Reorganized Debtors' ongoing
operations and capital needs following the emergence from Chapter
11.

Personal Injury Claims, including numerous Asbestos Claims, that
have not otherwise been disallowed and expunged, will be
Unimpaired and may be asserted against the applicable Reorganized
Debtors subject to such Reorganized Debtors' rights and defenses.

The Plan contemplates a rights offering in an amount of $300
million supported by a Subscription Commitment by certain Holders
of Credit Agreement Claims.  To ensure that at least 75% of the
equity interests in Reorganized OSG will be owned by U.S. Citizens
in compliance with the Jones Act, at least 77% of the shares of
Reorganized OSG Stock issued
on the Effective Date will be issued to Domestic Holders. The
remaining 23% of Reorganized OSG Stock will be issued on a Pro
Rata basis on the Effective Date among the Foreign Holders, so
that no more than 23% of the Reorganized OSG Stock is owned by
Foreign Holders.

Admiralty Lien Claims that have not otherwise been disallowed and
expunged will be unimpaired and may be asserted against the
applicable Reorganized Debtors subject to such Reorganized
Debtors' rights and defenses.

The $300 million in 8.125 percent senior unsecured notes due in
2018, to be reinstated, last traded on March 6 for 117.063 cents
on the dollar, Bill Rochelle, the bankruptcy columnist for
Bloomberg News, said, citing Trace, the bond-price reporting
system of the Financial Industry Regulatory Authority.  They were
trading around par in November and sold for as little as 18.75
cents on the day of bankruptcy.

Announcement of agreement on the plan depressed OSG's stock below
its post-bankruptcy high of $8.99 set on Jan. 30, Mr. Rochelle
noted.  The stock closed on March 7 at $6.30, up 3 cents in over
the counter trading.

A hearing will take place on April 11 to consider approval of the
Disclosure Statement.  Objections to the Disclosure Statement must
be received by April 4.  The Debtors have asked that the Court set
the hearing on confirmation of the Plan for May 23, 2014, as well
as requesting that the deadline for objections to the Plan and
deadline to vote on the Plan be set for May 15.

A full-text copy of the Disclosure Statement dated March 7, 2014,
is available for free at http://bankrupt.com/misc/OSGds0307.pdf

The Debtors are represented by James L. Bromley, Esq., Luke A.
Barefoot, Esq., and Jane VanLare, Esq., at CLEARY GOTTLIEB STEEN &
HAMILTON LLP, in New York; and Derek C. Abbott, Esq., Daniel B.
Butz, Esq., and William M. Alleman, Jr., Esq., at MORRIS, NICHOLS,
ARSHT & TUNNELL LLP, in Wilmington, Delaware.

                    About Overseas Shipholding

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

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

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

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


OVERSEAS SHIPHOLDING: Equity Holders Object to Plan Support Deal
----------------------------------------------------------------
Holders of the outstanding common stock of Overseas Shipholding
Group, Inc., et al., object to the plan support agreement,
complaining that the PSA -- which hands to Consenting Lenders 97%
of the reorganized equity -- validated their view that there is
significant equity value in the Debtors.  Although reinforcing the
fact that equity is in the money, the PSA unfairly diverts
significant value away from equity holders in favor of the
Consenting Lenders and severely inhibits equity's ability to have
a meaningful voice in the Debtors' Chapter 11 cases, the
equityholders argue.

The Equityholders relate that the Consenting Lenders' commitment
is only one of many restructuring proposals received by the
Debtors, noting that the Debtors have received separate proposals
from no less than three other parties: (a) the Consenting Lenders,
(b) the Official Committee of Unsecured Creditors, and (c) holders
of the Debtors' unsecured notes.

"Despite the Debtors' belief that the Consenting Lenders' offer
represents the best proposal 'now available,' there is a
significant chance that so long as the Debtors retain the
unfettered ability to negotiate with all relevant stakeholders, it
will not ultimately be the best available," argues Adam G. Landis,
Esq., at Landis Rath & Cobb LLP, in Wilmington, Delaware,
representing a group of Equityholders composed of BHR Capital,
LLC, BlueMountain Capital Management, LLC, Cyprus Capital Partners
L.P., and Donald Smith & Co., Inc.  "The Debtors must retain the
right to negotiate future restructuring proposals from third
parties, including the equity holders, even while concurrently
seeking approval of the PSA.

For the reasons stated, the Equityholders ask the U.S. Bankruptcy
Court for the District of Delaware to deny approval of the PSA at
the March 20, 2014, hearing.

A group of equity holders are represented by Jeffrey M. Schlerf,
Esq., at Fox Rothschild LLP, in Wilmington, Delaware; and
Steven D. Pohl, Esq., and Jesse N. Garfinkle, Esq., at BROWN
RUDNICK LLP, in Boston, Massachusetts.

David M. Feldman, Esq., and Joshua Weisser, Esq., at Gibson, Dunn
& Crutcher LLP, in New York, is co-counsel to BHR Capital, Cyrus
Capital, and Donald Smith.  Mark A. Broude, Esq., and Adam
Goldberg, Esq., at Latham & Watkins LLP, in New York, is co-
counsel to Bluemountain Capital.

                    About Overseas Shipholding

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

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

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

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


OVERSEAS SHIPHOLDING: Plan Filing Exclusivity Extended to March 31
------------------------------------------------------------------
Judge Peter J. Walsh of the U.S. Bankruptcy Court for the District
of Delaware extended until March 31, 2014, the period by which
only Overseas Shipholding Group, Inc., et al., have exclusive
authority to file a plan and until June 30 their exclusive period
to solicit acceptances of that plan.

The Debtors said in court papers that they need the modest
extension of the exclusive periods to allow them to finalize the
mechanics of a plan without the inherent distraction of competing
inferior plans.  The Debtors said the plan of reorganization
currently in file with the Court not only stands the best chance
of being confirmed, but also ensures fair treatment of the many
creditor constituencies while assuring that the Chapter 11 cases
will be brought to a close in an efficient manner.

                    About Overseas Shipholding

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

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

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

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


PACIFIC STEEL: Section 341(a) Meeting Set on April 7 & 14
---------------------------------------------------------
A meeting of creditors in the bankruptcy case of Pacific Steel
Casting Company will be held on April 7, 2014, at at 9:00 a.m. at
Oakland U.S. Trustee Office.  A separate Section 341(a) Meeting is
scheduled on April 14, 2014, at 9:00 a.m. in the bankruptcy case
of Berkeley Properties, LLC.

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.

Pacific Steel Casting Company and Berkeley Properties, LLC,
separately filed Chapter 11 bankruptcy petitions (Bankr. N.D. Cal.
Case Nos. 14-41045 and 14-41048) on March 10, 2014.  Pacific
Steel's petition was signed by Charles H. Bridges, Jr., chief
financial officer and director.  The Law Offices of Binder and
Malter, LLP, serves as the Debtors' counsel.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' claims, noticing and balloting
agent.  The Debtors estimated assets and liabilities of at least
$10 million.


PALACE ENTERTAINMENT: Moody's Changes B2 CFR Outlook to Negative
----------------------------------------------------------------
Moody's Investors Service changed the rating outlook for Palace
Entertainment Holdings, LLC, to negative from stable and affirmed
the existing ratings including the company's B2 Corporate Family
Rating (CFR). The change in rating outlook reflects Moody's
concern that a recovery in EBITDA in 2014 following weaker than
anticipated performance during fiscal year 2013 compared to our
expectations and other rated regional amusement park operators
might be insufficient to reduce debt-to-EBITDA leverage from 6.8x
as of Q1 2014 to a level appropriate for the current ratings.

Moody's projects that Palace's debt-to-EBITDA leverage will
decrease from its current level based on anticipated better
weather conditions during the upcoming season, price increases,
and additional capex spend on new rides and attractions. However,
another year of weak performance due to cool or rainy weather,
competitive conditions, or reduced discretionary consumer spending
would likely result in a downgrade of the ratings if leverage is
not reduced.

A summary of Moody's rating actions are as follows:

Palace Entertainment Holdings, LLC

Corporate Family Rating Affirmed B2

Probability of Default Rating Affirmed B2-PD

$430 million senior secured note due April 2017 affirmed B2
(LGD4-57%)

Outlook: changed to negative from stable

Ratings Rationale

Palace's B2 CFR reflects the high leverage level for the existing
rating, weak free cash flow generated from the mid- sized regional
amusement/water park portfolio, exposure to cyclical discretionary
consumer spending, and event risks related to acquisitions and
ownership by Parques Reunidos Servicos Centrales S.A.U. (PQR).
Palace's total attendance (approximately 5.8 million annually) and
its parks are smaller than rated U.S. peers, although a long-
standing management team and ownership by PQR allows for sharing
of best practices and consolidated purchasing power. The industry
is mature, seasonal, and requires significant re-investment to
maintain a competitive service offering. Attendance is exposed to
competition from a wide variety of other leisure and entertainment
activities as well as cyclical discretionary consumer spending.
The company is especially sensitive to weather conditions due to
its composition of theme parks, water parks and family
entertainment centers that are impacted by rain or cooler than
normal weather during peak operating periods. Moody's expects that
Palace will utilize any excess cash for acquisitions and projects
modest attendance and EBITDA growth at Palace's existing parks in
2014 that will result in modest deleveraging from current levels.
If the company appears unlikely to reduce leverage during the 2014
operating season to at least the low 6x range, the ratings would
likely be downgraded. Palace has an adequate liquidity position,
but Moody's expects revolver draws in the spring of 2014 (during
its peak working capital usage period) to lead to a higher
leverage level in the next two quarters. The 2017 bullet maturity
on its only outstanding debt aside from the revolver increases
refinancing risk and lessens flexibility to repay debt.

Palace is financed separately from PQR and the company's debt does
not cross default to PQR's debt. As a result, Moody's evaluates
Palace separately but incorporate into the company's ratings the
risks related to its ownership by PQR. PQR's operations have been
pressured by weak economic conditions in Europe, and it has
implemented cost savings in an effort to mitigate revenue
softness. Moody's believes that PQR could seek to extract cash
from Palace to support operations as PQR is highly leveraged and
may require a covenant amendment or equity cure. PQR's control by
private equity investors creates event risks, including the
potential that Palace could be sold to raise cash.

Palace has an adequate liquidity position with existing cash
(approximately $20 million as of 12/22/13) and $10 million drawn
under the $120 million revolver providing sufficient capacity to
absorb fluctuations in the company's highly seasonal cash flow
generation. The company does not have any required debt principal
payments until April 2017.

Moody's projects that Palace will generate breakeven free cash
flow over the next 12 months after interest, working capital and
an estimated $34 million of capital spending, although free cash
flow will be dependent on weather conditions during the 2014
summer operating season. Palace does not expect to have meaningful
tax obligations for the next several years. Moody's believes the
company's seasonal revolver borrowings will increase through the
spring (prior to the opening of the majority of its parks and
following the semi- annual $19 million interest payment in April).
Cash flow generated during the operating season is expected to be
directed to paying down the revolver in full by the end of the
operating season. Reliance on the revolver would likely increase
if Palace completes an acquisition.

The $120 million unrated revolver matures in February 2016.
Borrowings on the facility are subject to a clean down provision
that requires the revolver to be paid down below $50 million for
20 consecutive days during each calendar year. This limits the
ongoing effective capacity of the revolver, although Moody's does
not anticipate this to constrain Palace's liquidity unless it
upstreams money to PQR or executes a large acquisition funded with
revolver borrowings. Moody's expects the Palace will maintain
considerable cushion within the revolver's 2.0x maximum senior
super priority leverage covenant ratio (based only on revolver
debt).

The negative ratings outlook incorporates the company's high
leverage of 6.8x that weakly positions the company at the existing
rating. Moody's anticipates that revenue and EBITDA growth due to
additional rides and attractions, price increases, and better
weather will lead to reduced leverage in 2014, but is concerned
the decline may be insufficient to maintain the existing rating.

Operating performance in 2014 that Moody's anticipates will lead
to leverage remaining above 6.25x, EBITDA less capex to interest
in a 1x or lower range, or flat to negative free cash flow on a
ongoing basis would likely lead to a downgrade in the rating.
Acquisitions that lead to higher leverage or weaken Palace's
liquidity position could also result in a downgrade. Sizable cash
distributions to PQR, or other leveraging actions by PQR or its
private equity owners would also lead to downward rating pressure.

An increase in the size of the senior secured first priority
revolver could lead to a downgrade of the $430 million notes given
the revolver's seniority in the capital structure.

An upgrade is not expected at this time, but could occur if Palace
sustains debt-to-EBITDA leverage below 5x and free cash flow-to-
debt of at least 5% factoring in potential transactions related to
PQR and private equity owners. Palace would also need to maintain
a good liquidity position with sufficient cash and revolver
capacity to manage seasonal cash flow needs, and an expected
ability to fund or refinance the 2017 note maturity.

Palace Entertainment Holdings, LLC's ratings were assigned by
evaluating factors that Moody's considers relevant to the credit
profile of the issuer, such as the company's (i) business risk and
competitive position compared with others within the industry;
(ii) capital structure and financial risk; (iii) projected
performance over the near to intermediate term; and (iv)
management's track record and tolerance for risk. Moody's compared
these attributes against other issuers both within and outside
Palace Entertainment Holdings, LLC's core industry and believes
Palace Entertainment Holdings, LLC's ratings are comparable to
those of other issuers with similar credit risk. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

Palace Entertainment Holdings, LLC (Palace), headquartered in
Newport Beach, CA, is an operator of 6 theme parks (42% LTM
9/22/13 revenue), 10 water parks (31%), 20 family entertainment
centers (FECs; 19%), and 1 animal park (7%) with operations in
eleven states in the U.S. Palace is wholly owned by Madrid-based
Parques Reunidos Servicios Centrales S.A.U. (PQR), which operates
leisure parks in Europe (and one park in Argentina). PQR is
controlled by Arle Capital Partners Limited (Arle; formerly
Candover Partners Limited) a UK-based private equity firm.
Palace's approximate $267 million of revenue LTM through September
2013 was roughly 38% of PQR's consolidated group total.


PALOMAR HEALTH: Moody's Lowers Revenue Bond Rating to 'Ba1'
-----------------------------------------------------------
Moody's Investors Service has downgraded the ratings on Palomar
Health's (PH) revenue bonds to Ba1 from Baa3, affecting $576
million of debt. The negative outlook has been maintained. The
primary driver of the downgrade and the negative outlook is PH's
low level of unrestricted cash and investments, and the
organization's inability to improve balances over the last twelve
months.

As a district hospital, PH has the ability to issue tax supported
debt backed by an unlimited property tax pledge. Concurrent with
this rating review, Moody's has also downgraded the ratings on
PH's general obligation (GO) debt to A2 from A1, and has
maintained the negative outlook on the GO bonds, affecting
approximately $558 million of bonds. (See the report dated March
10, 2014 on the general obligation bonds for more information).
For the purposes of the revenue bond credit analysis, the GO debt,
and all related revenue and expenses, have been excluded from all
calculations.

Summary Rating Rationale

The downgrade to Ba1 and the assignment of the negative outlook
reflect poor liquidity, the triggering of an insurer covenant, and
the failure of the organization to improve cash balances over the
last 12 months. The Ba1 is undergirded by certain fundamental
strengths, including leading market position in northern San Diego
County, its status as the largest district hospital in the state,
the completion of its large replacement hospital, and the certain
level of stability it enjoys due to the contract with Kaiser, and
the absence of immediate competition. After a poor fiscal year
(FY) 2013, operating performance has improved significantly during
the first six months of FY 2014. Nevertheless, Palomar Health's
extremely high leverage levels make it more sensitive to weak
liquidity, and dependent on the need to achieve high levels of
operating performance in order to generate adequate debt service
coverage.

Challenges

-- Liquidity measures remain very low, and have declined further
    since FYE 2013. At the time of our last review, days cash on
    hand had dropped to 82 days (as of December 31, 2012
    unaudited) and this was one of the drivers of the assignment
    of the negative outlook at that time. At FYE 2013, days cash
    on hand dropped further to 65 days (77 days per the
    methodology in PH's bond documents), and as of December 31,
    2013, the measure remains low. This is the primary driver of
    the downgrade.

-- PH could face an additional call on liquidity if Assured
    Guaranty Municipal Corp. (who insures the Series 2006 auction
    bonds and the associated fixed payer swap) is downgraded to
    below A3 by Moody's (currently rated A2) or below A1 by S&P
    (currently rated AA-). In that event, and given PH's current
    underlying ratings, the swap counterparty would have the
    right to terminate the swap at prevailing market rates. The
    mark-to-market on the swap at FYE 2013 was negative $26.3
    million.

-- PH is very levered; as of December 31, 2013, cash to debt was
    very low at 19% and debt to revenue was approximately 85%
    (unaudited). PH's debt measures are among the weakest in
    Moody's portfolio of rated public and not-for-profit
    healthcare organizations (debt measures exclude GO debt).

-- Despite volume growth in FY 2013, driven in large part by the
    opening of PH's new facility in Escondido, volumes were below
     expectations, which contributed to the poor operating
     performance in FY 2013.

-- PH has larger than average exposure to Medi-Cal and Medi-Cal
    Managed Care constituting 18% of gross revenues in FY 2013.
    Medicare and Medicare Advantage contributes an additional 45%
    of gross revenues. As a district hospital, PH has not
    benefited significantly from California's state provider fee
    program.

Strengths

-- Following very weak operating results in FY 2013, results
    have improved significantly through six months of FY 2014
    (ended December 31, unaudited), with operating cashflow
    margin measuring 10.6% year-to-date (YTD) 2014 compared to
    1.6% for the same period in FY 2013, and with operating
    margin measuring -4.2%, compared to -12.2% for same period
    prior year. (Interim results exclude the physician foundation
    ARCH, which generates a loss).

-- Despite recent market share losses (from 55% to 49% in
    calendar year 2012) PH has a fundamentally strong market
    position, operating the only inpatient facilities in the
    district, and commanding leading market share in northern San
    Diego County. As volumes from the Kaiser contract improve,
    market share is expected to increase. PH is the largest
    healthcare district in the state of California.

-- PH has enjoyed a history of strong community support as
    evidenced by passage of the $496 million General Obligation
    Bond measure in support of the system's master facility plan.
    PH also benefits from approximately $13 million in
    unrestricted tax revenues annually in support of operations
    (Moody's reclassifies these tax revenues as operating
    revenue, and they are included in our calculation of
    operating income, and operating cashflow).

-- PH employs a conservative investment strategy, consistent
    with state statutes, with little exposure to equities or
    alternative investments, has no putable debt, and has only a
    defined contribution pension plan.

Outlook

The negative outlook reflects our expectation that PH will
continue to have a weak liquidity position and that despite
operational improvement in FY 2014, liquidity will not exhibit
material improvement for some time. The negative outlook further
reflects thin headroom to bond covenants, and very high leverage.

What Could Make The Rating Go Up

The negative outlook makes a rating upgrade unlikely in the short
term. Over the longer term, an upgrade could be driven by
significantly improved liquidity, improved debt measures, and the
demonstration of stable and strong operating measures.

What Could Make The Rating Go Down

A downgrade would be considered if operating performance returned
to weaker levels, or if liquidity failed to improve. Additionally
a downgrade would be considered if PH violates liquidity or other
financial covenants.

Principal Methodology Used

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


PARK CREEK, CO: Moody's Lowers Sr. Lien Tax Bonds Rating to Ba2
---------------------------------------------------------------
Moody's Investors Service has downgraded Park Creek Metropolitan
District, Colorado's senior lien limited property tax bonds to Ba2
from Baa2. A stable outlook has been assigned. The bonds are
secured by a capped mill levy rate (50 mills subject to minimal
adjustments) on all taxable property within the Westerly Creek
Metropolitan District (the taxing entity) for the benefit of the
Park Creek Metropolitan District (the operating district) bonds.

Rating Rationale

The downgrade reflects a substantially weakened debt profile
including sizable and growing exposure to subordinate debt payable
to the district's master developer and its subsidiaries. The scale
and growth of subordinated bullet payments and the inability to
issue long-term takeout financing in the medium term create
outsize risks that largely offset credit strengths from adequate
projected coverage on the GOLT bonds' senior claim on revenues,
large and relatively well-developed project footprint, cash-funded
debt service reserve fund at the standard three prong test, and a
weak but adequate 1.35 times additional bonds test. The rating
also considers the limited scope of district operations including
characteristically passive governance featuring limited fiscal
stewardship, and a modestly-sized and somewhat concentrated tax
base favorably located within the Denver metro area.

Strengths

-- Adequate near-term senior lien debt service coverage
    projections against level debt service, sufficient additional
    bonds test and cash funded debt service reserve

-- Favorable location in the Denver metro area

Challenges

-- Outsize growth in subordinate debt, with little room under
    the district's millage to issue long-term takeout financing
    into the medium term

-- Relatively weak governance featuring limited stewardship of
    the district's long-term financial health relative to other
    rated municipalities

-- Project risk continues as the district approaches full build
    out in over a decade

What Could Make The Rating Move Up

-- A significantly decreased debt burden, including greatly
    diminished takeout risk, combined with growth and
    diversification as the district approaches full build out

What Could Make The Rating Move Down

-- Continued leverage, especially increased subordinate
    borrowing

-- Tax base declines or increased taxpayer concentration

The principal methodology used in this rating was Moody's Outlines
Approach to Analyzing Land Secured Debt Financings published in
December 2008.


PHIBRO ANIMAL: Moody's Ups CFR to B2 & Rates $300MM Sr. Notes B3
----------------------------------------------------------------
Moody's Investors Service upgraded Phibro Animal Health
Corporation's Corporate Family Rating to B2 from B3, Probability
of Default Rating to B2-PD from B3-PD, and $300 million 9.25%
Senior Unsecured Notes to B3 from Caa1. Moody's has also placed
the B2 Corporate Family Rating and all other existing ratings
under review for upgrade. The review was prompted by Phibro's
announced plan to reduce debt with proceeds from its Initial
Public Offering ("IPO") of primary shares. In a related action,
Moody's assigned B1 ratings to Phibro's proposed $100 million
senior secured revolving credit facility and $290 million senior
secured term loan B.

Proceeds from the proposed $290 million term loan B and primary
proceeds from the IPO, which are expected to close concurrently in
April 2014, will be used to refinance all existing debt of the
company.

Ratings Rationale

The upgrade of Phibro's Corporate Family Rating to B2 reflects
continued improvement in financial performance and credit metrics
resulting in debt to EBITDA approaching 4.5 times as of December
31, 2013. The primary driver of revenue and operating profit
expansion has been volume growth in the company's Animal Health
Segment.

Moody's review for further upgrade will consider Phibro's final
capital structure post completion of the IPO as well as the amount
of proceeds from the sale of primary shares. Moody's will also
evaluate the company's liquidity profile, financial policy, and
the ongoing regulatory risk inherent to the animal health
industry. Should the IPO and refinancing close as planned
including the application of IPO proceeds to repay existing debt
($32 million of advances against the revolving credit facility,
$24 million Mayflower term loan, and $10 million BFI term loan),
resulting in debt to EBITDA sustained below 4 times, Moody's would
raise the CFR by one notch to B1.

The assigned B1 ratings on the proposed $100 million senior
secured revolving credit facility and $290 million senior secured
term loan B assumes the IPO and debt refinancing close as planned
such that resulting debt capital structure comprises all first
lien debt.

The ratings are subject to the review of final documentation.

The following ratings were upgraded and placed on review for
upgrade:

Corporate Family Rating to B2 from B3;

Probability of Default Rating to B2-PD from B3-PD;

$300 million 9.25% Senior Unsecured Notes due 2018, to B3 (LGD4,
62%) from Caa1 (LGD4, 60%).

The following ratings were assigned:

$100 million senior secured revolving credit facility due in 5
years, assigned B1 (LGD3, 31%);

$290 million senior secured term loan B due in 7 years, assigned
B1 (LGD3, 31%).

Phibro's outlook was changed to rating under review from positive.

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.

Phibro Animal Health Corporation ("Phibro") is a diversified
global developer, manufacturer and marketer of a broad range of
animal health and mineral nutrition products to the poultry,
swine, cattle, dairy, and aquaculture markets. Phibro is also a
manufacturer and marketer of performance products for use in the
personal care, automotive, chemical catalyst and electronics
markets. BFI Co. LLC owns a majority of Phibro's common shares.
Revenue for the last twelve month period ended December 31, 2013
was approximately $662 million.


PHIBRO ANIMAL: S&P Puts 'B' CCR on CreditWatch Positive
-------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
rating on Phibro Animal Health Corp. on CreditWatch with positive
implications.

At the same time, S&P is assigning a 'B+' issue-level rating to
the company's proposed $390 million first-lien credit facility, at
the same level as the expected post-IPO corporate credit rating.
The recovery rating on the proposed first-lien credit facility is
'3', indicating S&P's expectation of meaningful (50% to 70%)
recovery for lenders in the event of a payment default.  These
ratings are not on CreditWatch.  The new facility consists of a
$100 million revolving credit facility and a $290 million term
loan B.

The company will use proceeds of the facility and the IPO to repay
existing indebtedness including the unsecured notes.

The 'B' issue-level rating on the $300 million unsecured notes
remains unchanged.  Upon repayment of the unsecured notes, S&P
will withdraw the rating.

"The 'B' corporate credit rating on Phibro currently reflects an
"aggressive" financial risk profile.  Upon completion of the IPO
and the subsequent debt repayment, we expect to upwardly revise
the financial risk profile score on the company to "significant",
reflecting our expectation that leverage will decline and be below
4x," said credit analyst Tulip Lim.  "If debt is reduced by
$75 million then pro forma adjusted leverage would be in the mid-
3x range at Dec. 31, 2013."

S&P will resolve the CreditWatch placement upon completion of the
IPO.  At that time, S&P will expect to raise the corporate credit
rating to 'B+'.

S&P anticipates assigning a stable outlook, reflecting its
expectation that revenue will grow at a low- to mid-single-digit
pace, and that margins will continue to expand.  It also reflects
S&P's expectation that leverage will decline because of EBITDA
growth but remain above 3x over the near-term.


PLANET FITNESS: Moody's Assigns 'B1' CFR & Rates $430MM Debt 'B1'
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 Corporate Family Rating
and B2-PD Probability of Default Rating to Planet Fitness Holdings
LLC. A B1 was also assigned to the company's proposed $430 million
senior secured bank credit facility, including a $40 million 5-
year revolver and $390 million term loan B. The rating outlook is
stable. Ratings are subject to review of final documentation.

Proceeds from the proposed $390 million term loan B will be used
to refinance Planet Fitness' existing term loan A due 2017 ($182
million outstanding at December 31, 2013), purchase eight clubs
from a franchisee, pay a $170 million dividend to its owners and
pay fees and expenses. The $40 million revolver will be unfunded
at close.

New Ratings Assigned:

Corporate Family Rating at B1

Probability of Default Rating at B2-PD

$40 million 5-year senior secured revolver at B1 (LGD 3, 32%)

$390 million 7-year senior secured term loan B at B1 (LGD 3,
32%)

Rating Rationale

Planet Fitness' B1 Corporate Family Rating ("CFR") considers the
company's high leverage -- pro forma Moody's adjusted debt/EBITDA
is about 5.1 times -- which is high for a B1 rated entity per
Moody's Business and Consumer Services rating methodology and its
exposure to discretionary consumer spending trends. Moody's
expects that free cash flow will be modest over the next 2 years
as the company makes investments in growing the company. The B1
CFR is supported by the company's good interest coverage which
Moody's expects will be above 2.5 times at end of 2014, its stable
cash flow coming from a growing franchise based business model
that is less capital intensive and has lower earnings volatility
than the company-owned model, and the good diversification of its
franchisee base, with a majority of franchisees owning less than 5
units. The rating also reflects Planet Fitness' trend of positive
comparable store sales and the company's business position as a
large-scale fitness club operator, a large and growing membership
base, and favorable long-term fundamentals for the fitness
industry.

The B1 rating assigned to Planet Fitness' proposed senior secured
bank facility is the same as the company's Corporate Family
Rating. This reflects the fact that the proposed bank facility
represents almost all of the company's pro forma debt capital
structure.

Planet Fitness' stable rating outlook reflects Moody's expectation
that operating performance will continue to improve over the next
year as the company expands its franchise clubs and that free cash
flow will remain positive despite increased growth capex over the
next two years.

Rating improvement would require that Planet Fitness maintains its
positive comparable store sales growth, debt/EBITDA below 4.0
times and free cash flow to debt is sustained above 8%. A higher
rating would also require the company to maintain its good
liquidity and a financial policy that is not aggressive. The
ratings could be downgraded if there is pressure on profitability
such that debt to EBITDA is sustained above 5.0 times, EBITDA less
capex coverage of interest expense falls to 1.5 times, and/or
liquidity materially weakens.

Headquartered in New Hampshire, Planet Fitness Holdings, LLC
franchises and owns and operates health clubs across the United
States and in Puerto Rico. There are 749 Planet Fitness locations
as of December 31, 2013, with 704 franchised locations and 45
company owned and operated. Planet Fitness is ultimately owned by
two of Planet Fitness' original founders and TSG Consumer
Partners. Planet Fitness generated approximately $213 million in
corporate revenue ($890 million of system-wide sales) as of
December 31, 2013. As a private company, Planet Fitness does not
publish public financials.

The principal methodology used in this rating was the Global
Business & Consumer Service Industry Rating Methodology published
in October 2010. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.


POLAR MOLECULAR: 6th Cir. Affirms Summary Judgment Ruling
---------------------------------------------------------
PETROLEUM ENHANCER, LLC, Plaintiff, v. LESTER R. WOODWARD,
Defendant, POLAR MOLECULAR CORP., Intervenor Plaintiff, POLAR
MOLECULAR HOLDING CORP., Interpleader/Third Party Plaintiff-
Appellant, AFFILIATED INVESTMENTS, LLC; BARBARA SOCIA, PERSONAL
REPRESENTATIVE OF THE ESTATE OF RICHARD J. SOCIA, DECEASED; CARL
HILL; BRUCE BECKER; A. RICHARD NELSON, Third Party Defendants-
Appellees, No. 13-1369 (6th Cir.), involves a bitter corporate
dispute that has prompted years of litigation and several rounds
of bankruptcy proceedings.  Polar Molecular Holding Corporation is
a publicly traded Delaware corporation that owns entirely Polar
Molecular Corporation, a privately held Delaware corporation.  PMC
was in the petroleum-additives business and owned numerous patents
and trademarks; the company was also heavily indebted, and had
defaulted on a loan to Affiliated Investments, Inc.  The loan was
secured by all of PMC's intellectual property.  Following an
acrimonious dispute on Polar Holding's board, one of the
directors, Richard Socia, formed a separate company named
Petroleum Enhancer, LLC.  Petroleum Enhancer then acquired
Affiliated's interest in PMC's promissory note and collateral. In
2007, Petroleum Enhancer foreclosed on PMC's defaulted loan and
brought suit to obtain possession of the intellectual property
held as collateral.  Polar Holding subsequently brought
counterclaims asserting breach of fiduciary duty, civil
conspiracy, and tortious interference against Richard Socia, Bruce
Becker, and Carl Hill.  The district court granted the defendants'
motion for summary judgment.  Having determined that there is not
a genuine issue of material fact, the U.S. Court of Appeals for
the Sixth Circuit affirmed the district court's grant of summary
judgment on all claims, in a March 7, 2014 Opinion is available at
http://is.gd/S1NT9Bfrom Leagle.com.

                       About Polar Molecular

Headquartered in Denver, Polar Molecular Corp. developed and sold
fuel additives.  The company also sold marketing rights to others
to sell the same fuel additives.

The company, faced with unpaid debts, filed for chapter 11 on
Feb. 2, 1993, (Bankr. D. Mass.) and emerged in 1994.

The company again filed for Chapter 11 protection on Jan. 11, 2008
(Bank. D. Colo. Case No. 08-10346).  D. Bruce Coles, Esq., at
Quinn & Coles, represented the Debtor in its restructuring
efforts.  The Debtor reported $400,001,522 in total assets,
including $400,000,000 in patents and other intellectual
properties, and $5,123,574 in total debts, in its schedules of
assets and liabilities filed with the Court.

The Hon. Elizabeth Brown of the U.S. Bankruptcy Court for the
District of Colorado dismissed the case on May 19, 2008.

PMC filed a second Chapter 11 bankruptcy petition in the same
court in August 2008.  PMC's Chapter 11 bankruptcy case was
subsequently converted to a Chapter 7 liquidation, and the
bankruptcy court appointed a trustee to act as the representative
of PMC's estate.


QUANTUM FUEL: Cancels Series B Common Stock
-------------------------------------------
Quantum Fuel Systems Technologies Worldwide, Inc., filed a
Certificate of Retirement of Stock with the Delaware Secretary of
State to eliminate from its Amended and Restated Certificate of
Incorporation, as amended, all references to the Company's Series
B common stock.

Effective Dec. 31, 2013, General Motors Holdings, LLC, the only
holder of the Company's issued and outstanding Series B Stock,
exchanged all of its 12,499 shares of Series B Common Stock for
12,499 shares of the Company's common stock, $0.02 par value per
share.  The exchange was pursuant to the automatic conversion
provision contained in Article 5.3 of the Company's Certificate of
Incorporation, which the parties agreed was triggered when the
Series B Stock was transferred by General Motors Corporation to GM
Holdings in connection with GM Corp's bankruptcy proceedings.  As
a result of such exchange, there are no longer any issued and
outstanding shares of the Company's Series B Stock and, pursuant
to Article 5.3 of the Company's Certificate of Incorporation, the
Company is prohibited from reissuing the Series B Stock so
retired.

Pursuant to Section 243 of the Delaware General Corporation Law,
once the Certificate of Retirement became effective, it had the
effect of amending the Company's Certificate of Incorporation so
as to eliminate therefrom all references to the Series B Stock.

A copy of the  Certificate of Retirement of Stock dated Feb. 26,
2014, is available for free at http://is.gd/UFqvBM

                         About Quantum Fuel

Lake Forest, Cal.-based Quantum Fuel Systems Technologies
Worldwide, Inc. (Nasdaq: QTWW) develops and produces advanced
vehicle propulsion systems, fuel storage technologies, and
alternative fuel vehicles.  Quantum's portfolio of technologies
includes electronic and software controls, hybrid electric drive
systems, natural gas and hydrogen storage and metering systems and
other alternative fuel technologies and solutions that enable fuel
efficient, low emission, natural gas, hybrid, plug-in hybrid
electric and fuel cell vehicles.

Quantum Fuel disclosed a net loss attributable to stockholders of
$30.91 million in 2012 and a net loss attributable to common
stockholders of $38.49 million in 2011.  The Company's balance
sheet at Sept. 30, 2013, showed $60.64 million in total assets,
$50.27 million in total liabilities and $10.36 million in total
stockholders' equity.

Haskell & White LLP, in Irvine, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company does not have sufficient existing sources of
liquidity to operate its business and service its debt obligations
for a period of at least twelve months.  These conditions, along
with the Company's working capital deficit and recurring operating
losses, raise substantial doubt about the Company's ability to
continue as a going concern.


QVC INC: Fitch Assigns 'BB' Issuer Default Rating
-------------------------------------------------
Fitch Ratings has assigned a 'BBB-' rating to QVC Inc.'s (QVC)
proposed 5- and 10-year note offering.  Proceeds are expected to
be used to reduce borrowings drawn on QVC's revolver ($922 million
outstanding at Dec. 31, 2013).  Any excess proceeds are expected
to be used for general corporate purposes, including working
capital.  Fitch views the transaction as neutral to the credit
profile as it is expected to be materially leverage neutral.

The QVC notes' security package (including the proposed note
offering) mirrors the credit facility's security package.  Both
sets of instruments are pari passu with each other and benefit
from a security interest in the capital stock of QVC and are
guaranteed by QVC's material domestic subsidiaries.

Under the credit agreement, priority debt (debt senior to the
credit agreements and the notes) is limited to 50% of QVC EBITDA
(an approximately $900 million limit).  All other additional debt
(either pari passu or subordinated to QVC's existing debt) is
primarily limited by the 3.5x financial leverage covenant.
Under the secured indentures (including the proposed note
offering), additional indebtedness is limited by a 2x interest
coverage incurrence test, with standard carve outs.  In addition,
debt secured by QVC/QVC subsidiary assets is limited to $4.5
billion/$5 billion (currently there is no debt issued under this
basket).  Fitch notes that under the indenture documents, if QVC
were to pledge the equity of its subsidiaries to secure debt in
the future, the notes (and the credit facility under the bank
agreement) would receive the security as well.  Fitch does not
expect this to happen.

In addition to the debt limitations discussed above, the
provisions of these notes include a 101% change of control offer
that is triggered if 1) more than 30% of the voting power is
acquired by a person other than a Permitted Holder (as defined),
2) such voting power exceeds the voting power of the Permitted
Holders, and 3) QVC's secured notes are rated non-investment
grade.  As with the QVC secured indentures, in the event that the
notes are rated investment grade (as defined), the limitations on
debt, restricted payments and other provisions would fall away and
would not be reinstated, regardless of any rating changes.

Key Rating Drivers

The ratings reflect the October 2013 announcement that Liberty
intends to 1) spin-off its 22% equity/57% voting interest in
TripAdvisor Inc.  (TRIP) and its BuySeasons Inc. business (Evite
will be separated from BuySeasons) and 2) separate the Liberty
Interactive tracking stock into two new tracking stocks: Liberty
Digital Commerce (LDCA/B), which will have the e-commerce
companies attributed to it, and QVC (QVCA/B), which will hold QVC
and the 38% HSN, Inc. stake. While Liberty consolidated TRIP into
its financial statements, Fitch excluded TRIP from its financial
analysis.  While the loss of TRIP's value (approximately $2.6
billion) is unfavorable to the credit profile, Fitch's ratings
materially rely on QVC, with Liberty's other investments, such as
TRIP, viewed as incremental support to the ratings.  The spin-off
of BuySeasons will not cause a material change to the credit
profile.  The operations of BuySeasons was not a material
contributor to the Liberty consolidated profile.

As Fitch's ratings for Liberty and QVC reflect the consolidated
legal entity/obligor credit profile, rather than the tracking
stock structure, the separation of the Liberty Interactive
tracking stock does not have a material impact on the credit
profile.  Based on Fitch's interpretation of the Liberty bond
indentures, the company could not spin out QVC without consent of
the bondholders, based on the current asset mix at Liberty.  QVC
generates 84% and 95% of Liberty's revenues and EBITDA,
respectively.  In addition, Fitch believes QVC makes up a
meaningful portion of Liberty's equity value.  Any spin-off of QVC
would likely trigger the 'substantially all' asset disposition
restriction within the Liberty indentures.

The consolidated legal/obligor credit view (discussed above) may
change over time if the Liberty Ventures (LVNT) or LDC assets
become a more meaningful portion of the consolidated Liberty asset
mix/equity value.  At that point, Fitch may adopt a more hybrid
rating analysis, taking into consideration the attribution of
assets and liabilities within each tracking stock.  Fitch does not
expect this to occur in the near or intermediate term.

The ratings reflect Fitch's expectation that the company will
continue to manage leverage on a Liberty consolidated basis.
Fitch expects Liberty's gross unadjusted leverage to be managed at
4x and QVC unadjusted gross leverage to be managed at 2.5x.
As of Dec. 31, 2013, Fitch calculates QVC's unadjusted gross
leverage at 2x and Liberty's unadjusted gross leverage at 3.8x
(excludes Trip Advisor's debt and EBITDA).  While Fitch expects
EBITDA growth would lead to reduced leverage, Fitch expects
Liberty to manage leverage closer to its target levels over the
long term. Currently, there is financial flexibility for debt-
funded acquisition and/or share repurchases.

Fitch rates both QVC's senior secured bank credit facility and the
senior secured notes 'BBB-' (two notches higher than QVC's IDR).
The secured issue rating reflects what Fitch believes would be
QVC's standalone rating.

The ratings incorporate the risk of continued acquisitions at
Liberty Interactive.  Fitch recognizes that there is a risk of an
acquisition of HSN, Inc.  However, the ratings may remain
unchanged depending on how the transaction is structured and on
the company's commitment to returning QVC's or Liberty's leverage
to 2.5x and 4x, respectively.

Fitch recognizes QVC's ability to manage product mix and adapt to
its customers shopping preferences. QVC has managed to grow
revenues over the last three years (up 1.3% in 2013) and manage
Fitch calculated EBITDA margins in the 20% to 22% range over that
same time frame.  Fitch believes that QVC will be able to continue
to grow revenues at least at GDP levels going forward.  Fitch
models low- to mid-single-digit revenue growth at both QVC and at
Liberty consolidated.  QVC EBITDA margin fluctuation is driven in
part by the product mix and will likely fluctuate over time as the
product mixes change.  However, Fitch believes, over the next few
years, QVC's EBITDA margins will remain in this historical 20% to
22% range.

Liquidity and Maturities

Fitch believes liquidity at Liberty Interactive will be sufficient
to support operations and QVC's expansion into other markets.
Acquisitions and share buybacks are expected to be a primary use
of free cash flow (FCF).

Fitch believes that there is sufficient liquidity and cash
generation (from investment dividends and tax sharing between the
tracking stocks) to support debt service and disciplined
investment at LVNT.  Fitch recognizes that in the event of a
liquidity strain at LVNT, QVC could provide funding to support
debt service (via intercompany loans), or the tracking stock
structure could be collapsed.

Fitch notes that cash can travel throughout all entities
relatively easily (although the tracking stock structure adds a
layer of complexity, Liberty LLC has in the past reattributed
assets and liabilities).  Fitch believes that resources at QVC
would be used to support Liberty LLC, and vice versa, if ever
needed.

Fitch believes Liberty continues to carry meaningful liquidity.
Liberty carried $905 million in cash (ex-TRIP), $1.1 billion of
availability on QVC's $2 billion revolver (expires March 2018),
and $4.2 billion in other public holdings (ex-TRIP) as of Dec. 31,
2013.  Fitch calculates FCF of $714 million (ex-TRIP) in FYE 2013.
Based on Fitch's conservative projections, Fitch expects Liberty's
FCF to be in the range of $750 million to $900 million.

Liberty's near-term maturities include $400 million of 1% HSN
exchangeable debentures that may be put to or redeemed by the
company in 2016.  QVC's next maturity, other than its credit
facility in 2018, is approximately $769 million in 7.5% senior
secured notes due in 2019, which becomes callable by QVC at 103.75
on Oct. 1, 2014.  Fitch believes Liberty has sufficient liquidity
to handle these maturities and potential redemption.

Rating Sensitivities

Positive Rating Actions: Fitch believes that the current financial
policy is consistent with the current ratings.  If the company
were to manage to more conservative leverage targets, ratings may
be upgraded.

Negative Rating Actions: Conversely, changes to financial policy
(including more aggressive leverage targets) and asset mix changes
that weakened bondholder protection could pressure the ratings.
While unexpected, revenue declines in excess of 10% that
materially drove declines in EBITDA and FCF and resulted in QVC
leverage exceeding 2.5x would likely pressure ratings.
Fitch currently rates Liberty and QVC as follows:

Liberty
   -- IDR 'BB';
   -- Senior unsecured debt 'BB'.

QVC
   -- IDR 'BB';
   -- Senior secured debt 'BBB-'.

The Rating Outlook is Stable.


QVC INC: Moody's Assigns 'Ba2' Rating on Senior Secured Notes
-------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to QVC, Inc.'s
proposed offering of new 5 and 10 year senior secured notes
maturing in 2019 and 2024. QVC intends to utilize the net proceeds
from the offering to repay indebtedness under QVC's senior secured
credit facility and for working capital and other general
corporate purposes. Moody's believes the offering is a credit
positive as it lengthens the company's debt maturity profile.
There is no change to the Ba3 Corporate Family Rating of Liberty
Interactive, QVC's parent company.

Assignments:

QVC, Inc.

New senior secured 5 year notes at Ba2 (LGD 2, 28%)

New senior secured 10 year notes at Ba2 (LGD 2, 28%)

LGD Revisions:

Liberty Interactive LLC

Senior Unsecured debt revised to (LGD 5 -- 83%) from (LGD 5 --
85%)

Ratings Rationale

Liberty Interactive's Ba3 CFR reflects the good operating margins
and cash flow generated from its portfolio of operating assets led
by QVC, its moderate leverage with debt/EBITDA in the low four
times range, and risk that its assets will be utilized in a manner
that benefits shareholders more than bondholders. The rating also
recognizes QVC's sizable position in the television shopping
industry, its international expansion and strong capabilities in
online shopping. The ratings also take into account the company's
solid overall liquidity profile with its high cash balances and
long term debt maturity profile.

The stable rating outlook reflects our expectation that LINTA will
consider opportunistic transactions including share repurchases.
Moody's also expect Liberty to retain a solid liquidity position
and that the QVC business will continue to show stable
performance, notwithstanding economic pressures in Europe where
the company has a meaningful exposure. The stable rating outlook
also reflects our expectations that QVC will maintain debt/EBITDA
within its target range of 2.0-2.5 times.

The ratings could be downgraded if liquidity weakens, the asset
composition or risk profile meaningfully changes, QVC's operating
performance deteriorates meaningfully, or debt-to-EBITDA is
sustained above 5.25x.

In view of the company's history of aggressive financial policies,
there is limited upward rating momentum in the near term. Over
time maintaining balanced financial policies and continued
meaningful debt reductions could lead to an upgrade.

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


QVC INC: S&P Assigns 'BB' Corp. Credit Rating; Outlook Stable
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned QVC Inc.'s proposed
senior secured notes a 'BBB-' issue-level rating (two levels above
our corporate rating on the company), with a recovery rating of
'1', indicating S&P's expectation for very high (90%-100%)
recovery in the event of a payment default.

The company will issue the notes in two maturities, 2019 and 2014.
The company will use net proceeds from the offering to repay
existing indebtedness and for working capital and other general
corporate purposes.

QVC Inc. is a wholly owned subsidiary of Liberty Interactive Corp.
and accounts for the vast majority of Liberty Interactive's
revenues and EBITDA.  S&P analyzes the entities on a consolidated
basis.  Consolidated adjusted debt leverage was 3x (net of S&P's
estimate of excess cash) as of Dec. 31, 2013.

For 2014, S&P is expecting mid-single-digit percentage revenue and
EBITDA growth at the Liberty Interactive level.  S&P assumes
moderate growth across most of QVC's markets, with some continuing
softness in Germany and Japan.  S&P expects that debt leverage
will decrease modestly from the current level.

RATINGS LIST

QVC Inc.
Corporate Credit Rating       BB/Stable/--

New Rating

QVC Inc.
Senior Secured Notes          BBB-
   Recovery Rating             1


RADIOSHACK CORP: Moody's Lowers Corp. Family Rating to 'Caa2'
-------------------------------------------------------------
Moody's Investors Service downgraded RadioShack Corporation's
corporate family rating to Caa2 from Caa1 and probability of
default rating to Caa2-PD from Caa1-PD. In addition, the ratings
for RadioShack's senior unsecured notes was downgraded to Caa3
from Caa2. The ratings outlook remains negative. RadioShack's
Speculative Grade Liquidity assessment was lowered to SGL-3 from
SGL-1.

"The continuing negative trend in RadioShack's sales and margins
has resulted in a precipitous drop in profitability causing
continued deterioration in credit metrics and liquidity", Mickey
Chadha, Senior Analyst at Moody's said. "The turnaround strategy
put in place by the new management doesn't seem to be gaining much
traction and it is unclear whether the closure of 1,100 stores
announced by the company will result in stabilizing margins and
reducing cash burn", Mr. Chadha further stated.

Ratings Rationale

RadioShack's Caa2 Corporate Family Rating reflects Moody's opinion
that the overall business strategy of the company to reverse the
decline in profitability has not gained much traction. The
company's comparable store sales declined 8.8% in 2013 and gross
margin declined to 34.1% for the fiscal year 2013 down from 38.4%
for fiscal 2012. Moody's expects that the 2014 retail operating
environment will remain challenging and the increasing price
competition within the wireless mobility sector including wireless
carriers will continue to pressure RadioShack's profits. The
planned closure of a quarter of the company's domestic stores will
significantly lower the company's scale and may result in
significant costs associated with lease terminations which may be
only partially offset through inventory liquidation proceeds.

RadioShack's increasing reliance on its low margin mobility
business continues to pressure margins and the company's credit
metrics have deteriorated to levels that are not meaningful. The
company's ratings also reflect its vulnerability to product
renewal cycles, product volatility driven by price competition
from a variety of retail formats, small store size with the
constant need to re-balance product mix and obsolescence risk
inherent in consumer technology. The Rating is supported by
RadioShack's adequate liquidity profile, and its selection of
price-competitive national and private label products. The
company's breadth of peripherals for digital and audio-visual
products, which often require high-touch sales efforts, helps
differentiate it from big-box stores.

The company's liquidity though adequate, has continued to
deteriorate as it burns cash to fund its operating losses. Moody's
expects the company to be increasingly reliant on its unrestricted
cash balances as we expect operating losses to continue in 2014
and free cash flow to remain negative in the near term resulting
in reduced financial flexibility. The nearest debt maturity is not
until 2018 and the company had $180 Million in cash and $375
million availability under its ABL revolving credit facility at
the end of fiscal 2013.

The following ratings are downgraded and point estimates updated:

Corporate Family Rating to Caa2 from Caa1

Probability of Default Rating to Caa2-PD from Caa1-PD

$325 million senior unsecured notes due May 2019 to Caa3 (LGD 5,
81%) from Caa2 (LGD 5, 77%)

Speculative Grade Liquidity rating to SGL-3 from SGL-1

The negative outlook reflects the uncertainty regarding the
company's ability to improve its operating performance in the next
12 months and our expectation that RadioShack's ongoing lackluster
operating performance, margin erosion and cash burn will likely
continue and credit metrics will remain very weak in the near to
medium term.

Given the negative outlook and the steep decline in the company's
operating performance and profitability, upward movement in
RadioShack's ratings is unlikely in the near to medium term.
Stabilization of the outlook will require sustained improvement in
operating margins and absence of any further operating missteps.
Stabilization of the outlook will also require good liquidity, and
EBITDA demonstrating tangible incremental improvement.

In the longer term a higher rating will require no deterioration
in liquidity, sustained positive comparable store sales growth and
improvements in operating margins and profitability such that
debt/EBITDA is sustained below 7.5 times and EBITA to interest is
sustained above 1.0 times.

The failure of the company to reverse the sequential quarterly
decline comparable store sales, EBITDA and earnings will lead to a
downgrade. Ratings could also be downgraded due any deterioration
in liquidity. Ratings could be downgraded if there is no
improvement in credit metrics in the near to medium term.

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

RadioShack is a retailer of consumer electronics and peripherals,
as well as a retailer of cellular phones. It operates roughly
4,571 stores in the U.S. and Mexico. The company also generates
sales through a network of 948 dealer outlets worldwide. Revenues
for the fiscal year 2013 were approximately $3.4 billion.


RAVENWOOD HEALTHCARE: Purchaser Prefer Chapter 7 Conversion
-----------------------------------------------------------
Naples Lending Group, L.C., has objected to the motion of
Ravenwood Healthcare, Inc., doing business as Nursing and
Rehabilitation Center, to dismiss its Chapter 11 case.  Naples
said the case should be converted to Chapter 7.

Naples Lending Group, L.C., previous DIP lender and priming
secured creditor with respect to all assets of the Debtor, and the
purchaser of substantially all of the Debtor's assets pursuant to
order dated Aug. 12, 2013, stated that the Debtor's motion
erroneously alleged, or at least certainly implied, that Naples
has failed to perform its obligation to leave the estate's bank
account with $10,000 to help defray the administrative expenses.
The motion further suggested dismissal is prudent because it is
not worth the time and expense to pursue Naples on its alleged
breach of contract.

Naples asserted that it has complied with the terms of the Court-
approved APA.

If the Court is inclined to continue the hearing on the motion,
Naples requested immediate conversion to Chapter 7 rather than
outright dismissal.  Naples agreed with the Debtor that no purpose
is served keeping the case as a Chapter 11 proceeding, with time
consuming reporting requirements and UST fee obligations.  But the
prospect of a meaningful recovery for a Chapter 7 estate without
financial risks warrants conversion.

The Debtor, in its motion, stated that the assets sold to Naples
represented all assets of any value of the estate of the debtor
with the exception of the right of the Debtor to obtain sufficient
cash from Naples to leave the Debtor $10,000 in its bank account
to help defray the administrative expenses and fees accrued
against the estate.  The Debtor has not yet obtained the
additional cash required from Naples and currently has only a
minimal amount of cash on hand which is quickly being diminished
by quarterly U.S. Trustee fees that must be paid while this case
remains in Chapter 11.

The sale of the assets to Naples has now been consummated and
there no longer is any reason for the Debtor to remain in Chapter
11 and, as the Debtor is already administratively insolvent and
has no assets, there is no reason for it to be converted to a
Chapter 7 case.

As reported in the Troubled Company Reporter on Aug. 21, 2013, the
Hon. Douglas D. Dodd authorized Naples to purchase the Debtor's
property pursuant to an agreement to purchase executed with the
Debtor.  The Court also ordered that immediately upon the closing
of the sale, Naples will pay the balance between the Debtor's
current cash or cash equivalents and $10,000, such that the Debtor
will possess $10,000 upon the closing of the sale to Naples.

Naples is entitled to the protection under Section 363(m) of the
Bankruptcy Code as a purchaser in good faith.

Naples provided postpetition funding to the Debtor of up to
$1,000,000.

                 About Ravenwood Healthcare, Inc.

Ravenwood Healthcare, Inc. filed a Chapter 11 petition (Bankr.
M.D. La. Case No. 12-10612) on April 27, 2012, in its home-town in
Baton Rouge.  Ravenwood Healthcare is a not-for-profit corporation
which owns and operates the Harborside Nursing and Rehabilitation
Center, a 165-bed skilled care facility in Baltimore, Maryland.
It has 134 hourly rate based and 11 salaried rate based employees.

Bankruptcy Judge Douglas D. Dodd oversees the case.  William E.
Steffes, Esq., and Noel Steffes Melancon, Esq., at Stefes,
Vingiello & McKenzie, LLC, serve as the Debtor's counsel.

In its petition, the Debtor estimated $10 million to $50 million
in both assets and debts.  The petition was signed by Richard T.
Daspit, Sr., president.

In its amended schedule, the Debtor disclosed $9,561,783 in assets
and $24,113,224 in liabilities as of the Chapter 11 filing.


RE-710 LLC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: RE-710, LLC
        P.O. Box 274171
        Tampa, FL 33688

Case No.: 14-02617

Chapter 11 Petition Date: March 11, 2014

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

Judge: Hon. Catherine Peek McEwen

Debtor's Counsel: Katie Brinson Hinton, Esq.
                  MCINTYRE, PANZARELLA, THANASIDES ET AL
                  6943 East Fowler Avenue
                  Tampa, FL 33617
                  Tel: 813-899-6059
                  Email: katie@mcintyrefirm.com

Estimated Assets:  $1 million to $10 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Barry D. Haught, manager of RE710, LLC.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flmb14-2617.pdf


RESERVOIR EXPLORATION: 1st Amended Liquidation Plan Confirmed
-------------------------------------------------------------
U.S. Bankruptcy Judge D. Michael Lynn has confirmed the
liquidation plan of Reservoir Exploration Technology, Inc.

In accordance with section 6.3 of the Plan and on the Effective
Date, Jason A. Rae is appointed to serve as the Liquidating
Trustee of the Liquidating Trust and he is authorized to exercise
all rights and powers of such position to effectuate the Plan and
the Liquidating Trust Agreement.

As reported by The Troubled Company Reporter, the Plan
incorporates a settlement and compromise with the liquidator on
behalf of parent Reservoir Exploration Technology ASA, under which
RXT ASA has agreed to expeditiously liquidate the Debtor's
Receivable Asset -- which is the Debtor's aliquot share of a
receivable owed by Shell E&P Ireland Limited in the total amount
of US$10.8 million -- and other unliquidated intercompany
receivables by taking an assignment of the Debtor's interests in
these assets and providing immediate Plan funding to the Debtor to
ensure its ability to presently propose and perform its Plan.

A copy of the First Amended Plan of Liquidation dated Jan. 30,
2014, is available for free at:

  http://bankrupt.com/misc/Reservoir_Exploration_Plan_Jan2014.pdf

                    About Reservoir Exploration

Reservoir Exploration Technology, Inc., a provider of seismic data
and related geophysical services to the oil and gas industry and
specializing in multi-component sea-floor acquisition of seismic
data, sought protection under Chapter 11 of the Bankruptcy Code on
Nov. 5, 2013 (Case No. 13-45148, Bankr. N.D. Tex.).  The case is
assigned to Judge Michael Lynn.

The Debtor's parent, Reservoir Exploration Technology ASA, filed
for bankruptcy protection under the laws of Norway on June 13,
2013.  Mr. Jon Skjorshammer of The Selmer Law Firm, with offices
in Oslo, Norway, has been appointed by the Norwegian bankruptcy
court as the liquidator for RXT ASA in the Parent's Foreign
Bankruptcy Case.

The U.S. Debtor is represented by Jay Ong, Esq., Joseph J.
Wielebinski, Esq., and Thomas D. Berghman, Esq., at Munsch Hardt
Kopf & Harr, P.C., in Dallas, Texas.  Lain Faulkner & Co., P.C.,
serves as financial advisor, and Jason A. Rae acts as chief
restructuring officer.

The petition was signed by Mr. Rae.  The Debtor's Schedules of
Assets and Liabilities disclosed $13,660,336 in assets and
$18,823,697 in liabilities.


RESMAE MORTGAGE: Hawaii Court Rules in Foreclosure Suit
-------------------------------------------------------
A three-judge panel of the Intermediate Court of Appeals of Hawaii
said the bankruptcy court order, dated June 5, 2007, confirming
the second amended plan of reorganization for Resmae Corporation
does not bar Leigh Matsuyoshi from contesting the validity of
Resmae Mortgage Corporation's non-judicial foreclosure process in
any but the Bankruptcy Court.

The Intermediate Court of Appeals recently heard the appeal taken
by Matsuyoshi from a September 18, 2012 "Judgment on Order
Granting Plaintiff Kondaur Capital Corporation's Motion for
Summary Judgment Against All Defendants on Complaint Filed June 5,
2012" entered in the Circuit Court of the Fifth Circuit1 in favor
of Kondaur Capital Corporation.  Matsuyoshi contends the circuit
court erred by:

     (1) granting Kondaur Capital's motion for summary judgment,
         and

     (2) denying Matsuyoshi's Hawaii Rules of Civil Procedure
         (HRCP) Rule 60(b) motion to set aside judgment on the
         order granting Kondaur Capital's motion for summary
         judgment.

By a warranty deed dated Feb. 13, 2007, Jun Matsuyoshi and others
conveyed a property located at 2888 Hoolako Street, Lihue, Hawaii
96766 to Matsuyoshi. The Hoolako Property is located in Kaua'i
County.

On March 29, 2007, Resmae Corp. recorded a mortgage on the
property with the Bureau of Conveyances.  The Mortgage listed
Matsuyoshi as the borrower of $500,000, which she would repay with
interest, subject to an adjustable rate rider, no later than May
1, 2037.

By letter dated May 20, 2008, Resmae Corp. gave Matsuyoshi notice
of their intent to foreclose on the property because her Mortgage
loan was in default.  On Aug. 28, 2008, Resmae Corp. recorded an
assignment of its interest to Resmae Liquidation Properties, LLC.

On July 14, 2010, Resmae Liquidation Properties granted the
Hoolako Property to Kondaur Capital via quitclaim deed for one
dollar.  The quitclaim deed was recorded on Feb. 24, 2011 in the
State of Hawaii Bureau of Conveyances.  By letter dated May 22,
2012, Kondaur Capital informed Matsuyoshi that she and all other
occupants were required to vacate the Hoolako Property
immediately.

On June 5, 2012, Kondaur Capital filed a complaint against
Matsuyoshi, requesting the circuit court to eject Matsuyoshi and
all other persons from the Hoolako Property and award Kondaur
Capital rent for the period Matsuyoshi had unlawfully possessed
the Hoolako Property.

The case is, KONDAUR CAPITAL CORPORATION, Plaintiff-Appellee, v.
LEIGH MATSUYOSHI, Defendant-Appellant, and JOHN DOES 1-10, JANE
DOES 1-10, DOE PARTNERSHIPS 1-10, DOE CORPORATIONS, 1-10, DOE
ENTITIES 1-10, ALL PERSONS RESIDING WITH AND ANY PERSONS CLAIMING
BY AND THROUGH OR UNDER THEM, Defendants, No. CAAP-12-0000867.  A
copy of the Court's March 7, 2014, including additional background
of the case, is available at http://is.gd/7LXdrWfrom Leagle.com.

                   About ResMAE Mortgage Corp.

Based in Brea, California, ResMAE Mortgage Corp. --
http://www.resmae.com/-- is served the needs of borrowers who do
not conform to traditional "A" credit lending criteria due to
credit history, debt to income ratios, or other factors.  ResMAE
Mortgage filed for chapter 11 protection on Feb. 12, 2007 (Bankr.
D. Del. Case No. 07-10177).  Daniel J. DeFranceschi, Esq. and Mark
D. Collins, Esq., at Richards, Layton & Finger, P.A., represented
the Debtor in its restructuring efforts.  Adam G. Landis, Esq.,
and Richard Scott Cobb, Esq., at Landis Rath & Cobb LLP served as
counsel to the Official Committee of Unsecured Creditors.  As of
Feb. 28, 2007, the Debtor's balance sheet showed total assets of
$255,429,000 and total debts of $254,062,000.

On June 5, 2007, the U.S. Bankruptcy Court for the District of
Delaware filed its "Findings of Fact, Conclusions of Law, and
Order Under 11 U.S.C. Sec. 1129(a) and (b) and Fed. R. Bankr. P.
3020 Confirming the Second Amended Plan of Reorganization of the
Debtor Proposed by the Debtor and Sponsored by RMC Mortgage
Holdings LLC.


RIH ACQUISITIONS: Files Disclosure Statement for Liquidating Plan
-----------------------------------------------------------------
RIH Acquisitions NJ LLC has filed a disclosure statement in
support of its joint plan of liquidation dated Feb. 28, 2014.

Under the plan of liquidation, unclassified claims including
Allowed Administrative Expense Claims, Professional Compensation
and Reimbursement Claims, Priority Tax Claims and DIP Credit
Agreement Claims will be paid in full in Cash.

The classified claims under the plan are:

     A. Class 1: Miscellaneous Secured Claims will receive at the
        discretion of the Liquidation Trustee from the Plan
        assets: (i) Cash in an amount equal to the lesser of (a)
        the amount of the claim and (b) the value of the Debtors'
        property securing the claim or (ii) the property securing
        the claim.  Class 1 claims are estimated at $0.

     B. Class 2: Priority Non-Tax Claims will receive cash after
        the Effective Date or within 30 days following allowance
        of the Allowed Priority Non-Tax Claim.  Class 2 claims are
        estimated at $0.

     C. Class 3: General Unsecured Claims will receive its Pro
        Rata Share of the Liquidation Trust Assets after the
        Liquidation Trust Assets have been liquidated and after
        all costs and expenses of the Liquidation Trust have been
        paid in full.  Class 3 claims are estimated at
        $8,652,216.13.

     D. Class 4: Equity Interests will be cancelled and
        extinguished.

On Dec. 23, 2013, Judge Gloria M. Burns approved the sale of
Atlantic Club Casino Hotel's casino property and fixtures to
Caesars Entertainment Corp. for $15 million; and the slot machines
and other gambling equipment to Tropicana Entertainment Inc. for
$8.4 million.

The Sale Proceeds and other cash held by the Debtors will be used
to fund the Reserves and Distributions to be made pursuant to the
Plan.

A copy of the Disclosure Statement is available for free at:

                         http://is.gd/VnfZIe

                       About RIH Acquisitions

RIH Acquisitions NJ LLC, doing business as the Atlantic Club
Casino Hotel in Atlantic City, New Jersey, filed a Chapter 11
petition (Bankr. D.N.J. Case No. 13-34483) on Nov. 6, 2013, in
Camden, New Jersey, to sell the property in the near term.

The Debtors are represented by Michael D. Sirota, Esq., and Warren
A. Ustaine, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A.,
in Hackensack, New Jersey; and Paul V. Shalhoub, Esq., at Willkie
Farr & Gallagher LLP, in New York.  Duane Morris, LLP, serves as
the Debtors' special gaming regulatory counsel.

Imperial Capital, LLC, serves as financial advisor and investment
banker to the Debtors, while Mercer (US) Inc. serves as
compensation consultant.  Kurtzman Carson Consultants LLC is the
Debtors' claims and noticing agent.

Northlight Financial LLC, as DIP Lender, is represented by Harlan
W. Robins, Esq., at Dickinson Wright PLLC, in Columbus, Ohio;
Kristi A. Katsma, Esq., at Dickinson Wright PLLC, in Detroit,
Michigan; and Bruce Buechler, Esq., and Kenneth A. Rosen, Esq., at
Lowenstein Sandler LLP, in Roseland, New Jersey.

Financing for the Chapter 11 reorganization is being provided by
Northlight Financial LLC.

An official committee of unsecured creditors appointed in the case
is represented by Morton R. Branzburg, Esq., Carol Ann Slocum,
Esq., and Richard M. Beck, Esq., at Klehr Harrison Harvey
Branzburg LLP.  The Committee hired PricewaterhouseCoopers, LLC,
as financial advisor.

RIH Acquisitions NJ LLC scheduled $17,776,359 in total assets and
$16,813,022 in total liabilities.


RIH ACQUISITIONS: Taps Kurztman Carson as Noticing & Claims Agent
-----------------------------------------------------------------
RIH Acquisitions NJ LLC and its debtor-affiliates ask the Hon.
Gloria M. Burns of the U.S. Bankruptcy Court for the District of
New Jersey for permission to employ Kurtzman Carson Consultants
LLC as their noticing and claims agent.

The firm will:

   a) assist the Debtors in analyzing claims filed against their
      estates;

   b) tabulate votes and performing subscription services as may
      be requested or required in connection with any and all
      Chapter 11 plans that may be filed by the Debtors and
      provide ballot reports and related balloting and tabulation
      services to the Debtors and their professionals;

   c) generate an official ballot certification and testifying, if
      necessary, in support of the ballot tabulation results;

   d) manage any distributions pursuant to a confirmed plan prior
      to the effective date of such plan;

   e) provide (i) computer software support and training in the
      use of support software, (ii) KCC's standard reports as well
      as consulting and programming support for the Company
      requested reports, (iii) program modifications, (iv) data
      base modifications, and (v) other features and services in
      accordance with the fees outlined in a pricing schedule
      provided to the Company; and

   f) perform such other administrative services as may be
      requested by the Debtors that are not otherwise allowed
      under the Section 156(c) Retention Order.

The Debtors tell the Court that they agree to pay the firm for
its services, expenses, and supplies at the rates or prices set
by the firm.  The Debtors note that the firm's prices are
generally adjusted periodically to reflect changes in the business
and economic environment.  The Debtors add the firm reserves
the right to reasonably increase its prices, charges and rates
annually.  If the prices increases exceed 10%, the firm will
give 30 days' written notice, the Debtors say.

Evan Gershbein, Senior Vice President of Corporate Restructuring
Services at Kurtzman Carson Consultants LLC, assures the Court
that the firm is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code.

                       About RIH Acquisitions

RIH Acquisitions NJ LLC, doing business as the Atlantic Club
Casino Hotel in Atlantic City, New Jersey, filed a Chapter 11
petition (Bankr. D.N.J. Case No. 13-34483) on Nov. 6, 2013, in
Camden, New Jersey, to sell the property in the near term.

The Debtors are represented by Michael D. Sirota, Esq., and Warren
A. Ustaine, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A.,
in Hackensack, New Jersey; and Paul V. Shalhoub, Esq., at Willkie
Farr & Gallagher LLP, in New York.  Duane Morris, LLP, serves as
the Debtors' special gaming regulatory counsel.

Imperial Capital, LLC, serves as financial advisor and investment
banker to the Debtors, while Mercer (US) Inc. serves as
compensation consultant.  Kurtzman Carson Consultants LLC is the
Debtors' claims and noticing agent.

Northlight Financial LLC, as DIP Lender, is represented by Harlan
W. Robins, Esq., at Dickinson Wright PLLC, in Columbus, Ohio;
Kristi A. Katsma, Esq., at Dickinson Wright PLLC, in Detroit,
Michigan; and Bruce Buechler, Esq., and Kenneth A. Rosen, Esq., at
Lowenstein Sandler LLP, in Roseland, New Jersey.

Financing for the Chapter 11 reorganization is being provided by
Northlight Financial LLC.

An official committee of unsecured creditors appointed in the case
is represented by Morton R. Branzburg, Esq., Carol Ann Slocum,
Esq., and Richard M. Beck, Esq., at Klehr Harrison Harvey
Branzburg LLP.  The Committee hired PricewaterhouseCoopers, LLC,
as financial advisor.

RIH Acquisitions NJ LLC scheduled $17,776,359 in total assets and
$16,813,022 in total liabilities.

On Dec. 23, 2013, Judge Gloria M. Burns approved the sale of
Atlantic Club Casino Hotel's casino property and fixtures to
Caesars Entertainment Corp. for $15 million; and the slot machines
and other gambling equipment to Tropicana Entertainment Inc. for
$8.4 million.  The closing of the Caesars deal occurred Feb. 3,
2014.  Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that Caesars won't operate the property as a casino.  The
buyer said it is "evaluating options for the use of the assets."


RITE AID CORP: S&P Retains 'B' CCR Following $1.15BB Refinancing
----------------------------------------------------------------
Standard & Poor's Ratings Services said that Rite Aid Corp.'s
recent refinancing of its $1.15 billion first-lien term loan B-6
with a new term loan B-7 due 2020 has no impact on its 'B'
corporate credit rating or stable outlook on the company.  The
amendment reduces the pricing on the term loan meaningfully (about
50 basis points).  Other key terms of the loan remain unchanged.
This amendment does not have a meaningful impact on its credit
ratios.  Therefore, S&P expects the financial risk profile to
remain "highly leveraged".

RATINGS LIST

Ratings Unchanged On Refinancing
Rite Aid Corp.
Corporate Credit Rating           B/Stable/--
$1.15 billion first-lien
  term loan B-7                    BB-
   Recovery Rating                 1


RIVER-BLUFF: Case Summary & 4 Top Unsecured Creditors
-----------------------------------------------------
Debtor: River-Bluff Enterprises, Inc.
        100 E Jackson St
        Ellensburg, WA 98926

Case No.: 14-00843

Chapter 11 Petition Date: March 11, 2014

Court: United States Bankruptcy Court
       Eastern District of Washington (Spokane/Yakima)

Judge: Hon. Frank L Kurtz

Debtor's Counsel: Metiner G Kimel, Esq.
                  KIMEL LAW OFFICES
                  1115 W. Lincoln Avenue, Suite 105
                  Yakima, WA 98902
                  Tel: 509-452-1115
                  Fax: 509-452-1116
                  Email: mkimel@mkimellaw.com

Estimated Assets: $10 million to $50 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Roger Haney, president.

List of Debtor's four Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
JP Morgan Chase Bank, N.A.                            $1,230,464
PO Box 24696
Columbus, OH
43224-0696

U.S. Bank, N.A.                                       $4,876,495
PO Box 790401
Saint Louis, MO
63179-0401

Marcus Haney                                             $77,507

Alpine Townhouse                                      $2,303,637
Apartments, LLC
1442 St. Francis Avenue
Modesto, CA 95356


RUTKOWSKI BROTHERS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Rutkowski Brothers Land, LLC
        850 Wilson Street
        Fennimore, WI 53809

Case No.: 14-10965

Chapter 11 Petition Date: March 11, 2014

Court: United States Bankruptcy Court
       Western District of Wisconsin (Madison)

Judge: Hon. Robert D. Martin

Debtor's Counsel: Eliza M. Reyes, Esq.
                  KREKELER STROTHER, S.C.
                  2901 West Beltline Highway, Suite 301
                  Madison, WI 53713
                  Tel: 608-258-8555
                  Fax: 608-258-8299
                  Email: ereyes@ks-lawfirm.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by John G. Rutkowski, managing member.

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


SAND HOLLOW: Case Summary & 4 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Sand Hollow Investors LLC
        PO Box 8042
        Boise, ID 83707

Case No.: 14-00333

Chapter 11 Petition Date: March 11, 2014

Court: United States Bankruptcy Court
       District of Idaho (Boise)

Judge: Hon. Jim D Pappas

Debtor's Counsel: D Blair Clark, Esq.
                  LAW OFFICE OF D. BLAIR CLARK PLLC
                  1513 Tyrell Lane, Suite 130
                  Boise, ID 83706
                  Tel: (208) 475-2050
                  Fax: (208) 475-2055
                  Email: dbc@dbclarklaw.com

Total Assets: $800,000

Total Liabilities: $1.6 million

The petition was signed by Harvey Neef, member.

A list of the Debtor's four largest unsecured creditors is
available for free at http://bankrupt.com/misc/idb14-333.pdf


SEGA BIOFUELS: Exclusivity Period Extended Until March 31
---------------------------------------------------------
At the behest of Sega Biofuels LLC, the U.S. Bankruptcy Court
extended until March 31, 2014, the Debtor's deadline to file its
Chapter 11 plan and disclosure statement.

Sega Biofuels LLC, the owner of a wood-pellet plant in Nahunta,
Georgia, filed a petition for Chapter 11 protection (Bankr. S.D.
Ga. 13-50694) on Sept. 11 in Waycross, Georgia.  The Company
listed assets worth $10.6 million and debt totaling $13.7 million.

The U.S. Trustee has not appointed an official committee in the
Debtor's bankruptcy case.


SEI HOLDING: Moody's Assigns B2 CFR & Rates 1st Lien Loan B1
------------------------------------------------------------
Moody's Investors Service has assigned a B2 CFR and a B2-PD PDR to
SEI Holding I Corporation (SEI I), a holding company and direct
parent of the Singer Operating Subsidiaries and through its co-
issuer, Bishop Lifting Products, Inc., associated with Delta
Rigging &Tools. The company's new $225 million first lien term
loan was rated B1 while its $127.5 million second lien term loan
was rated Caa1. Proceeds from the debt issuance along with around
$190 million of shareholder equity (including rollover equity) are
to fund the purchase of DRTH Holdings, Inc. (the owner of Delta
Rigging and Tools) by Bishop Lifting Products, Inc., a subsidiary
of BLP Parent Corporation in the organization structure. Proceeds
will also refinance existing debt, and fund various other fees and
expenses. The company's $100 million asset based revolver was not
rated by Moody's. The rating outlook is stable.

Assignments:

Issuer: SEI Holding I Corporation

Corporate Family Rating, Assigned B2

Probability of Default Rating, Assigned B2-PD

Senior Secured First Lien Bank Credit Facility, Assigned B1
(LGD3, 43%)

Senior Secured Second Lien Bank Credit Facility, Assigned Caa1
(LGD5, 84%)

Outlook, Assigned Stable

Ratings Rationale

SEI I's B2 CFR reflects the company's high leverage at over 5.5x
on a Moody's adjusted basis proforma for the acquisition of Delta
Rigging but before anticipated synergies. SBP Holding was formed
in 2012 merger through the merger of Singer Equities, a
distributor of industrial rubber products, and Bishop Lifting
Products, a leading distributor of wire and rigging equipment in
the US. The acquisition of Delta Rigging expands SBP's wire and
rigging distribution. The B2 rating reflects the view that both
companies sell critical components for larger projects.
Specifically, the combined company will sell hydraulic hoses,
industrial hoses, belts, wire rope & rigging and provide various
services used in the fabrication, testing, and installation
process related to cranes, blocks winches and other hoisting
products including slings. The rating is hindered by its small
size relative to other rated corporates in the manufacturing
space, and high anticipated cyclicality in the event of an
economic downturn. SEI I's ratings benefit by its good market
position as many of its competitors are smaller. Moreover,
positive free cash flow generation, low required capital
expenditures, and the expectations that revenue growth will likely
outpace the economy's growth, as the oil and gas sector is its
largest end customer, are factors supporting the rating. The
ratings also benefit from low customer concentration and the
potential for cross selling opportunities as a result of the
acquisition.

The first lien and second lien debt are being co-issued by SEI
Holding I Corporation and Bishop Lifting Products, Inc., direct
subsidiaries of SEI Holding Corporation and BLP Parent
Corporation, respectively. Both SEI Holding Corporation and BLP
Parent Corporation are guaranteeing the rated debt. The new
instruments also benefit from subsidiary guarantees.

The B1 rating on the $225 million first lien facility reflects
their first lien position on certain assets not part of the ABL
collateral pool that has a first lien on the choice assets
including receivables and inventory. The First Lien Term Facility
shall be repayable in equal quarterly installments in an aggregate
annual amount equal to 1% of the original principal amount of the
First Lien Term Facility.

The Caa1 rating on the second lien facility reflect their second
lien priority of claim behind the $100 million ABL revolver and
also behind the assets securing the first lien term facility.
Moody's notes that as a distributor, the company has a relatively
light asset base that would likely result in weak asset recovery
for the second lien notes in a default scenario.

Moody's considers the company to have adequate liquidity even
after considering anticipated seasonal working capital swings due
to its customers primarily serving the cyclical oil & gas
industry. The ABL revolver availability is anticipated to be good
although its availability will decline in a downturn if there is a
reduction in the borrowing base supporting the asset backed
revolver. There is good covenant room due to the transaction's
lite covenant structure. In the event of a downturn, the security
package will limit the company's ability to sell assets as an
alternative source of liquidity.

The rating or rating outlook could come under pressure if the
company's leverage was to increase over 6.0x, EBITDA to interest
was to fall below 2x, or if profitability declined sharply.

Moody's anticipates marketing and operational synergies to support
a reduction in leverage by over half a turn over the next 12
months. Nevertheless, a ratings upgrade is unlikely over the
intermediate term due to its cyclical product line and small size.
Longer term, were leverage to fall below 4 times and the company
to report significant and consistent revenue and EBITDA growth for
a multi-year period, positive ratings traction could develop.

The principal methodology used in this rating was the Global
Business & Consumer Service Industry Rating Methodology published
in October 2010. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

SEI Holding I Corporation and Bishop Lifting Products, Inc., are
intermediate subsidiaries below the ultimate holdco: SBP Holding
LP. The new company offers critical value added services and
distribution of industrial rubber, wire rope & rigging, as well as
various other related services including testing, installation,
inspection, and equipment rental. Annual consolidated revenues are
anticipated to exceed $400 million in calendar year 2014. The
company is headquartered in Glen Burnie, MD.


SEQUENOM INC: Amends 2013 Annual Report to Correct Errors
---------------------------------------------------------
Sequenom, Inc., amended its annual report on Form 10-K for the
year ended Dec. 31, 2013, as originally filed with the U.S.
Securities and Exchange Commission on Feb. 27, 2014.  The Form
10-K/A amends page 54 of Item 7 of Part II of the Original Filing
to correct an error in the following statement:

"With our recent U.S. Food and Drug Administration, or FDA,
clearance through the Premarket 510(k) Notification process, or
510(k), for the Impact Dx System, which is a clinical laboratory
version of our research use only MassARRAY System, we believe that
the Sequenom Bioscience business is well positioned to benefit
from additional investment in biomarker assay panels which can be
used to perform tests in a clinical laboratory setting."

As corrected by the Form 10-K/A, the sentence states:

"With our recent U.S. Food and Drug Administration, or FDA,
submission for clearance through the Premarket 510(k) Notification
process, or 510(k), for the Impact Dx System, which is a clinical
laboratory version of our research use only MassARRAY System, we
believe that the Sequenom Bioscience business is well positioned
to benefit from additional investment in biomarker assay panels
which can be used to perform tests in a clinical laboratory
setting."

In addition, the Form 10-K/A amends Item 15 of Part IV of the
Original Filing to include new certifications by the Company's
principal executive officer and principal financial officer
pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002
as required by Rule 12b-15 under the Securities Exchange Act of
1934, as amended.

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

                         http://is.gd/2ePq4F

                           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.

Sequenom disclosed a net loss of $117.02 million in 2012, a net
loss of $74.13 million in 2011 and a net loss of $120.84 million
in 2010.  The Company's balance sheet at Sept. 30, 2013, showed
$164.82 million in total assets, $195.85 million in total
liabilities and a $31.02 million total stockholders' deficit.


SNOW CANYON: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Snow Canyon Clinic, Inc.
        272 East Center Street
        Ivins, UT 84738

Case No.: 14-22277

Chapter 11 Petition Date: March 11, 2014

Court: United States Bankruptcy Court
       District of Utah (Salt Lake City)

Judge: Hon. William T. Thurman

Debtor's Counsel: Shawn T. Farris, Esq.
                  FARRIS & UTLEY PC
                  2107 W. Sunset Blvd., 2nd Floor
                  St. George, UT 84770
                  Tel: (435) 634-1600
                  Fax: (435) 628-9323
                  Email: farris@farrisutley.com

Total Assets: $500,721

Total Liabilities: $1.04 million

The petition was signed by Laura Schlagel, president.

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


SOPHIA L.P.: Moody's Assigns 'B1' Rating on $998MM Term Loan
------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Sophia, L.P.'s
$998 million term loan B (due 2018), which replaces an existing
term loan of the same size and tenor. Sophia's other ratings,
including its B3 Corporate Family Rating ("CFR") as well as its
stable outlook, remain unaffected.

Ratings Rationale

The repricing will reduce the higher-education-software provider's
interest expense by just under $5.0 million, to an estimated $140
million this year. Moody's notes that the estimated interest
savings only minimally offsets the incremental interest burden the
company took on in November, 2013, when it issued $400 million of
PIK notes to make a distribution to its private equity owners
(Hellman & Friedman). As the PIK Notes increased debt to EBITDA to
about 8.5 times Moody's downgraded the ratings, including the CFR,
by one notch to B3.

Nevertheless, Moody's believe the profitability momentum Sophia
built in 2013, on only minimal revenue increases, should continue
this year and enable the company to reach our anticipated,
approximately 7.0 times debt-to-EBITDA level by 2014 year end,
positioning the CFR more comfortably in the B3 category.

The stable outlook reflects our expectations that Sophia will
continue to maintain a strong position in its niche segment and
generate low single-digit annual revenue growth with consistent
levels of operating profits and cash flows. The ratings could be
upgraded by sustaining both debt-to-EBITDA near or below 7 times
and free cash flow to debt in the mid-single-digit percentages
(including Moody's standard adjustments). Expansion in the size
and scope of the business, high profit margins and customer
retention rates, and commitment to conservative financial policies
would also be important factors for any rating upgrade. The
ratings could be lowered if customer retention declines,
anticipated revenue growth slows, EBITDA margins decline,
liquidity weakens, if debt to EBITDA does not reduce steadily, if
annual free cash flow is likely to be sustained at less than $40
million, or if free cash flow as a percentage of debt falls to the
very low single digits.

Assignments:

Issuer: Sophia, L.P.

  Senior Secured Bank Credit Facility Jul 19, 2018, Assigned B1,
  LGD2, 25 %

Sophia, L.P., headquartered in Fairfax, Virginia, is a privately-
held provider of ERP software exclusively for the higher education
market.

The principal methodology used in this rating was Global Software
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.


SOPHIA L.P.: S&P Retains 'B' CCR After Loan Repricing
-----------------------------------------------------
Standard & Poor's Ratings Services said its ratings on Fairfax,
Va.-based Sophia L.P., a provider of enterprise resource planning
software to higher education institutions primarily in North
America, remain unchanged following the company's repricing of its
$998 million outstanding term loan B, to lower its cost.

The corporate credit rating remains 'B', reflecting the company's
"fair" business risk profile and "highly leveraged" financial risk
profile, and the outlook is negative.  The 'B+' issue-level rating
and '2' recovery rating also remain unchanged.

RATINGS LIST

Sophia L.P.
Corporate Credit Rating             B/Negative/--
  Senior Secured                     B+
   Recovery Rating                   2


SPEEDEMISSIONS INC: Circuit Court OKs Settlement with IBC Funds
---------------------------------------------------------------
On Dec. 13, 2013, and on Jan. 10, 2014, the Circuit Court in the
Twelfth Judicial Circuit in and for Sarasota County, Florida,
entered an Order Granting Approval of Settlement Agreement
approving, among other things, the fairness of the terms and
conditions of an exchange pursuant to Section 3(a)(10) of the
Securities Act of 1933, as amended, in accordance with a
Settlement Agreement between Speedemissions, Inc., and IBC Funds,
LLC, in the matter entitled IBC Funds, LLC, vs. SpeedEmissions,
Inc., Case Nos. 2013 CA 008762 NC and 2014 CA 000153.

IBC commenced the Actions against the Company to recover an
aggregate of $128,337 of past-due accounts payable, which IBC had
purchased from certain of the Company's vendors pursuant to the
terms of separate claim purchase agreements between IBC and each
of the respective vendors, plus fees and costs.  The Assigned
Accounts relate to certain research, technical, development and
legal services.  The Order provides for the full and final
settlement of the Claim and the Actions.

The Settlement Agreement became effective and binding on Dec. 13,
2013, and Jan. 10, 2014.  Pursuant to the terms of the Settlement
Agreement, the Company reserved 15,000,000 shares of the Company's
common stock.

The Settlement Agreement provides that in no event will the number
of shares of Common Stock issued to IBC or its designee in
connection with the Settlement Agreement, when aggregated with all
other shares of Common Stock then beneficially owned by IBC and
its affiliates result in the beneficial ownership by IBC and its
affiliates at any time of more than 9.99 percent of the Common
Stock.

Furthermore, the Settlement Agreement provides that, for so long
as IBC or any of its affiliates hold any shares of Common Stock,
the Company and its affiliates are prohibited from, among other
things, voting any securities of the Company in favor of: (1) an
extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its
subsidiaries, (2) a sale or transfer of a material amount of the
Company's assets or its subsidiaries' assets, (3) any material
change in the Company's present capitalization or dividend policy,
(4) any other material change in the Company's business or
corporate structure, (5) a change in the Company's charter,
bylaws, or instruments corresponding thereto (6) causing a class
of the Company's securities to be delisted from a national
securities exchange or to cease to be authorized to be quoted in
an inter-dealer quotation system of a registered national
securities association, (7) causing a class of the Company's
equity securities to become eligible for termination of
registration pursuant to Section 12(g)(4) of the Exchange Act, (8)
terminating the Company's transfer agent, (9) taking any action
which would impede the purposes and objects of the Settlement
Agreement or (10) taking any action, intention, plan or
arrangement similar to any of those enumerated above. These
prohibitions may not be modified or waived without further order
of the Court.

                       About Speedemissions

Tyrone, Georgia-based Speedemissions, Inc., is a test-only
emissions testing and safety inspection company.

The Company reported a net loss of $281,723 for the nine months
ended Sept. 30, 2012.  The Company reported a net loss of
$1.6 million in 2011, compared with a net loss of $2.2 million in
2010.

After auditing the 2011 results, Habif, Arogeti & Wynne, LLP, in
Atlanta, Georgia, expressed substantial doubt about
Speedemissions' ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses from operations and has a capital deficiency.

The Company's balance sheet at Sept. 30, 2013, showed $2.44
million in total assets, $2.07 million in total liabilities, $4.57
million in series A convertible redeemable preferred stock, and a
$4.20 million total shareholders' deficit.


ST FRANCIS' HOSPITAL: Court OKs CBIZ as Committee Fin'l Advisor
---------------------------------------------------------------
The United States Bankruptcy for the Southern District of New York
authorized the Official Committee of Unsecured Creditors appointed
in the Chapter 11 case of St. Francis' Hospital to retain CBIZ
Accounting, Tax & Advisory of New York, LLC as the panel's
financial advisor.

As reported in the Troubled Company Reporter on Feb. 12, 2014,
CBIZ will, among other things, provide these services:

(a) assist the Committee in its evaluation of the Debtors' post-
    petition cash flow and/or other projections and budgets
    prepared by the Debtors or their financial advisor;

(b) monitor the Debtors' activities regarding cash expenditures
    and general business operations subsequent to the filing of
    the petitions under Chapter 11; and

(c) assist the Committee in its review of monthly operating
    reports submitted by the Debtors or their financial advisor.

The firm's rates are:

  Professional                             Rates
  ------------                             ------
Directors and Managing Directors    $400 to $695 per hour
Managers and Senior Managers        $300 to $425 per hour
Senior Associates and Staff         $130 to $310 per hour

The panel attested that the firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.

                 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.  Alston & Bird LLP represents
the Committee as its counsel.


ST FRANCIS' HOSPITAL: March 26 Hearing on Teitelbaum Employment
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing on March 26, 2014, at 11:00 a.m., to
consider St. Francis' Hospital, Poughkeepsie, New York, et al.'s
motion to employ Teitelbaum & Baskin, LLP as co-counsel to Nixon
Peabody, the proposed counsel.  Objections, if any, are due
March 19.

Jay Teitelbaum, member of T&B, told the Court that the hourly
rates of T&B personnel are:

         Mr. Teitelbaum, partner                 $350
         Ron Baskin, partner                     $350
         Dana Montone, associate                 $285
         David Brooks, associate                 $275
         Daniel Sorrentino                       $135

         Partners                                $350
         Associates                           $210 - $285
         Legal Assistants                     $115 - $135

Mr. Teitelbaum assured the Court that T&B is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Mr. Teitelbaum also related that the Executive Office of the U.S.
Trustee adopted a new guideline for reviewing application for
compensation and reimbursement of expenses filed under Section 330
of the Bankruptcy Code by attorneys in larger Chapter 11 cases.
The firm provided the following response to the request for
additional information set forth in D.1 of the Appendix B
Guidelines.

Question: Did you agree to any variation from, or alternatives to,
your standard or customary billing arrangements for this
engagement?

Response: No

Question: Do any of the professionals included in the engagement
vary their rate based on the geographic location of the Bankruptcy
case?

Response: No

Question: If you represented the client in the 12 month
prepetition, disclosed your billing rates and material financial
terms for the prepetition engagement, including any adjustments
during the 12 month prepetition.  If your billing rates and
material financial terms have changed postpetition, explain the
difference and the reason for the difference.

Response: T&B did not represent the Debtors in the 12 month
prepetition.

Question: Has your client approved your prospective budget and
staffing plan and if so, for what budget period?

Response: No, as none has been requested and the scope of the work
has not been precisely determined.

                   About St. Francis' Hospital

St. Francis' Hospital, Poughkeepsie, New York, and four affiliates
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
S.D.N.Y. Lead Case No. 13-37725) on Dec. 17, 2013.  The case is
assigned to Judge Cecelia G. Morris.

The Debtors are represented by Christopher M. Desiderio, Esq.,
Daniel W. Sklar, Esq., and Lee Harrington, Esq., at Nixon Peabody
LLP, in New York.  Their financial adviser is CohnReznick Advisory
Group; and the investment banker is Deloitte Corporate Finance
LLC.  BMC Group is the claims and notice agent.

The U.S. Trustee has appointed a five-member official committee of
unsecured creditors.  The Creditors' Committee tapped Alston &
Bird LLP as counsel, and CBIZ Accounting, Tax & Advisory of New
York, LLC, as financial advisor.

On Jan. 30, 2014, Barry Bliss of Gibbons, P.C., was named as
patient care ombudsman in the Debtors' cases.

St. Francis filed for bankruptcy to sell its 333-bed acute-care
facility, which was founded in 1914, for $24.2 million to Health
Quest Systems Inc., absent higher and better offers.  An auction
was slated for Feb. 13, 2014, if a rival offer is submitted.

St. Francis, however, canceled the auction and decided to accept a
higher and better bid from Westchester County Health Care
Corporation.  Under the deal with Westchester, the buyer will
assume certain liabilities, plus pay $3,500,000 in cash at closing
to cover the break-up fee of $1,000,000 and administrative costs
of $2,500,000.  The Westchester deal provides for the exchange of
bonds in the amount of $27,352,000 at 5.00%.  Westchester also
will loan or arrange for the loan of funds to retire the Debtors'
DIP facility up to a limit of $17,600,000, secured by the Accounts
Receivable.  Any DIP obligation in excess of $17,600,000 will be
paid by the estate.  Westchester also will provide a loan in the
amount of $250,000 as a "Final Payment" on Bonds to be used to
initially capitalize the liquidating trust of the Estate.


ST FRANCIS' HOSPITAL: PCO Wants to Hire Gibbons P.C. as Counsel
---------------------------------------------------------------
Barry Liss, the patient care ombudsman appointed in the bankruptcy
cases of St. Francis' Hospital, Poughkeepsie, New York and its
affiliated debtors, asks the Bankruptcy Court for permission to
employ his firm, Gibbons P.C., as counsel.

Gibbons will, among other things:

   a) represent the ombudsman in any proceeding or hearing in the
      Bankruptcy Court, and in any action in other courts where
      the rights of the patients may be litigated or affected as a
      result of the bankruptcy case;

   b) advise the ombudsman concerning the requirements of the
      Bankruptcy Code and Bankruptcy Rules and the requirements of
      the Office of the U.S. Trustee relating to the discharge of
      his duties under Section 333 of the Bankruptcy Code; and

   c) advise and represent the ombudsman concerning any potential
      reorganization or sale of the Debtors' assets

Gibbons has advised the ombudsman that the current hourly rates
applicable to the principal attorneys and paralegals proposed to
represent the ombudsman are:

         Professional                         Rate
         ------------                         ----
         David N. Crapo, Esq., counsel        $495
         Brett S. Theisen, Esq.               $345
         Ellen Rosen, senior paralegal        $245
         Diane M. Dorgan, paralegal           $170

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

                   About St. Francis' Hospital

St. Francis' Hospital, Poughkeepsie, New York, and four affiliates
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
S.D.N.Y. Lead Case No. 13-37725) on Dec. 17, 2013.  The case is
assigned to Judge Cecelia G. Morris.

The Debtors are represented by Christopher M. Desiderio, Esq.,
Daniel W. Sklar, Esq., and Lee Harrington, Esq., at Nixon Peabody
LLP, in New York.  Their financial adviser is CohnReznick Advisory
Group; and the investment banker is Deloitte Corporate Finance
LLC.  BMC Group is the claims and notice agent.

The U.S. Trustee has appointed a five-member official committee of
unsecured creditors.  The Creditors' Committee tapped Alston &
Bird LLP as counsel, and CBIZ Accounting, Tax & Advisory of New
York, LLC, as financial advisor.

On Jan. 30, 2014, Barry Bliss of Gibbons, P.C., was named as
patient care ombudsman in the Debtors' cases.

St. Francis filed for bankruptcy to sell its 333-bed acute-care
facility, which was founded in 1914, for $24.2 million to Health
Quest Systems Inc., absent higher and better offers.  An auction
was slated for Feb. 13, 2014, if a rival offer is submitted.

St. Francis, however, canceled the auction and decided to accept a
higher and better bid from Westchester County Health Care
Corporation.  Under the deal with Westchester, the buyer will
assume certain liabilities, plus pay $3,500,000 in cash at closing
to cover the break-up fee of $1,000,000 and administrative costs
of $2,500,000.  The Westchester deal provides for the exchange of
bonds in the amount of $27,352,000 at 5.00%.  Westchester also
will loan or arrange for the loan of funds to retire the Debtors'
DIP facility up to a limit of $17,600,000, secured by the Accounts
Receivable.  Any DIP obligation in excess of $17,600,000 will be
paid by the estate.  Westchester also will provide a loan in the
amount of $250,000 as a "Final Payment" on Bonds to be used to
initially capitalize the liquidating trust of the Estate.


SUN PRODUCTS: Moody's Affirms B2 CFR & Changes Outlook to Neg.
--------------------------------------------------------------
Moody's Investors Service changed Sun Products Corporations'
rating outlook to negative from stable and affirmed the company's
existing ratings including its B2 Corporate Family Rating (CFR).
The change to a negative rating outlook reflect Moody's view that
heightened competitive and promotional activity in the laundry
category will pressure Sun Products' revenue and EBITDA and
challenge the company's ability to meaningfully reduce its very
high leverage. Moody's also updated the loss given default
assessments to reflect the current debt mix.

Moody's affirmed Sun Products' ratings because its sizable revenue
base, good market position within laundry, positive free cash
flow, and good liquidity position provide some capacity to reduce
leverage. Sun Products' revenue has declined since 2010 and the
company faces another challenging year in 2014 due to ongoing
promotions to attract and maintain cost-conscious consumers, and
significant new product launches by competitors Tide and Arm &
Hammer. Sun Products is responding through its own product
launches including 'all-branded fabric softener and single dose
'all mighty pacs, and Snuggle single dose laundry Scent Boosters.
The company also continues to implement meaningful cost reductions
including the recently announced closure of its Baltimore laundry
detergent plant, outsourcing of its warehouse facilities to Exel,
product reformulations, and supply chain initiatives. Sun Products
will likely need to reinvest a sizable amount of the cost savings
into product development and marketing to support the ongoing
product launches and protect its market share. Moody's believes
that EBITDA will decline modestly in 2014 and projects that Sun
Products will be challenged to reduce its debt-to-EBITDA leverage
(approximately 7.3x LTM 9/30/13 incorporating Moody's standard
adjustments) below 6.5x this year. The level of new product
introductions in the category will likely moderate in 2015, which
could provide some upside as promotional activity moderates.

Moody's took the following specific actions on Sun Products
Corporation:

Ratings Affirmed:

Corporate Family Rating, at B2

Probability of Default Rating, at B2-PD

Senior Secured Bank Credit Facility, at B1, LGD3-32%
(changed from LGD3 - 33%)

Senior Unsecured Regular Bond/Debenture, at Caa1, LGD5-85%

Outlook, Changed To Negative From Stable

Ratings Rationale

Sun Products' B2 CFR reflects the company's high leverage and
business concentration in a domestic laundry industry that is led
by larger, more diversified and better capitalized competitors.
The company's ability to capitalize on the increased scale created
by the 2008 combination of its strong position in store brands
with Unilever's branded products is more than offset by heightened
promotions and increased consumer cost consciousness. Sun
Products' significant retailer concentration for its private label
and branded laundry care products, and limited geographic
diversity outside the U.S. creates higher exposure relative to
most competitors to the difficult domestic laundry industry
conditions. Moreover, the company's branded strategy remains
challenged by the significant additional investments required to
compete effectively given category declines and intense price
competition. Moody's nevertheless believes that the company's good
scale and market position in laundry and dish care products, in
conjunction with ongoing cost initiatives will sustain positive
free cash flow. Sun Products' good liquidity position provides
flexibility to execute its strategic initiatives.

Debt-to-EBITDA leverage remains very high and the company is
exposed to event risks related to control by private equity
sponsor Vestar, and Vestar's desire to retire the remaining
preferred stock issued to Unilever in the 2008 acquisition.
Vestar's equity position in Sun Products is junior to the Unilever
preferred stock. The company's credit agreement restricts its
ability to distribute cash to its parent to fund future dividends
on and redemptions of the preferred stock.

Sun Products has a good liquidity position with cash and
approximately $25 million of projected free cash flow provides
good coverage of the $10.5 million of required annual term loan
amortization. The company's undrawn $100 million revolver expiring
in March 2018 provides additional liquidity support. Moody's does
not expect the company will exceed the 20% revolver draw that
would be necessary to trigger a requirement to meet the maximum
first lien leverage covenant. The term loan does not contain a
financial maintenance covenant.

The negative rating outlook reflects Moody's concern that
competitive pressure will make it challenging for Sun Products to
reduce its high leverage.

Sun Products' ratings could be downgraded if the laundry category
continues to decline, Sun Products' market share weakens, or the
company is unable to restore earnings growth and reduce leverage.
Specifically, debt-to-EBITDA above 6.5x or low or negative free
cash flow could result in a downgrade. Acquisitions, shareholder
distributions or liquidity deterioration could also lead to a
downgrade.

An upgrade is unlikely given the high leverage and challenging
industry conditions. However, Moody's could change Sun Products'
rating outlook to stable if the company stabilizes revenue and
earnings, demonstrates progress reducing debt-to-EBITDA leverage,
sustains comfortably positive free cash flow, and maintains a good
liquidity position. To be upgraded, Sun Products would need to
generate consistent revenue and earnings growth such that debt-to-
EBITDA is sustained below 5.0x and free cash flow-to-debt is
sustained above 5%. Sun Products would also need to maintain a
good liquidity position to be upgraded.

The principal methodology used in this rating/analysis was the
Global Packaged Goods published in June 2013. Other methodologies
used include Loss Given Default for Speculative-Grade Non-
Financial Companies in the U.S., Canada and EMEA published in June
2009.

Sun Products, based in Wilton, Connecticut, is a provider of
moderately priced and store-brand laundry detergents, fabric
softeners and related household care products in the North America
market. Significant brands include 'all, Snuggle, Sun Wisk,
Sunlight (Canada), and Surf. The company is also the largest
private label manufacturer of laundry care products in North
America. Sun Products' parent company, Spotless Group Holding, LLC
is controlled by affiliates of Vestar Capital Partners. Sun
Products' sales for the 12 months ended September 2013 were
approximately $1.7 billion.


SURTRONICS INC: Landlord Wants Production of Insurance Policy
-------------------------------------------------------------
Smith & Wade filed papers with the U.S. Bankruptcy Court for the
Eastern District of North Carolina seeking to compel Surtronics,
Inc., to produce insurance policy and all documentation evidencing
proof of loss and demands made by the Debtor for insurance
proceeds associated with the damage to Smith & Wade's building
from the June 13 fire.

Smith & Wade and the Debtor entered into a lease agreement on
Oct. 1, 2003, pursuant to which, Smith & Wade, as landlord, leased
the property (real property known as 4001 Beryl Drive, 4025 Beryl
Drive and 508 Method Road, Raleigh, Wake County, North Carolina)
to the Debtor as tenant.

The lease agreement required the Debtor to maintain fire insurance
for the property at its sole expense but for mutual benefit of the
parties.

Smith & Wade said in court papers filed last month that the Debtor
has not produced the documents that it represented to the Court it
would provide Smith & Wade.

As reported by the Troubled Company Reporter, Smith & Wade has
opposed the approval of the Disclosure Statement and the Clarified
and Corrected Chapter 11 Plan dated Jan. 15, 2014, proposed by
Surtronics.  Smith & Wade filed two claims against the Debtor on
Jan. 17, 2014.  The first claim, Claim No. 21, was filed for
$2,186,456 for insurance proceeds associated with the damage
caused to property owned by Smith & Wade from a June 2013 fire.
The second claim, Claim No. 22, was filed to preserve its right to
seek damages against the Debtor for environmental cleanup costs
that the Debtor alleges has been incurred from alleged
environmental damage to the Property.

On Jan. 20, 2014, Smith & Wade sent rejecting ballots to the
Debtor on behalf of its claims.

Smith & Wade objects to the Debtor's Amended Plan for these
reasons:

  (1) The Debtor does not provide sufficient information in the
      Disclosure Statement to enable Smith & Wade, or any other
      creditor of the Debtor, to make an informed judgment of the
      Plan;

  (2) The Amended Plan attempts to assume the contract between
      Smith & Wade and the Debtor without satisfying the
      requirements of 11 U.S.C. Sec. 365(b);

  (3) The Amended Plan fails to classify or provide for Smith &
      Wade's claims based on insurance proceeds for damage to the
      Property caused by the June 2013 fire as well as its
      potential claim against the Debtor for environmental cleanup
      costs;

  (4) The Amended Plan incorrectly states that Smith & Wade's
      claim is unimpaired;

  (5) The Amended Plan does not satisfy Sec. 1129(1)(10);

  (6) Class 7's treatment is not authorized by the Bankruptcy
      Code;

  (7) The Amended Plan cannot proceed to the cram-down provisions
      of Sec. 1129(b), but even if it could, it would violate the
      absolute priority rule and is not "fair and equitable" to
      Smith & Wade.

Smith & Wade is represented by Gregory B. Cramption, Esq. --
gcrampton@nichollsscrampton.com -- of Nicholls & Cramption, P.A.,
in Raleigh, North Carolina.

                      About Surtronics, Inc.

Raleigh, North Carolina-based Surtronics, Inc., filed a Chapter 11
bankruptcy petition in Wilson, North Carolina (Bankr. E.D.N.C.
Case No. 13-05672) on Sept. 9, 2013.  Founded in 1965, Surtronics
is in the business of providing electroplating and anodizing
services to base-metal alloys for use across various industries,
including but not limited to aerospace, defense, medical,
telecommunications, and automotive.  Surtronics' primary
production facility and corporate office are located in a series
of buildings at 4001 and 4025 Beryl Drive, and 508 Method Road,
Raleigh, North Carolina.

The Debtor is represented by David A. Matthews, Esq., at Shumaker,
Loop & Kendrick, LLP, in Charlotte, North Carolina.  Carr
Riggs & Ingram PLLC, serves as its accountants.

In its schedules, the Debtor disclosed $16,300,878 in total assets
and $3,507,088 in total liabilities.

The Bankruptcy Administrator has been unable to organize and
recommend to the Bankruptcy Court the appointment of a committee
of creditors holding unsecured claims against Surtronics Inc.


TLC HEALTH: Gleichenhaus Okayed as Patient Care Ombudsman Counsel
-----------------------------------------------------------------
The Hon. Carl L. Bucki of the U.S. Bankruptcy Court for the
Western District of New York authorized Linda Scharf, the Patient
Care Ombudsman of TLC Health Network, to employ Gleichenhaus,
Marchese & Weishaar, PC as general counsel for the Ombudsman,
effective Jan. 15, 2014.

As reported in the Troubled Company Reporter on Feb. 7, 2014,
Gleichenhaus Marchese will provide legal services as needed
throughout the tenure of Ms. Scharf's Ombudsman appointment, and
represent and assist the PCO in carrying out her duty.

Gleichenhaus Marchese will be paid at these hourly rates:

       Robert B. Gleichenhaus                 $200
       Michael A. Weishaar                    $200
       Paralegals and legal secretaries       $80

Gleichenhaus Marchese will also be reimbursed for reasonable out-
of-pocket expenses incurred.

Michael A. Weishaar, partner of Gleichenhaus Marchese, 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.

Gleichenhaus Marchese can be reached at:

       Michael A. Weishaar, Esq.
       GLEICHENHAUS, MARCHESE & WEISHAAR, PC
       930 Convention Tower, 43 Court Street
       Buffalo, NY 14202
       Tel: (716) 845-6446
       Fax: (716) 845-6475
       E-mail: weishaaresq@gmail.com

TLC Health Network filed a Chapter 11 petition (Bankr. W.D.N.Y.
Case No. 13-13294) on Dec. 16, 2013.  The petition was signed by
Timothy Cooper as Chairman of the Board.  The Debtor estimated
assets of at least $10 million and debts of at least $1 million.
Jeffrey A. Dove, Esq., at Menter, Rudin & Trivelpiece, P.C.,
serves as the Debtor's counsel.  The case is assigned to the Hon.
Carl L. Bucki.

A three-member panel composed of Cannon Design, Chautauqua
Opportunities, Inc., and Jamestown Rehab Services has been
appointed as the official unsecured creditors committee.


TLC HEALTH: Taps Hodgson Russ as Special Counsel
------------------------------------------------
TLC Health Network asks the Hon. Carl L. Bucki of the U.S.
Bankruptcy Court for the Western District of New York for
permission to employ Hodgson Russ LLP as its special counsel for
certain labor and health law matters.

The Debtor says the firm will be required to render legal services
relating to the administration and prosecution of certain labor
and health care law issues that impact the Debtor during this
Chapter 11 case.

The firm's attorney charges between $140 and $625 per hour while
paralegals and law clerks bill from $80 to $215 per hour.

Garry M. Graber, Esq., attorney at the firm, assures the Court
that the firm is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code.

                          About TLC Health

TLC Health Network filed a Chapter 11 petition (Bankr. W.D.N.Y.
Case No. 13-13294) on Dec. 16, 2013.  The petition was signed by
Timothy Cooper as Chairman of the Board.  The Debtor estimated
assets of at least $10 million and debts of at least $1 million.
Jeffrey A. Dove, Esq., at Menter, Rudin & Trivelpiece, P.C.,
serves as the Debtor's counsel.  The case is assigned to the Hon.
Carl L. Bucki.

A three-member panel composed of Cannon Design, Chautauqua
Opportunities, Inc., and Jamestown Rehab Services has been
appointed as the official unsecured creditors committee.


TLO LLC: Liquidating Plan Outline Approved
------------------------------------------
Judge Paul G. Hyman of the U.S. Bankruptcy Court for the Southern
District of Florida, West Palm Beach Division, has approved the
disclosure statement explaining TLO, LLC's Amended Plan of
Liquidation.

The Plan, filed March 7, projects that $18 million will be
available for equity interest holders, assuming that the secured
claim of Hank Asher, the Debtor's deceased founder, will be
allowed in full.  If the secured claim of TI is not
recharacterized, then TI will be entitled to its $89 million
claim, including default interest, attorneys' fees and costs --
the current amount of which is in excess of $91 million and began
accruing interest at the default rate of 6.25% on January 24,
2014.  The Plan proposes that $16.5 million is used for full
payment of unsecured creditors.

Bill Rochelle, the bankruptcy columnist for Bloomberg News, noted
that the validity of the $91 million secured loan made by TLO's
deceased founder is up in the air as two shareholders, Jules Kroll
and Thomas H. Glover, initiated a lawsuit in bankruptcy court
contending that Asher's claim should be treated as equity.
Together, Kroll and Glover own 11.3 percent of the equity. Kroll
is the founder of Kroll Inc., the investigations firm.

A full-text copy of the March 7 version of the Disclosure
Statement is available for free at:

           http://bankrupt.com/misc/TLOLLCds0307.pdf

                           About TLO LLC

TLO LLC, a provider of risk-mitigation services, filed a petition
for Chapter 11 reorganization (Bankr. S.D. Fla. Case No.
13-bk20853) on May 9, 2013, in West Palm Beach, Florida, near the
company's headquarters in Boca Raton.  The petition was signed by
E. Desiree Asher as CEO.

Judge Paul G. Hyman, Jr., presides over the case.  Robert C. Furr,
Esq., and Alvin S. Goldstein, Esq., at Furr & Cohen, serve as the
Debtor's counsel.  Bayshore Partners, LLC is the Debtor's
investment banker.  Thomas Santoro and GlassRatner Advisory &
Capital Group, LLC are the Debtor's financial advisors.

Paul J. Battista, Esq., and Mariaelena Gayo-Guitian, Esq., at
Genovese, Joblove & Battista, P.A., represent the Official
Committee of Unsecured Creditors as counsel.

The Debtor disclosed assets of $46.6 million and liabilities of
$109.9 million, including $93.4 million in secured claims.  The
principal lender is Technology Investors Inc., owed $89 million.
TII is owned by the estate of Hank Asher, the company's primary
owner who died this year.  There is $4.6 million secured by
computer equipment.


TRANSUNION HOLDING: Moody's Assigns Ba3 Rating on $2.05BB Debt
--------------------------------------------------------------
Moody's Investor Service assigned a Ba3 rating to TransUnion
Holding Company, Inc.'s proposed $2.05 billion of senior secured
credit facilities comprising a $190 million revolving credit
facility, a $1.175 billion term loan B, and a $687 million of
delayed draw term loan B facility. Moody's also affirmed
TransUnion's B2 Corporate Family Rating ("CFR"), B2-PD probability
of default rating, the Caa1 senior unsecured PIK notes rating, and
the SGL-2 Speculative Grade Liquidity rating. The ratings outlook
is stable.

The company plans to refinance existing credit facilities and use
proceeds from the delayed draw term loan to repay 11.375% senior
unsecured notes at TransUnion LLC. Moody's will withdraw the
ratings for existing senior credit facilities and the 11.375%
senior unsecured notes upon full repayment of debt. The ratings
are contingent upon closing of the proposed transaction and
Moody's review of final documentation.

Ratings Rationale

The proposed transactions will extend TransUnion's debt maturities
and reduce interest expense by up to approximately $60 million
annually. The meaningful reduction in interest expense will
mitigate the impact from the company's planned stepped-up levels
of capital expenditures to support its cost saving and growth
initiatives.

TransUnion's CFR is weakly positioned in the B2 rating category
due to the company's elevated leverage resulting from its debt-
financed distributions to shareholders and acquisitions. Total
debt to EBITDA (incorporating Moody's standard analytical
adjustments) is over 7x. Moody's expects the ratio to decline to
about 6.5x by mid 2015, which will still be at the higher end of
the tolerance range for the B2 CFR. The company has weak free cash
flow relative to debt (1% for FY 2013 and about 2% to 3% expected
for 2014) despite significant interest savings.

The Ba3 rating for the proposed senior credit facilities is one
notch below the Ba2 rating for the existing senior credit
facilities. This lowered rating reflects a greater expected loss
for secured debt as the secured credit facilities will replace the
unsecured notes and there will be relatively less senior unsecured
debt to provide loss absorption.

The stable outlook reflects Moody's expectation that TransUnion's
EBITDA should increase from revenue growth and margin expansion
and the company will allocate a portion of its free cash flow to
reduce debt. Moody's expects TransUnion to maintain good
liquidity.

The ratings could be downgraded if TransUnion is unable to expand
margins, if liquidity weakens, or the company loses market share.
Moody's could lower the ratings if it believes that the company is
unlikely to reduce debt and maintain total debt to EBITDA below
6.5 times on a Moody's adjusted basis. TransUnion's ratings could
be raised if Moody's believes that the company could reduce and
maintain leverage below 5x and generate free cash flow to debt of
above 5% on a sustained basis.

Moody's has taken the following ratings action:

Issuer: TransUnion Holding Company, Inc.

Corporate Family Rating -- Affirmed, B2

Probability of Default Rating -- Affirmed, B2-PD

$600 million 9 5/8% senior unsecured PIK toggle notes due 2018
-- Affirmed , Caa1 (to LGD5, 86% from LGD5, 85%)

$400 million 8 1/8% senior unsecured PIK toggle notes due 2018
-- Affirmed , Caa1 (to LGD5, 86% from LGD5, 85%)

Speculative Grade Liquidity Rating -- Affirmed, SGL-2

Issuer: TransUnion LLC

$190 million Revolving Credit Facility due 2019 -- Assigned,
Ba3 (LGD3 31%)

$1,175 million Term Loan B due 2021 -- Assigned, Ba3 (LGD3 31%)

$687 million Delayed Draw Term Loan B due 2021 -- Assigned, Ba3
(LGD3 31%)

The following ratings will be withdrawn upon repayment of debt:

Issuer: TransUnion LLC

$25 million senior secured revolver due 2015 -- Ba2 (LGD2 15%)

$30 million senior secured revolver due 2016 -- Ba2 (LGD2 15%)

$155 million senior secured revolver due 2017 -- Ba2 (LGD2 15%)

$1,123 million (outstanding) senior secured term loan B due 2019
-- Ba2 (LGD2 15%)

TransUnion is a leading provider of information and risk
management solutions to businesses across multiple industries, and
to individual consumers. In FY 2013, TransUnion reported
approximately $1.2 billion in revenues.

The principal methodology used in this rating was Global Business
& Consumer Service Industry Rating Methodology published in
October 2010. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.


TRANSUNION CORP: S&P Affirms 'B+' CCR & Rates $190MM Facility 'B+'
------------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B+'
corporate credit rating on Chicago-based TransUnion Corp.  The
outlook is stable.

At the same time, S&P assigned a 'B+' issue-level rating with a
recovery rating of '3' to TransUnion LLC's proposed $190 million
revolving credit facility, $1,175 million senior secured term loan
B, and $687 million delayed-draw term loan B.  The '3' recovery
rating indicates S&P's expectation for meaningful (50% to 70%)
recovery of principal in the event of a default.  S&P also
affirmed its 'B-' issue-level rating on TransUnion Holding Co.
Inc.'s senior unsecured paid-in-kind (PIK) toggle notes, with a
'6' recovery rating.  The '6' recovery rating indicates S&P's
expectation for negligible (0% to 10%) recovery of principal in
the event of a default.

S&P will withdraw its 'BB-' issue-level rating and '2' recovery
rating on the company's existing secured first-lien debt upon the
close of the proposed transaction.

"Our ratings on TransUnion Corp. reflect its 'highly leveraged'
financial profile and 'satisfactory' business risk profile," said
Standard & Poor's credit analyst Martha Toll-Reed.  "We view the
industry risk as 'intermediate' and the country risk as 'very
low,'" she added.

The stable outlook reflects S&P's view that the company will
maintain moderate organic growth and solid profitability and
continue to generate positive FOCF.

The company's defensible market position and stable operating
performance lessen the potential for credit deterioration.
However, sustained leverage in excess of the mid-7x level due to a
challenging economic environment and potential earnings
deterioration, or incremental debt-financed acquisitions, could
lead to a lower rating.

A highly leveraged financial profile, and S&P's view that the
company's ownership structure is likely to preclude sustained
deleveraging, constrains a possible upgrade.


TUSCANY INTERNATIONAL: Files Chap. 11 Plan of Reorganization
------------------------------------------------------------
Tuscany International Holdings (U.S.A.) Ltd., et al., filed with
the U.S. Bankruptcy Court for the District of Delaware a plan of
reorganization, which proposes that a newly-formed entity
organized by certain prepetition lenders will credit bid a
principal amount of the Prepetition Credit Agreement Claims and/or
DIP Facility Claims to be determined in exchange for all or
substantially all of the assets of the HoldCo.

The Prepetition Credit Agreement Claims is estimated to total
$201,975,433.  As part of the negotiations of a prepetition
restructuring support agreement, which forms the basis of the
Plan, certain Prepetition Lenders agreed to provide DIP financing
in the amount of $35 million, plus a roll-up of an additional $35
million of prepetition debt.

On the effective date of the Plan, Reorganized HoldCo will issue
100% of the Reorganized HoldCo Common Stock to the Plan
Administrator.  The holders of general unsecured claims against
HoldCo and Intercompany Claims will not receive any recovery under
the Plan.  Unsecured creditors of bankrupt affiliate Tuscany
International Drilling Inc. will be paid in full.

A hearing to consider approval of the Disclosure Statement is
scheduled for April 7, 2014, at 10:00 (ET).  To determine if there
is a better offer than the plan involving a debt-for-equity swap
with the lenders, the bankruptcy court will hold a hearing on
March 21 for approval of auction and sale procedures, Bill
Rochelle, the bankruptcy columnist for Bloomberg News, said.  If
the judge agrees, competing bids would be due April 25, followed
by an auction on May 2.

A full-text copy of the Disclosure Statement explaining the Plan
dated March 3, 2014, is available for free at:

          http://bankrupt.com/misc/TUSCANYds0303.pdf

                   About Tuscany International

Tuscany International Holdings (U.S.A.) Ltd. and Tuscany
International Drilling Inc. sought protection from creditors under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case
No. 14-10193) in Delaware on Feb. 2, 2014.

Tuscany USA also intends to commence ancillary proceedings in the
Court of Queen's Bench of Alberta under the Companies' Creditors
Arrangement Act.

Pursuant to a restructuring support agreement with prepetition
lenders holding 95% of the prepetition loans, the Debtors have
agreed to sell substantially all of the assets of TID to lenders
in exchange for a credit bid of certain of their debt, effectuated
through a plan of reorganization.

Headquartered in Calgary, Alberta, Tuscany is engaged in the
business of providing contract drilling and work-over services
along with equipment rentals to the oil and gas industry.  Tuscany
is currently focused on providing services to oil and natural gas
operators in South America.  Tuscany has operating centers in
Colombia, Brazil, and Ecuador.

The Colombian and Brazilian businesses are operated by certain
non-debtor affiliates, while the Ecuador business is operated by
branch office of debtor TID.  As of the Petition Date, Tuscany
entities owned 26 rigs, of which 12 are located in Colombia, nine
in Brazil and five in Ecuador.  Of the 26 rigs, 15 were contracted
and operational as of the Petition Date and five were directly
owned by the Debtors.

Latham & Watkins LLP's Mitchell A. Seider, Esq., Keith A. Simon,
Esq., David A. Hammerman, Esq., and Annemarie V. Reilly, Esq.; and
Young Conaway Stargatt & Taylor, LLP's Michael R. Nestor, Esq.,
and Kara Hammond Coyle, Esq., serve as the Debtors' co-counsel.
FTI Consulting Canada, Inc.'s Deryck Helkaa is the chief
restructuring officer.  Prime Clerk LLC is the claims and notice
agent, and administrative agent.  McCarthy Tetrautt LLP is the
special Canadian counsel.  Deloitte & Touche LLP provides tax
services.


UNITED RENTALS: Moody's Affirms B1 CFR Over National Pump Deal
--------------------------------------------------------------
Moody's Investors Service affirmed United Rentals (North America),
Inc.'s Corporate Family Rating (CFR) of B1 and its Probability of
Default Rating (PDR) of B1-PD following the March 9, 2014
announcement of United Rentals' proposed $780 million acquisition
of four related companies: National Pump & Compressor, Ltd.,
Canadian Pump & Compressor Ltd., GulfCo Industrial Equipment, LP
and LD Services, LLC known collectively as National Pump &
Compressor ("National Pump," unrated) which supplies rental
pumping equipment to the energy industry and other end-markets.
Moody's also affirmed all instrument ratings and the company's
SGL-3 Speculative Grade Liquidity Rating which reflects the
expectation that United Rentals will maintain an adequate
liquidity profile over the next 12 to 18 months. The ratings
outlook remains stable.

Rating Rationale

According to Moody's, "The affirmation of United Rentals' B1 CFR,
reflects our expectation for continued revenue and EBITDA growth
for both United Rentals existing business and from National Pump.
The acquisition is anticipated to add over $200 million in annual
revenues and approximately $100 million in adjusted EBITDA to
United Rentals' $5 billion revenue base and over $2 billion in
adjusted EBITDA. United Rentals' revenue and earnings growth has
been driven by the improved demand environment and the successful
integration of the operations of RSC Holdings Inc. acquired in
April 2012. The B1 CFR also benefits from United Rentals'
significant size relative to its competitors and related economies
of scale, product breadth, diversified customer base, and market
position."

National Pump is the second-largest specialty pump rental company
in North America which is strongly benefiting from the shale boom
in the U.S. United Rentals currently has little presence in the
pump rental market serving the energy sector. About half of
National Pump's revenue comes from upstream oil and gas customers.
The other half comes from various sectors including
petrochemicals, pipelines, and mining. Exposure to these end-
markets should help reduce some of United Rentals' current end-
market exposure to non-residential construction, which was 46% of
United Rentals' 2013 rental revenue.

The proposed acquisition of National Pump will allow United
Rentals, which is the largest construction equipment rental
company in the US, to expand its product and service offerings in
to one of the largest and highest growth specialty rental
equipment markets.

Moody's said, "We view this diversification of United Rentals'
rental equipment and services, which will allow United Rentals to
more fully capitalize on business related to the robust shale
exploration and production market, as credit positive for United
Rentals. Although we anticipate that this acquisition will
increase funded debt by about 10%, the high margin product line is
expected to be accretive to earnings, and we do not anticipate
that it will materially pressure the company's credit metrics.

"National Pump will fall under United Rentals' smaller, growing
specialty rental fleet business, as part of United Rentals'
specialty division. Moody's does not anticipate meaningful
challenges to be faced in the integration of National Pump as it
initially will likely be managed as a standalone rental business.
Over time we anticipate benefits from cross selling opportunities
and equipment purchases. We expect National Pump to be a good
long-term fit for United Rentals given its added product
diversification and exposure to robust energy-related end-markets.
In the near-term, we anticipate that the acquisition will increase
funded debt by about 10%. In the short-term, leverage is likely to
be just short of a trigger for negative rating consideration, but
we do not expect leverage to surpass this level. Additionally,
since we believe the acquisition will be accretive to earnings,
the leverage and other metrics should quickly begin to again
improve as National Pump is integrated. We would anticipate that
the company will limit further sizeable acquisitions during this
period, particularly since United Rentals remains committed to
completing its $500 million share repurchase program (authorized
in October 2013) by April 2015. If the company were to increase
funded debt for shareholder friendly activities or additional
sizeable acquisitions following the anticipated increase in debt
related to this transaction, the ratings could face downward
pressure."

Issuer: United Rentals (North America), Inc.

Probability of Default Rating, Affirmed B1-PD

Speculative Grade Liquidity Rating, Affirmed SGL-3

Corporate Family Rating, Affirmed B1

Senior Subordinated Regular Bond/Debenture, Affirmed B3
(LGD6-93%)

Senior Unsecured Regular Bond/Debentures, Affirmed B2 (LGD4-64%)

Affirmations:

Issuer: RSC Holdings III, LLC

Senior Unsecured Regular Bond/Debenture, Affirmed B2 (LGD4-64%)

Issuer: UR Financing Escrow Corporation

Senior Secured Regular Bond/Debenture, Affirmed Ba2 (LGD2-24%)

Senior Unsecured Regular Bond/Debentures , Affirmed B2
(LGD4-64%)

Outlook Actions:

Issuer: RSC Holdings III, LLC

Outlook, Changed To No Outlook From Rating Withdrawn

Issuer: United Rentals (North America), Inc.

Outlook, Remains Stable

United Rentals' stable ratings outlook reflects the expectation
for modest improvement in its credit metrics balanced against the
cyclical business risks and high leverage.

The ratings could be upgraded or outlook changed if the company
were expected to experience positive free cash flow to debt after
net capital expenditures and other uses so as to allow for
continued deleveraging--specifically, debt to EBITDA trending
towards 3.25 times and EBIT to interest above 1.75 times on a
Moody's adjusted basis, all on a sustained basis. Positive
traction could be limited by future return of cash to shareholders
via stock repurchases depending on leverage. Reductions in
leverage would be considered in light of the company's target
leverage ratio, and its projected overall cash generating ability.
The ratings outlook or rating could be adversely affected if debt
to EBITDA were expected to increase above 4.0 times, EBIT to
interest decreased below 1.25 times, or the company's liquidity
profile weakened. Ratings could also be adversely impacted if
sales and margins contracted thereby resulting in a lower return
on its expanded fleet.

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

United Rentals, headquartered in Stamford, CT, is an equipment
rental company with a fleet of approximately 400,000 units and
over 800 rental locations across the US and Canada. The company
operates in two business segments. Its General Rentals segment
provides construction, industrial and homeowner equipment while
its Trench Safety, Power & HVAC segment provides equipment for
underground construction, temporary power, climate control and
disaster recovery. While the primary source of revenue is from
renting equipment, the company also sells equipment and related
parts and services. LTM revenue for the period ending December 31,
2013 was approximately $5 billion.


UNIVERSAL HEALTH: Genovese to Review Claims v. E&Y, Milliman
------------------------------------------------------------
Soneet R. Kapila, as the duly appointed Chapter 11 Trustee for the
estate of Universal Health Care Group, Inc., et al., asks the
Bankruptcy Court to expand and approve the retention of the law
firm of Genovese Joblove & Battista, P.A., the trustee's present
special counsel, to investigate and, if appropriate, pursue
certain litigation claims on a contingency fee basis.

On June 27, 2013, the Court entered an order approving Chapter 11
trustee's employment of Theresa Van Vliet, Esq. and Genovese as
special counsel.

Since his appointment, the trustee, among other things, has been
conducting his investigation into the affairs of the Debtors.  In
connection therewith, the trustee has concluded that it is
appropriate to investigate and, if applicable, prosecute any and
all potential claims and causes of action that may exist against
either Ernst & Young, as the Debtors' prepetition auditors, and
Milliman, Inc., who provided certain prepetition consulting
services to the Debtors.  In order to properly investigate and
pursue any of the litigation claims, the trustee seeks to engage
the services of special counsel with expertise and experience in
these areas in order to enable the trustee to discharge his
statutory duties.

The trustee proposes to engage Genovese on a 35% contingency fee
basis with the Debtors' estates being responsible for the payment
of any out-of-pocket costs and expenses, including expert fees,
incurred in connection with such representation.

                  About Universal Health Care

Universal Health Care Group, Inc., owns an insurance company and
three health-maintenance organizations that provide managed care
services for government sponsored health care programs, focusing
on Medicare and Medicaid.

Universal Health was founded in 2002 by Dr. A.K. Desai and grew
its operations of offering Medicare plans to more than 37,000
members to over 20 states.

Universal Health filed a Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 13-01520) on Feb. 6, 2013, after Florida
regulators moved to put two of the company's subsidiaries in
receivership.  Universal Health Care estimated assets of up to
$100 million and debt of less than $50 million in court filings in
Tampa, Florida.

Harley E. Riedel, Esq., at Stichter Riedel Blain & Prosser, in
Tampa, serves as counsel to the Debtor.

Soneet R. Kapila has been appointed the Chapter 11 Trustee in the
Debtor's case.  He is represented by Roberta A. Colton, Esq., at
Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis, PA.

Dennis S. Jennis, Esq., and Jennis & Bowen, P.L., serve as special
conflicts counsel and E-Hounds, Inc. serves as a forensic imaging
consultant to the Chapter 11 trustee.


UPPER VALLEY COMMERCIAL: Withdraws Request to Use Cash Collateral
-----------------------------------------------------------------
Upper Valley Commercial Corp. on Feb. 25 withdrew its motion for
continued use of cash collateral.

The company filed the motion on Jan. 28 to seek interim approval
from U.S. Bankruptcy Judge J. Michael Deasy to use the cash
collateral until April 4 to pay its costs and expenses.

Woodsville Guaranty Savings Bank, which is owed $1.15 million,
asserts an interest in the collateral.

             About Upper Valley Commercial Corporation

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.

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.

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: Gets Court Approval for Woodsville Deal
----------------------------------------------------------------
Upper Valley Commercial Corp. received court approval for a deal
that would terminate its need to use cash collateral.

Judge J. Michael Deasy of U.S. Bankruptcy Court for the District
of New Hampshire approved the company's agreement with Woodsville
Guaranty Savings Bank and Patten's Gas.

Under the settlement, Patten's Gas, a New Hampshire-based gas
supplier, will assume Upper Valley's secured debt and make payment
to the company.

Upper Valley owes $1.147 million to Woodsville, which is backed by
cash collateral and other assets of the company.  Approval of the
settlement terminates Upper Valley's need to use the cash
collateral since it will no longer have any secured debt.

The deal also requires Woodsville to modify the debt assumed by
Patten's Gas to provide additional credit of up to $3 million.

The new credit will be used to pay off the current bridge loan
between Patten's Gas and Woodsville, and to provide the gas
supplier with $729,000 in revolving credit.  It will also be used
to make the payment to Upper Valley.

Under the settlement, Upper Valley will provide general releases
to both Woodsville and Patten's Gas of any and all liability.
A full-text copy of the agreement is available without charge at
http://is.gd/6zwGji

The U.S. trustee, a Justice Department agency that oversees
bankruptcy cases, had previously opposed the settlement.  The
agency questioned in particular the granting of general releases
this early in Upper Valley's bankruptcy case.

             About Upper Valley Commercial Corporation

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.

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.

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: Withdraws Request to Obtain $300K Loan
---------------------------------------------------------------
Upper Valley Commercial Corp. has withdrawn its motion to obtain
$300,000 in financing.

The company on Dec. 31 had asked U.S. Bankruptcy Judge J. Michael
Deasy to obtain postpetition financing, saying it intended to
continue to lend operating funds to Patten's Gas.

Patten's Gas is a New Hampshire-based gas supplier owned by two of
Upper Valley's officers.  The financing by the company helps
Patten's Gas manage its liquidity.  The funds are typically used
to purchase propane, which is in turn sold to its customers.

The State of New Hampshire previously objected to Upper Valley's
request to obtain postpetition financing, saying that it may
continue to regulate the gas supplier's business through its
agencies and under its police and regulatory powers.

The State of New Hampshire complained that the motion does not
make clear that by April 2014, Upper Valley should have negotiated
and proposed a confirmable plan of liquidation, with an approved
disclosure statement.  This, the State asserts, should be a
condition of any order granting the motion.

             About Upper Valley Commercial Corporation

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.

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.

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: Committee Can Hire Bernstein Shur as Counsel
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Hampshire
authorized the Official Committee of Unsecured Creditors for the
Chapter 11 cases of Upper Valley Commercial Corporation to retain
Bernstein, Shur, Sawyer & Nelson, P.A., as its counsel.

Among other things, the firm will:

   a) advise the Committee with respect to its powers and duties
      as an official committee pursuant to 11 U.S.C. Section 1102.

   b) attend meetings and negotiating with representatives of the
      Debtor, Woodsville Bank, and other parties in interest,
      responding to creditor inquiries, and advising and
      consulting on the conduct of the case, including all of the
      legal and administrative requirements of operating in
      Chapter 11;

   c) review and advise the Committee on the plan or plans of
      reorganization to be filed by the Debtor;

   d) represent the Committee in connection with any adversary
      proceedings that may be commenced in the proceedings and any
      other action necessary to protect and preserve the interests
      of unsecured creditors, including the investigation of
      possible claims; and

   e) advise the Committee in connection with any sale of assets.

Jennifer Rood, Esq., shareholder at the firm, will bill $335 per
hour.  The firm' associates will charge $200 while the senior-most
shareholder bills $475 per hour.

The Committee noted that the firm has requested from the Debtor's
estate a retainer of $10,000, to be held pending Court approval of
fee applications.

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

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.

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.

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.


USEC INC: Moody's Withdraws Ca CFR Due to Bankruptcy Filing
-----------------------------------------------------------
Moody's Investors Service has withdrawn the Ca Corporate Family
Rating (CFR), the C-PD Probability of Default Rating (PDR), and
the Ca rating on senior unsecured notes for USEC Inc.

Ratings Rationale

The ratings were withdrawn because USEC today filed a voluntary
petition and a plan of reorganization under Chapter 11 of the
bankruptcy code in the U.S. Bankruptcy Court for the District of
Delaware.

Moody's had last downgraded USEC's ratings on December 16, 2013
following the company's announcement that it has initiated a debt
restructuring plan and expects to file for relief under Chapter 11
of the United States Bankruptcy Code in the first quarter of 2014.


USEC INC: Section 341(a) Meeting Scheduled for April 8
------------------------------------------------------
A meeting of creditors in the bankruptcy case of USEC Inc. will be
held on April 8, 2014, at 1:00 p.m.

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.

USEC Inc. filed a Chapter 11 bankruptcy petition (Bank. D. Del.
Case No. 14-10475) on March 5, 2014.  John R. Castellano signed
the petition as chief restructuring officer.  The Debtor disclosed
total assets of $70 million and total liabilities of $1.07
billion.  The Hon. Christopher S. Sontchi presides over the case.

Latham & Watkins LLP acts as the Debtor's general counsel.
Richards, Layton and Finger, P.A., serves as the Debtor's Delaware
counsel.  Vinson & Elkins is the Debtor's special counsel.
Lazard Freres & Co. LLC acts as the Debtor's investment banker.
AP Services, LLC, provides management services to the Debtor.
Logan & Company Inc. serves as the Debtor's claims and noticing
agent.  Deloitte Tax LLP are the Debtor's tax professionals.  The
Debtor's independent auditor is PricewaterhouseCoopers LLP.
KPMG LLP provides fresh start accounting services to the Debtor.


VAIL LAKE: Sheppard Mullin May Represent CRO Hebrank, E3 Realty
---------------------------------------------------------------
Vail Lake Rancho California, LLC et al. sought and obtained
permission from the U.S. Bankruptcy Court to expand the scope of
employment of Sheppard, Mullin, Richter, & Hampton LLP, the
Debtors' counsel, to include the representation of Thomas C.
Hebrank, individually, and E3 Realty Advisors, Inc. -- the
Additional Parties -- in connection with various employment
matters, including certain complaints filed with the California
Department of Fair Employment and Housing, one of which names the
Additional Parties as respondents or co-respondents due to the
Additional Parties' affiliation with, and work on behalf of, the
Debtors.

Mr. Hebrank is the Debtors' CRO.

Sheppard Mullin is directed to separately notate its time entries
so work on behalf of the Additional Parties will not be grouped
with work performed on behalf of the Debtors; however, Sheppard
Mullin shall be permitted to submit single interim and final fee
applications that include work performed on behalf of both the
Debtors and the Additional Parties.

In the event Sheppard Mullin learns that an actual conflict of
interest has developed in connection with its dual representation
of the Debtors and the Additional Parties in the Employment
Actions, Sheppard Mullin will follow the procedure approved in the
"Order On Debtors' Application To Employ Sheppard, Mullin, Richter
& Hampton LLP As General Bankruptcy Counsel For The Debtors" to
address actual conflicts that may develop and involve the firm.

                           About Vail Lake

Vail Lake Rancho California, LLC, and its affiliates own the
California campground Vail Lake Resort. Vail Lake is a large
reservoir in western Riverside County, California, located on
Temecula Creek in the Santa Margarita River watershed,
approximately 15 miles east of Temecula, California.  Properties
cover approximately 9,000 acres and have an estimated water
storage capacity of approximately 51,000 acre-feet.

On Dec. 26, 2012, creditors of Vail Lake filed an involuntary
Chapter 11 petition (Bankr. S.D. Cal. Case No. 12-16684) for Vail
Lake.  In a filing on June 6, 2013, the Debtor said it consents to
the entry of an order for relief and does not contest the
involuntary Chapter 11 petition.

On June 5, 2013, the company sent 5 related entities -- Vail Lake
USA, LLC ("VLU"), Vail Lake Village & Resort, LLC ("VLRC"), Vail
Lake Groves, LLC, Agua Tibia Ranch, LLC, and Outdoor Recreational
Management, LLC -- to Chapter 11 bankruptcy.

The new debtors have sought and obtained an order for joint
administration of their Chapter 11 cases with Vail Lake Rancho
(Case No. 12-16684).

The Debtors are represented by attorneys at Cooley LLP and
Phillips, Haskett & Ingwalson, A.P.C.  The Debtor also employed
Thomas C. Hebrank and E3 Realty Advisors, Inc., with Mr. Hebrank
serving as the Debtors' chief restructuring officer.

The Debtors' consolidated assets, as of May 31, 2013, total
$291,016,000 and liabilities total $52,796,846.


VAIL LAKE: Can Employ Lee & Associates as Real Estate Broker
------------------------------------------------------------
Vail Lake Rancho California, LLC sought and obtained permission
from the U.S. Bankruptcy Court to employ Lee & Associates
Commercial Real Estate Services as real estate brokers on a
commission basis to market and sell certain real estate properties
that are not essential to the operation of the Debtor's business.

The Debtors attest that the firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.

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

     a. listing the Non-Core Properties on an appropriate listing
        service;

     b. marketing the Non-Core Properties directly to prospective
        purchasers on Lee & Associates' contact list; and

     c. advertising the Non-Core Properties in various
        publications.

Each Listing Agreement for the Non-Core Properties provides that
Lee & Associates shall be compensated for its services in an
amount equal to 3% of the gross sales price.  The buyer(s) broker
will be compensated by the buyer.

                           About Vail Lake

Vail Lake Rancho California, LLC, and its affiliates own the
California campground Vail Lake Resort. Vail Lake is a large
reservoir in western Riverside County, California, located on
Temecula Creek in the Santa Margarita River watershed,
approximately 15 miles east of Temecula, California.  Properties
cover approximately 9,000 acres and have an estimated water
storage capacity of approximately 51,000 acre-feet.

On Dec. 26, 2012, creditors of Vail Lake filed an involuntary
Chapter 11 petition (Bankr. S.D. Cal. Case No. 12-16684) for Vail
Lake.  In a filing on June 6, 2013, the Debtor said it consents to
the entry of an order for relief and does not contest the
involuntary Chapter 11 petition.

On June 5, 2013, the company sent 5 related entities -- Vail Lake
USA, LLC ("VLU"), Vail Lake Village & Resort, LLC ("VLRC"), Vail
Lake Groves, LLC, Agua Tibia Ranch, LLC, and Outdoor Recreational
Management, LLC -- to Chapter 11 bankruptcy.

The new debtors have sought and obtained an order for joint
administration of their Chapter 11 cases with Vail Lake Rancho
(Case No. 12-16684).

The Debtors are represented by attorneys at Cooley LLP and
Phillips, Haskett & Ingwalson, A.P.C.  The Debtor also employed
Thomas C. Hebrank and E3 Realty Advisors, Inc., with Mr. Hebrank
serving as the Debtors' chief restructuring officer.

The Debtors' consolidated assets, as of May 31, 2013, total
$291,016,000 and liabilities total $52,796,846.


VICTORY ENERGY: Board Adopts 2014 Long Term Incentive Plan
----------------------------------------------------------
The Board of Directors of the Victory Energy Corporation adopted
the Victory Energy Corporation 2014 Long Term Incentive Plan for
the employees, directors and consultants of the Company and its
affiliates.  The LTIP provides for the grant of all or any of the
following components: (1) stock options, (2) restricted stock (3)
other stock-based awards, (4) performance awards and (6) dividends
and dividend equivalents.  Subject to adjustment in accordance
with the LTIP, the maximum aggregate number of shares of the
common stock of the Company, par value $0.001 per share, that may
be issued with respect to awards under the LTIP is 15 percent of
the outstanding shares of Common Stock at the end of the preceding
calendar quarter, of which the maximum number of those shares that
may be issued as incentive stock options, as defined in Section
422(b) of the Internal Revenue Code of 1986 is 2,000,000 shares of
Common Stock.  Common Stock withheld to satisfy exercise prices or
tax withholding obligations will be available for delivery
pursuant to other awards.  The LTIP will be administered by the
Board, until such time as a compensation committee of the Board is
established, at which time the LTIP will be administered by the
Compensation Committee.

Form of Award Agreements under Long-Term Incentive Plan

On Feb. 24, 2014, the Board also adopted and approved the
following form of award agreements that will govern the grant of
awards under the LTIP:

  (a) the form of Award of Restricted Stock Units (Employee) that
      governs the grant of Restricted Stock Units to the Company's
      employees; and

  (b) the form of Award of Restricted Stock Units (Director) that
      governs the grant of RSUs to the Company's directors.

Additional information is available for free at:

                        http://is.gd/b7B84z

                        About Victory Energy

Austin, Texas-based Victory Energy Corporation is engaged in the
exploration, acquisition, development and exploitation of domestic
oil and gas properties.  Current operations are primarily located
onshore in Texas, New Mexico and Oklahoma.

The Company's balance sheet at Sept. 30, 2013, showed $1.85
million in total assets, $313,114 in total liabilities and $1.54
million in total stockholders' equity.

Marcum, LLP, in Los Angeles, California, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has experienced recurring losses since its inception
and has an accumulated deficit.  These conditions raise
substantial doubt regarding the Company's ability to continue as a
going concern.

As reported by the TCR on Dec. 3, 2013, Victory Energy
Corporation, through the Audit Committee of its Board of Directors
and with the ratification of its Board of Directors, dismissed
Marcum LLP as the Company's independent registered public
accounting firm and engaged Weaver and Tidwell, L.L.P., as the
Company's independent registered accounting firm.


VILLAGE AT KNAPP'S: Files First Amended Disclosure Statement
------------------------------------------------------------
The Village at Knapp's Crossing, L.L.C., has filed a first amended
disclosure statement in support of its plan of reorganization
dated Feb. 25, 2014.

In general, the Plan provides for repayment of the Debtor's
Creditors in amounts determined by Creditors' status and
classification pursuant to the Bankruptcy Code as well as the
Debtor's ability to fund such payments, with such amounts to be
paid from the operations of the Debtor and the possible sale of
certain properties of the Debtor.  With respect to payments of
specific classes of creditors, the Plan provides for the payment
in full of administrative expense and priority claims either on
the Effective Date of the Plan, pursuant to agreement among the
claimants and the Debtor, from the sale of Property, or during the
life of the Plan and no later than five years from the Effective
Date.

TAP and JHC, each holding Professional Administrative Claims, have
consented to be paid on their respective Professional
Administrative Claims after the Effective Date from sources
including any excess cash flow and/or the sale of Properties over
the course of several years after the Effective Date.  As such,
the total amount of all Effective Date payments is $18,957.35.
The Debtor currently has cash on hand to pay the Effective Date
Payments.

The Plan generally provides for the payment of Allowed Secured
Claims to be paid over 20 years with an interest rate of 4.75%.
Non-priority Unsecured Creditors will be paid 25% of their Allowed
Claims, subject to verification and reconciliation, if any, with
half of the total payout to be paid no later than two years from
the Effective Date, with the remaining half of the total payout to
be paid no later than five years from the Effective Date, which
will amount to significantly more than the non-priority Unsecured
Creditors would receive if the Chapter 11 Case were converted to a
Chapter 7 liquidation bankruptcy case.

The hearing on the disclosure statement is scheduled for June 25,
2014, at 2:00 P.M.

A copy of the disclosure statement is available for free at:

                        http://is.gd/brFRvG

In December 2013, the Debtor filed a plan of reorganization that
proposes to repay claims from funds generated by continued
operations and the possible sale of certain properties of the
Debtor.  A copy of the Disclosure Statement explaining the
original is available for free at

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

The U.S. Trustee and creditor First Community Bank filed
objections to the Plan.

               About The Village at Knapp's Crossing

The Village at Knapp's Crossing, L.L.C. in Grand Rapids, Michigan,
filed for Chapter 11 (Bankr. W.D. Mich. Case No. 13-06094) on
July 25, 2013.  Judge Scott W. Dales presides over the case.

The Debtor has scheduled $65,109,523 in total assets and
$7,419,217 in total liabilities.  The petition was signed by
Steven D. Benner, managing member on behalf of S.D. Benner, sole
member.

Lawyers at Tishkoff & Associates PLLC, led by William G. Tishkoff,
Esq., serve as the Debtor's counsel.  John S. Huizinga CPA serves
as accountants.

In November 2013, Daniel M. McDermott, U.S. Trustee for Region 9,
dropped his bid to convert the Debtor's Chapter 11 case to one
under Chapter 7 of the Bankruptcy Code.

FCB is represented by Thomas G. King, Esq., at Kreis, Enderle,
Hudgins & Borsos, P.C.


VILLAGE AT KNAPP'S: Secured Lenders Object to Disclosure Statement
------------------------------------------------------------------
Secured creditor First Community Bank (FCB) has filed an objection
to the disclosure statement explaining Village at Knapp's
Crossing, L.L.C.'s proposed Chapter 11 plan.

Thomas G. King, Esq., of Kreis Enderle Hudgins & Borsos, P.C.,
relates that FCB filed their second amended secured claim in the
amount of $192,378.37, which bears interest at the default rate of
interest of 9.9%.  While to Plan treats FCB as fully secured, it
does so with an amortization rate over 20 years, as opposed to the
3 years from inception of the Note.  The maturity date of the Note
is January 19, 2015.

Mr. King submits that the rate of interest and monthly payment
amounts provided for FCB do not represent the default rate and
both the amortization of FCB's claim and the interest rate applied
to the claim are inherently unreasonable and not proposed in good
faith.  This treatment does not constitute a good faith plan in
that it does not provide FCB with as good a treatment as FCB would
receive in liquidation under Chapter 7 of the Bankruptcy Code,
according to FCB.

According to Mr. King, the proposed rate of interest as calculated
by the Debtor (4.75%) does not adequately compensate FCB for the
appropriate amount of risk.  As a result, FCB requests a rate of
interest equal to the Default Rate.

The Plan also does not provide any provision for payment of
insurance or an escrow for future taxes on the Properties.

              Comerica Bank Says DS Lacks Information

Comerica Bank in an objection says the Disclosure Statement
provides little or no meaningful data for review and evaluation.

The Debtor owns three parcels at the comer of E. Beltline and
Knapp Street.  Two of the three, 3251 Knapp and 2110 E Beltline
are vacant parcels.  PF Changs is located on the third, being 2065
Apple Orchard.  These three parcels are only part of a larger
development.  The balance of the development was to include 2200
E. Beltline, a vacant parcel to the north of PF Changs that wraps
around to the east of Changs, and 2300 E. Beltline, a vacant
parcel to the north of 2200 E. Beltline.

According to Comerica Bank, the Debtor does not own 2200 E.
Beltline.  Rather, Knapp's Crossing, LLC owns 2200 E. Beltline.
Debtor asserts in its schedules that it has an option to purchase
this property.  However, the Debtor does not disclose that there
is a pending appeal involving this property.  The Debtor appealed
a ruling that it had no interest in 2200 E. Beltline, which
includes having no option to purchase 2200 E. Beltline.  The
Debtor should address these issues.

The Debtor, Comerica Bank points out, also does not disclose who
will own Debtor post-confirmation, and does not disclose what will
happen to the collateral assignment to Comerica of the ownership
of Debtor.  Comerica has the right to foreclose on Benner I's
membership interest in Debtor, thereby changing who will own and
control the Debtor.

               About The Village at Knapp's Crossing

The Village at Knapp's Crossing, L.L.C. in Grand Rapids, Michigan,
filed for Chapter 11 (Bankr. W.D. Mich. Case No. 13-06094) on
July 25, 2013.  Judge Scott W. Dales presides over the case.

The Debtor has scheduled $65,109,523 in total assets and
$7,419,217 in total liabilities.  The petition was signed by
Steven D. Benner, managing member on behalf of S.D. Benner, sole
member.

Lawyers at Tishkoff & Associates PLLC, led by William G. Tishkoff,
Esq., serve as the Debtor's counsel.  John S. Huizinga CPA serves
as accountants.

In November 2013, Daniel M. McDermott, U.S. Trustee for Region 9,
dropped his bid to convert the Debtor's Chapter 11 case to one
under Chapter 7 of the Bankruptcy Code.

In December 2013, the Debtor filed a plan of reorganization that
proposes to repay claims from funds generated by continued
operations and the possible sale of certain properties of the
Debtor.  A copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/Village_At_Knapps_DS.pdf

The U.S. Trustee and creditor First Community Bank filed
objections to the Plan.  The Court will convene a hearing Jan. 15,
2014, at 2:00 p.m., to consider the adequacy of information in the
Disclosure Statement explaining the Debtor's Plan.

FCB is represented by Thomas G. King, Esq., at Kreis, Enderle,
Hudgins & Borsos, P.C.


WHEATLAND MARKETPLACE: Taps Edgemark as Real Estate Broker
----------------------------------------------------------
Wheatland MarketPlace, LLC seeks permission from the U.S.
Bankruptcy Court for the Northern District of Illinois to employ
Edgemark Commercial Real Estate Services, LLC as real estate
broker for its portion of the Wheatland Marketplace Shopping
Center.

The Debtor appoints Edgemark Commercial as its sole and exclusive
selling agent of its Property located at the Southeast Corner of
the Intersection of IL Route 59 and 95th Street in Naperville,
Illinois, described as follows:

    -- 3124 S. Route 59 (PIN 07-01-10-101-010-0000)
    -- 3204 S. Route 59 (PIN 07-01-10-101-005-0000)
    -- 3224 S. Route 59, Suites 112-120 (PIN 07-01-10-101-013-
       1001)

The initial listing price of the Property is $10,790,000.

The Debtor will pay Edgemark Commercial on commission basis.  The
commission is 2% of the gross sales price.  If there is a
cooperating broker the total commission will be 3% of the gross
sales price to be split among the brokers.

Edgemark Commercial will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Michael R. Wesley, manager of Edgemark Commercial, 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.

Edgemark Commercial can be reached at:

       Michael R. Wesley
       EDGEMARK COMMERCIAL REAL
       ESTATE SERVICES, LLC
       2215 York Road, Suite 503
       Oak Brook, IL 60523
       Tel: (630) 472-1010
       Fax: (630) 472-1019
       E-mail: mwesley@edgemarkllc.com

                   About Wheatland Marketplace

Wheatland Marketplace, LLC, owner of a commercial retail center in
Naperville, Illinois, filed a Chapter 11 bankruptcy petition
(Bankr. N.D. Ill. Case No. 13-46492) in Chicago on Dec. 3, 2013.
In its schedules, Wheatland Marketplace disclosed $10,999,006 in
total assets and $7,052,778 in total liabilities.

Judge Pamela S. Hollis oversees the case.  The Debtor has tapped
Christopher M. Jahnke, Esq., and Thomas W. Toolis, Esq., at
Jahnke, Sullivan & Toolis, LLC, in Frankfurt, Illinois, as
counsel.  The Debtor employed Edgemark Asset Management LLC as
property manager.

Coleen J. Lehman Trust and Lucy Koroluk each holds a 50%
membership interest in the Debtor.


WHITE MOUNTAINS: Fitch Affirms 'BB+' Rating on One Subsidiary
-------------------------------------------------------------
Fitch Ratings has affirmed with a Stable Outlook the Issuer
Default Ratings (IDRs), debt and Insurer Financial Strength (IFS)
ratings for White Mountains Insurance Group, Ltd. (White
Mountains) and its holding company subsidiaries and
property/casualty insurance and reinsurance subsidiaries.  This
group includes OneBeacon Insurance Group, Ltd.'s (OneBeacon; 75.2%
ownership by White Mountains) ongoing subsidiaries and Sirius
International Insurance Group, Ltd.'s subsidiaries (Sirius Group;
100% ownership by White Mountains).

Fitch has also maintained the 'A' IFS ratings of the runoff
subsidiaries of OneBeacon on Rating Watch Negative pending the
close of the sale of OneBeacon's runoff business and several
entities to Armour Group Holdings Limited (Armour), announced in
October 2012.

Key Rating Drivers

Fitch's Negative Watch on OneBeacon's runoff operating
subsidiaries reflects the planned reduction in capital levels of
the targeted runoff companies at the time of closing to just above
regulatory minimums, at an NAIC risk-based capital (RBC) ratio
(company action level) of 100%.  Assuming the acquisition is
completed as currently envisioned, Fitch would expect to downgrade
the IFS ratings of the runoff entities to no higher than 'BB+'
upon the sale to Armour, based on the weakened capital levels
(Fitch does not rate Armour).

Fitch expects that OneBeacon will retain a willingness and ability
to provide reasonable support to the runoff entities up until the
close of the sale, currently targeted for mid-2014, subject to
regulatory approvals.  Fitch will continue to review the progress
of the transaction during the closing period.  However, assuming
no material changes to the credit of the entities being sold,
Fitch may not take any additional rating action prior to the
closing.

As of year-end 2013, OneBeacon Insurance Company, the lead
insurance company being sold to Armour, had an NAIC RBC ratio
(company action level) of 263%, up from 211% at year-end 2012.
Fitch expects the runoff entities to maintain an NAIC RBC ratio
(company action level) of at least 200% prior to the planned
capital reduction at the time of closing.

Fitch's rating rationale for the affirmation of White Mountains'
ratings reflects the company's low financial and operating
leverage, opportunistic business approach, platform of
property/casualty specialty insurance and global reinsurance, and
favorable financial flexibility.  The ratings also reflect
anticipated challenges in the highly competitive,
property/casualty (re)insurance market.

White Mountains posted net income of $322 million in 2013,
improved from $207 million in 2012.  The company's return on
average common equity was 8.4% in 2013, improved from 5.3% for
full year 2012, due in part to a lower level of catastrophe losses
in 2013.  Full-year 2012 also included a $91 million net loss on
the sale of OneBeacon's run-off business.

OneBeacon posted a favorable GAAP combined ratio of 92% in 2013,
following 98% in 2012, which included 5 points for catastrophe
losses, primarily from Hurricane Sandy. Sirius Group posted a GAAP
combined ratio of 82% in 2013, which included 10 points for
catastrophe losses, mainly due to flood losses in Central Europe
and hail storm losses in Germany and France.  This is improved
from 90% for 2012, which had 13 points of catastrophe losses,
primarily due to Hurricane Sandy.

White Mountains' financial leverage ratio continues to be modest
for the rating category, at 13.2% at Dec. 31, 2013.  This is down
from 15.2% at Dec. 31, 2012, due primarily to the repayment of $75
million outstanding under its bank facility debt in January 2013.
GAAP operating earnings-based interest expense and preferred
dividend coverage (excluding net gains and losses on investments)
improved to 4.3x in 2013 from 3.4x in 2012.

Fitch believes that White Mountains utilizes a reasonable amount
of operating leverage comparable to (re)insurer peers, with net
premiums written to (re)insurance segment equity of approximately
0.7x for 2013.  Total GAAP shareholders' equity increased 3% in
2013 to $4.4 billion at Dec. 31, 2013, as earnings were partially
offset by common share repurchases, dividends and unrealized
losses from affiliates.

Rating Sensitivities

Key rating triggers that could lead to an upgrade include
improvement in operating results in line with higher-rated peers,
overall flat to favorable loss reserve development, financial
leverage ratio maintained below 20%, run rate operating earnings-
based interest and preferred dividend coverage of at least 8x,
continued strong capitalization of the insurance subsidiaries, and
increased stability in longer term strategic operations and
results.

Key rating triggers that could lead to a downgrade include
significant adverse loss reserve development, future earnings that
are significantly below industry levels, sizable deterioration in
insurance subsidiary capitalization that caused total company net
written premiums to (re)insurance segment GAAP equity to exceed
1.0x, financial leverage ratio maintained above 30%, run rate
operating earnings-based interest and preferred dividend coverage
of less than 5x, and additional A&E losses for OneBeacon
significantly above the remaining $198 million available limit
under the $2.5 billion National Indemnity Company cover.

Fitch affirms the following ratings with a Stable Outlook:

White Mountains Insurance Group, Ltd.

   -- IDR at 'BBB+'.

OneBeacon U.S. Holdings, Inc.

   -- IDR at 'BBB+';
   -- $275 million 4.6% due Nov. 9, 2022 at 'BBB'.

Sirius International Group, Ltd.

   -- IDR at 'BBB+';
   -- $400 million 6.375% due March 20, 2017 at 'BBB';
   -- $250 million perpetual non-cumulative preference shares at
      'BB+'.

OneBeacon ongoing insurance subsidiaries:

Atlantic Specialty Insurance Company
Homeland Insurance Company of New York
Homeland Insurance Company of Delaware

OBI National Insurance Company
   -- IFS at 'A'.
Sirius International Insurance Corporation

Sirius America Insurance Company
   -- IFS at 'A'.

Fitch has maintained its Rating Watch Negative on the following
ratings:

OneBeacon Insurance Company
OneBeacon America Insurance Company

Employers' Fire Insurance Company (The)
   -- IFS 'A'.


WILLOW GREEK: Court Allowed Rule 2004 Examination
-------------------------------------------------
The Hon. Mary A. Scott of the Bankruptcy Court District of Nevada
authorized secured creditor and party-in-interest KE Farmer, LLC,
to take the Rule 2004 examination of Willow Creek San Martin
Building, LLC, through its manager Donald S. Herman.

The Rule 2004 examination was scheduled for Feb. 17, 2014, 10:00
a.m., and may continue thereafter until completed.

                About Willow Creek San Building LLC

Willow Creek San Martin Building LLC sought Chapter 11 bankruptcy
protection (Bankr. D. Nev. Case No. 14-10041) in Las Vegas, on
Jan. 5, 2014.  The Debtor, a Single Asset Real Estate as defined
in 11 U.S.C. Sec. 101(51B), disclosed $40,674,094 in assets and
$32,988,437 in liabilities as of the Chapter 11 filing.

The case is assigned to Judge Laurel E. Davis.  The Debtor is
represented by Ogonna M. Atamoh, Esq., and James D. Boyle, Esq.,
at Cotton, Driggs, Walch, Holley, Woloson & Thompson, in Las
Vegas, Nevada.


XTREME POWER: Notrees, Duke Energy Want Adequate Protection
-----------------------------------------------------------
Notrees Windpower, LP and Duke Energy Transmission Holding
Company, LP, in papers filed February asked the U.S. Bankruptcy
Court for the Western District of Texas to order Xtreme Power
Inc., to provide adequate protection of the so-called Section
365(n) interests, including, without limitation, access to and the
immediate delivery into escrow of intellectual property related to
certain projects.

Notrees is the owner of a wind turbine electric generating
facility located in Ector and Winkler Counties, Texas.

In July 2011, Notrees received a grant from the United States
Department of Energy to assist in the development of a 36 MW
hybrid energy storage system at the facility.  The purpose of the
Notrees Storage Project is to mitigate the variability of wind
power by storing excess wind energy and discharging it whenever
demand for electricity is the highest.

To provide for the development, installation, maintenance, and
operation of the Notrees Storage Project, Notrees entered into
certain agreements with Xtreme Power Systems, LLC.  The Notrees
Storage Project became operational in December 2012.

According to the Counterparties, on Jan. 24, 2014, the Bankruptcy
Court entered an interim order approving the DIP Credit Facility.
Under the terms of the DIP Credit Facility, Horizon Technology
Finance Corporation will serve as an initial stalking horse bidder
to purchase substantially all assets of the Debtors for the credit
bid price of its prepetition and postpetition debt plus the debt
of Silicon Valley Bank.

Under the contracts, XPS not only granted the counterparties the
Section 365(n) interests, but provided other documentation and
data, and maintenance and operational support which are necessary
to operate the projects.  Thus, if a sale of the Debtors' assets
would ultimately cause the cessation of the Debtors' operations or
rejection of the contracts, the Counterparties would not have the
ability to operate the projects.

As reported in the Troubled Company Reporter, the Debtors have won
Bankruptcy Court approval of bidding procedures in connection with
the sale of substantially all of their assets by public auction.
Pursuant to the Court-approved procedures, in the event that the
Debtors receive one or more qualified bids by March 18, 2014, the
Debtors will conduct an auction on March 20, 2014.  The auction
will commence at 9:00 a.m. prevailing Central time on March 20,
2014, at Baker Botts L.L.P., 98 San Jacinto Boulevard Suite 1500
Austin, Texas.  The Court will conduct a sale hearing at 10:00
a.m. prevailing Central time on March 31, 2014.  Sale objections
are due March 24.

According to the Debtors' counsel, Shelby A. Jordan, Esq., at
Jordan, Hyden, Womble, Culbreth & Holzer, P.C., in Austin, Texas,
neither the Debtors nor the DIP Lender desire to close the back-up
sale transaction since it was intended to initiate the competitive
sale under Section 363 of the Bankruptcy Code.

The Bankruptcy Court recently granted final approval to the post-
petition financing and the Debtors' use of cash collateral.
Horizon is providing up to $2,892,806.45 in DIP financing through
April 4, 2014.

                        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.

The Official Committee of Unsecured Creditors has retained
Hohmann, Taube & Summers, L.L.P. as counsel, and Baker Botts
L.L.P. as special 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.


YESHIVA UNIVERSITY: Moody's Lowers Rating to B3; Outlook Negative
-----------------------------------------------------------------
Moody's Investors Service downgraded Yeshiva University's rating
to B3 from B1 and assigned a negative outlook. The action
concludes the review for downgrade initiated on January 9, 2014.

Summary Rating Rationale

The downgrade to B3 from B1 reflects the continued weakening of
the university's financial viability given the rapid deterioration
of unrestricted liquidity from severe and ongoing operating
deficits. The rating action also incorporates the subordinate
position of bondholders to other debt and the potential for deeper
subordination as access to external credit facilities may require
additional collateral.

The B3 rating favorably incorporates the university's valuable
real estate holdings in New York City that could provide full
recovery for bondholders, sufficient liquidity for near term debt
service, healthy philanthropic support, and niche market position.

The negative outlook incorporates the need for Yeshiva to
implement swift plans to reduce deficits and grow liquidity in
order to continue operations.

Challenges:

-- Extremely thin and unstable unrestricted liquidity, with
    significant reliance on external facilities, poses the
    highest risk to the university's viability. As of fiscal
    yearend (FYE) 2013, unrestricted cash and investments that
    could be liquidated within one month covered 91 days of
    expenses. But excluding the fully drawn $75 million line of
    credit, the university had only 49 days of cash on hand.

-- Increasingly severe operating deficits require extraordinary
    endowment draws and release of temporarily restricted net
    assets. The university projects FY 2014 performance will be
    similarly weak to FY 2013 results.

-- Narrow headroom on covenants for external credit facilities,
    cross-default provisions on these lines, and near-term
    expiration of one facility on June 1, 2014, heighten the risk
    of low liquidity.

-- Given the severity of deficits and low liquidity, Moody's
    anticipates it will take several years before management, in
    conjunction with consultants, can stabilize financial
    performance.

Strengths:

-- Significant real estate holdings in Manhattan and the Bronx
    might well provide for a full recovery for bondholders. To
    date, the board has approved the development and
    implementation of a strategy for the monetization of up to
    $250 million of real estate assets.

-- Yeshiva's unique role as a comprehensive university operated
    under Jewish auspices drives student demand and strong
    philanthropic support. An unusually large real estate gift,
    which was sold in FY 2013, helped grow total cash and
    investments and the released portion boosted unrestricted
    financial resources.

-- Healthy revenue diversity, with research grants and contracts
    representing the largest revenue source (31.9% of total
    operating revenue in FY 2013) will provide operational
    flexibility as the university implements its strategic plans.

Outlook

The negative outlook reflects the risk of liquidity depletion
before management is able to execute a turnaround plan.

What Could Change The Rating Up

An upgrade or stable outlook is unlikely in the near-term given
the magnitude of financial challenges faced by the university.
Upward rating pressure could result from a substantial improvement
in unrestricted liquidity through the monetization of real estate
or sizeable gifts combined with execution of a fiscally
sustainable business plan, without damaging the university's
market position.

What Could Change The Rating Down

A default or debt restructuring deemed by Moody's to be a
distressed exchange would lead to a downgrade. Failure to improve
unrestricted liquidity and narrow operating deficits without
extraordinary releases, the inability to access external liquidity
facilities, additional subordination of rated debt, or loss of
accreditation could also lead to further rating pressure.

Methodology

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


ZLOMREX INT'L: New York Court Recognizes Foreign Proceedings
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has recognized Zlomrex International Finance S.A.'s voluntary
restructuring proceeding as foreign main proceeding within the
meaning of Sections 1502(4) and 1517(b)(1) of the Bankruptcy Code.

Krzysztof Zola serves as the duly-appointed foreign representative
of the Debtor's case pending before the Chancery Division
(Companies Court) of the High Court of Justice of England and
Wales.

Zlomrex International is the financing vehicle for an integrated
Polish steel producer.  Zlomrex filed a Chapter 15 petition on
Dec. 23 (Bankr. S.D.N.Y. Case No. 13-14138) in Manhattan to assist
a U.K. court in extending the Feb. 1 maturity of 117.9 million
euros ($161.49 million) in 8.5% senior secured notes.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that the notes provided primary financing for affiliates
Hutta Stali Jakosciowych SA, Ferrostal Labedy Sp, Zlomrex Metal
Sp, and their parent Cognor SA. The company said it would be
unable to refinance the notes at maturity.

Although the financing vehicle is a French-incorporated business,
the company said that bankruptcy proceedings in France were
impracticable because it would touch off defaults on other
obligations. Chapter 11 in the U.S. was rejected because of "high
costs," according to a court filing.

Instead, the company in November initiated proceedings in the
Chancery Division of the High Court of Justice of England and
Wales designed to effect a scheme of arrangement under U.K. law,
akin to Chapter 11 in the U.S.

For full payment under the scheme, there is already agreement with
holders of 69% of the notes where they will be given new secured
notes maturing in 2010 for 80% of the current debt.  The other 20%
will be in the form of exchangeable debt securities to mature in
2021.

The company said total debt of the financing vehicle is 126.1
million euros. If enough noteholders accept the proposal, it can
be consummated as an exchange offer without court intervention.

The steel-producing affiliates have 5.5% of the Polish market.
They were hurt by the decline in European and Polish steel
consumption and prices.


* ADGS Advisory Appoints Fu Kei Man Derek as Independent Director
-----------------------------------------------------------------
ADGS Advisory, Inc. on March 11 disclosed that it has appointed
Mr. Fu Kei Man Derek to its Board, to serve as a non-executive
independent Director, effective immediately.

"We welcome Mr. Fu to the Board of Directors and look forward to
working with him," said Michelle Tong, CFO of the Company.  She
added, "I believe that Mr. Fu will be a valuable resource to the
Company with his experience and as an independent voice on our
Board."

Fu Kei Man Derek is an Executive Director of Simsen International
Corporation Limited, an investment holding company in Hong Kong.
Since January 2008, he has worked as a foreign lawyer for Ng and
Shum Solicitors & Notaries, located in Hong Kong.  Mr. Fu is a
practicing lawyer of the People's Republic of China.  Mr. Fu holds
a bachelor degree of law from Chongqing University in the People's
Republic of China and a master degree in International Management
from University of Reading in the United Kingdom.

                            About ADGS

ADGS Advisory, Inc. is primarily engaged in providing accounting,
taxation, company secretarial, general corporate and consultancy
services in Hong Kong.  ADGS has a strong and successful
background in the Hong Kong market, most notably bankruptcy and
insolvency services to a variety of customers including high
growth industries in China.  ADGS intends to further bolster its
growth via additional acquisitions.


* ALI CLE Announces Commercial Lending & Bankruptcy Program
-----------------------------------------------------------
American Law Institute Continuing Legal Education (ALI CLE)
announced its upcoming program, Commercial Lending Today, that
will take place on May 1-2 at the Chicago Marriott in Chicago, IL.

Commercial law practitioners can stay up-to-date on all the
critical developments in commercial lending with this continuing
legal education program that will address the latest information
on the concurrent legislative and case-law changes in this ever-
evolving field.  The two-day program will examine such trending
topics as the recent revisions to UCC Article 9, intercreditor
agreements, proposed revisions to the Uniform Fraudulent Transfer
Act, bankruptcy and other insolvency proceedings, collateral
control, and cross border and foreign law issues in secured
transactions.

"Ongoing developments in insolvency and workout issues are having
a profound effect on lending, borrowing and other financial
services," says co-planning chair Patrick Guida, of Duffy &
Sweeney, Ltd., in Providence, Rhode Island. Guida and his fellow
planning chair Harry C. Sigman of Los Angeles, California, have
assembled a notable collection of high-profile practitioners,
consultants, academics, and a District Court judge.  These experts
have unparalleled experience in developing and drafting the new
laws and in guiding major banks and other lenders through some of
the most compelling transactions and controversies in the
industry.  Panelists include Reporters and members of the Drafting
Committees for various recent revisions and amendments of the UCC,
Uniform Law Commissioners, as well as others who have contributed
substantially to the drafting process.

This year's program also features a special guest lecture on
saving clauses by Professor Douglas G. Baird, specialist in
contracts and secured transactions, and Professor of Law at
University of Chicago Law School.

Hosted in downtown Chicago, Commercial Lending Today offers course
materials that are tied closely to the realities of practice,
ample networking opportunities, and more than 12 hours of CLE
instruction, including at least one hour of ethics, and up to 14.5
CPE hours in Business.

                           About ALI CLE

American Law Institute Continuing Legal Education --
http://www.ali-cle.org-- is the continuing legal education group
of the American Law Institute.  ALI CLE, a non-profit
organization, is committed to the work of promoting continuing
professional education for lawyers throughout the United States
and to creating standards to ensure quality and relevance in CLE
programs.


* Greenberg Glusker Bags M&A Advisor Turnaround Award
-----------------------------------------------------
Greenberg Glusker on March 11 disclosed that its Bankruptcy,
Reorganization and Capital Recovery practice has been chosen to
receive a Turnaround Award by The M&A Advisor in the category of
Sec. 363 Sale of the Year.

The award for the Section 363 Sale of the Year (between $10M and
$50M) was given to recognize Greenberg Glusker's work in
connection with the sale of Rhythm & Hues (R&H), the multiple
Oscar winner and visual effects provider for the movie "Life of
Pi."  Following an emergency bankruptcy filing, and an interim DIP
loan, Debtor R&H was sold in less than 90 days in a 363 auction
for approximately $30,000,000.  Remarkably, the company, which had
run out of cash to pay payroll before the chapter 11 filing, was
transitioned to a successful sale.  During this time period, the
Greenberg Glusker restructuring and deal teams worked virtually
around the clock to ensure the Debtor's successful transition into
chapter 11, the approval of the DIP loan and other administrative
requirements of bankruptcy, and engaged in a robust two-day
auction for the sale.

"The intense efforts of our bankruptcy team with the support of
the corporate and employment lawyers at the Firm came together
seamlessly to support R&H in arranging financing for the company,
handling the numerous employment-law issues as the company
transitioned into chapter 11 and the ultimate sale of the
company," said Brian Davidoff, the chair of Greenberg Glusker's
Bankruptcy, Reorganization and Capital Recovery practice.

Greenberg Glusker worked with Scouler & Co. as the financial
adviser, and Houlihan Lokey as the investment banker.

"The award winners represent the best of the distressed investing
and reorganization industry in 2013 and earned these honors by
standing out in a group of very impressive candidates," said David
Fergusson, president of The M&A Advisor.  "From lower middle
market to multi-billion dollar deals, we have recognized the
leading transactions, firms and individuals that represent the
highest levels of performance."

The nominations, representing over 500 participating companies,
were judged by an independent jury of industry experts.  The
awards were presented at a Gala Dinner in Palm Beach, Florida on
March 11, 2014.

                     About The M&A Advisor

Since 1998, The M&A Advisor -- http://www.maadvisor.com-- has
been presenting, recognizing the achievement of and facilitating
connections between the world's leading mergers and acquisitions,
financing and turnaround professionals with a comprehensive range
of services including M&A SUMMITS; M&A AWARDS; M&A CONNECTS; M&A
ALERTS, M&A LINKS, and M&A MARKET INTEL.

                    About Greenberg Glusker

For nearly 55 years, Greenberg Glusker --
http://www.GreenbergGlusker.com-- is a full-service law firm in
Los Angeles.  Greenberg Glusker maximizes client potential by
providing strategic business and legal counsel in matters
involving bankruptcy, corporate, employment, entertainment,
environmental, intellectual property, litigation, real estate,
taxation and trusts and estates.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re A J Ranch Inc.
   Bankr. C.D. Cal. Case No. 14-10443
     Chapter 11 Petition filed March 5, 2014
         See http://bankrupt.com/misc/cacb14-10443.pdf
         represented by: M. Jonathan Hayes, Esq.
                         SIMON RESNIK HAYES, LLP
                         E-mail: jhayes@srhlawfirm.com

In re William A. Pullum
   Bankr. N.D. Fla. Case No. 14-30215
     Chapter 11 Petition filed March 5, 2014
         See http://bankrupt.com/misc/flnb14-30215.pdf
         represented by: John E. Venn, Esq.
                         JOHN E. VENN, JR., P.A.
                         E-mail: johnevennjrpa@aol.com

In re Steven Ancona
   Bankr. D. Nev. Case No. 14-10532
      Chapter 11 Petition filed March 5, 2014

In re Residential Land Corporation of Nevada
   Bankr. D. Nev. Case No. 14-11421
     Chapter 11 Petition filed March 5, 2014
         See http://bankrupt.com/misc/nvb14-11421.pdf
         represented by: Roger P. Croteau, Esq.
                         E-mail: croteaulaw@croteaulaw.com

In re Kary Gobbato
   Bankr. D. Nev. Case No. 14-11446
      Chapter 11 Petition filed March 5, 2014

In re Madden's Energy Management Co., Inc.
   Bankr. W.D. Pa. Case No. 14-70124
     Chapter 11 Petition filed March 5, 2014
         See http://bankrupt.com/misc/pawb14-70124.pdf
         represented by: Dennis J. Spyra, Esq.
                         E-mail: attorneyspyra@dennisspyra.com

In re L and D Trucking, Inc.
   Bankr. E.D. Tenn. Case No. 14-10936
     Chapter 11 Petition filed March 5, 2014
         See http://bankrupt.com/misc/tneb14-10936.pdf
         represented by: David J. Fulton, Esq.
                         SCARBOROUGH, FULTON & GLASS
                         E-mail: djf@sfglegal.com

In re Frank Anthony Booker
        dba Booker Enterprises
   Bankr. W.D. Tenn. Case No. 14-22312
     Chapter 11 Petition filed March 5, 2014
         See http://bankrupt.com/misc/tnwb14-22312.pdf
         represented by: Toni Campbell Parker, Esq.
                         E-mail: tparker002@att.net
In re Billy Bunch, Jr.
   Bankr. S.D. Ala. Case No. 14-00686
      Chapter 11 Petition filed March 6, 2014

In re William Thoene
   Bankr. C.D. Cal. Case No. 14-10455
      Chapter 11 Petition filed March 6, 2014

In re Howard Adler
   Bankr. S.D. Cal. Case No. 14-01725
      Chapter 11 Petition filed March 6, 2014

In re Where's The Beef, LLC
   Bankr. D. Conn. Case No. 14-20406
     Chapter 11 Petition filed March 6, 2014
         See http://bankrupt.com/misc/ctb14-20406.pdf
         represented by: Stephen P. Sztaba, Esq.
                         E-mail: sps.attysztaba@sbcglobal.net

In re 2444 Acquisitions, LLC
   Bankr. S.D. Ind. Case No. 14-01578
     Chapter 11 Petition filed March 6, 2014
         See http://bankrupt.com/misc/insb14-01578.pdf
         represented by: Christopher J. McElwee, Esq.
                         MONDAY RODEHEFFER JONES & ALBRIGHT
                         E-mail: cmcelwee@mrjalaw.com

In re Stuart Auld
   Bankr. S.D. Kans. Case No. 14-20424
      Chapter 11 Petition filed March 6, 2014

In re Hwy. 27 Motors, Inc.
   Bankr. W.D. La. Case No. 14-20188
     Chapter 11 Petition filed March 6, 2014
         See http://bankrupt.com/misc/lawb14-20188.pdf
         represented by: H. Kent Aguillard, Esq.
                         E-mail: kaguillard@yhalaw.com

In re Hae Lee
   Bankr. D.N.J. Case No. 14-14158
      Chapter 11 Petition filed March 6, 2014

In re Greenpoint Dental Plaza, P.C.
   Bankr. E.D.N.Y. Case No. 14-41021
     Chapter 11 Petition filed March 6, 2014
         See http://bankrupt.com/misc/nyeb14-41021.pdf
         represented by: Alla Kachan, Esq.
                         LAW OFFICES OF ALLA KACHAN, P.C.
                         E-mail: alla@kachanlaw.com

In re James Fortini
   Bankr. S.D.N.Y. Case No. 14-35422
      Chapter 11 Petition filed March 6, 2014

In re A Radio Company, Inc.
   Bankr. D.P.R. Case No. 14-01756
     Chapter 11 Petition filed March 6, 2014
         See http://bankrupt.com/misc/prb14-01756.pdf
         represented by: Alexis Fuentes Hernandez, Esq.
                         FUENTES LAW OFFICES, LLC
                         E-mail: alex@fuentes-law.com
In re Teresa Trojan
   Bankr. C.D. Cal. Case No. 14-12873
      Chapter 11 Petition filed March 7, 2014

In re American College of Forensic Studies
       aka Sierra Vista International University
   Bankr. C.D. Cal. Case No. 14-14368
     Chapter 11 Petition filed March 7, 2014
         See http://bankrupt.com/misc/cacb14-14368.pdf
         Filed Pro Se

In re 2517 Fairmount, LLC
   Bankr. C.D. Cal. Case No. 14-14418
     Chapter 11 Petition filed March 7, 2014
         See http://bankrupt.com/misc/cacb14-14418.pdf
         represented by: Rachel S. Ruttenberg, Esq.
                         LAW OFFICES OF MARK E. GOODFRIEND
                         E-mail: rruttenberg@gmail.com

In re Green Tee Holdings, LLC
        dba Monkey Bizness
   Bankr. M.D. Fla. Case No. 14-02513
     Chapter 11 Petition filed March 7, 2014
         See http://bankrupt.com/misc/flmb14-02513.pdf
         represented by: Stephanie C. Lieb, Esq.
                         TRENAM, KEMKER
                         E-mail: slieb@trenam.com

In re The Myar Group, LLC
   Bankr. M.D. Fla. Case No. 14-02555
     Chapter 11 Petition filed March 7, 2014
         See http://bankrupt.com/misc/flmb14-02555.pdf
         represented by: Jeffrey Ainsworth, Esq.
                         BRANSONLAW, PLLC
                         E-mail: jeff@bransonlaw.com

In re Seminole Shores, LLC
   Bankr. M.D. Fla. Case No. 14-02559
     Chapter 11 Petition filed March 7, 2014
         See http://bankrupt.com/misc/flmb14-02559.pdf
         represented by: James H. Monroe, Esq.
                         JAMES H. MONROE, P.A.
                         E-mail: jhm@jamesmonroepa.com

In re Suzanne Arcaria
   Bankr. D. Nev. Case No. 14-11510
      Chapter 11 Petition filed March 7, 2014

In re Vera Barnes
   Bankr. D. Nev. Case No. 14-11512
      Chapter 11 Petition filed March 7, 2014

In re Loizzi & Associates, P.C.
   Bankr. D. Nev. Case No. 14-11536
     Chapter 11 Petition filed March 7, 2014
         See http://bankrupt.com/misc/nvb14-11536.pdf
         represented by: Ryan Alexander, Esq.
                         LAW OFFICES OF RYAN ALEXANDER
                         E-mail: ryan@thefirm-lv.com

In re Bella Fiore, LLC
   Bankr. D.N.J. Case No. 14-14303
     Chapter 11 Petition filed March 7, 2014
         See http://bankrupt.com/misc/njb14-14303.pdf
         represented by: Mathew M. Cabrera, Esq.
                         M. CABRERA & ASSOCIATES, P.C.
                         E-mail: mcabecf@mcablaw.com

In re Central Valley Auto Service, Inc.
   Bankr. E.D.N.Y. Case No. 14-70903
     Chapter 11 Petition filed March 7, 2014
         See http://bankrupt.com/misc/nyeb14-70903.pdf
         represented by: John Weber, Esq.
                         JOHN WEBER & ASSOCIATES, P.C.
                         E-mail: jweberatty@aol.com

In re WVC Hospitality, Inc.
   Bankr. E.D.N.Y. Case No. 14-70914
     Chapter 11 Petition filed March 7, 2014
         See http://bankrupt.com/misc/nyeb14-70914.pdf
         represented by: Douglas J. Pick, Esq.
                         PICK & ZABICKI, LLP
                         E-mail: dpick@picklaw.net

In re CFC Restaurant, Inc.
        aka Chef and Grill
   Bankr. D.P.R. Case No. 14-01767
     Chapter 11 Petition filed March 7, 2014
         See http://bankrupt.com/misc/prb14-01767.pdf
         represented by: Jose Guillermo Gonzalez, Esq.
                         JOSE R. GONZALEZ HERNANDEZ LAW OFFICE
                         E-mail: jg_gonzalezlaw@hotmail.com

In re Nansea Diversified Investments, Inc.
   Bankr. N.D. Tex. Case No. 14-31202
     Chapter 11 Petition filed March 7, 2014
         See http://bankrupt.com/misc/txnb14-31202.pdf
         represented by: Eric A. Liepins, Esq.
                         ERIC A. LIEPINS, P.C.
                         E-mail: eric@ealpc.com

In re Noribi Enterprises, LLC
        dba El Nuevo Ciros Restaurant
   Bankr. W.D. Tex. Case No. 14-30414
     Chapter 11 Petition filed March 7, 2014
         See http://bankrupt.com/misc/txwb14-30414.pdf
         represented by: Carlos A. Miranda, III, Esq.
                         MIRANDA & MALDONADO, P.C
                         E-mail: cmiranda@mirandafirm.com

In re Yoon Oh
   Bankr. W.D. Wash. Case No. 14-11694
      Chapter 11 Petition filed March 7, 2014

In re James Osborn
   Bankr. D. Ariz. Case No. 14-03079
      Chapter 11 Petition filed March 9, 2014

In re Douglas Anderson
   Bankr. N.D. Ala. Case No. 14-40369
      Chapter 11 Petition filed March 10, 2014

In re A & M Hospitality, LLC
   Bankr. C.D. Cal. Case No. 14-14562
     Chapter 11 Petition filed March 10, 2014
         See http://bankrupt.com/misc/cacb14-14562.pdf
         represented by: Michael A. Cisneros, Esq.
                         E-mail: mcisneros@mac.com

In re In and Out Market, Inc.
   Bankr. D. Conn. Case No. 14-30421
     Chapter 11 Petition filed March 10, 2014
         See http://bankrupt.com/misc/ctb14-30421.pdf
         represented by: Peter L. Ressler, Esq.
                         GROOB RESSLER & MULQUEEN
                         E-mail: ressmul@yahoo.com

In re Craig Peschl
   Bankr. S.D. Fla. Case No. 14-15527
      Chapter 11 Petition filed March 10, 2014

In re Marcy Javor
   Bankr. S.D. Fla. Case No. 14-15555
      Chapter 11 Petition filed March 10, 2014

In re Brett Naylor
   Bankr. D. Idaho Case No. 14-40189
      Chapter 11 Petition filed March 10, 2014

In re Susan Reynolds, LLC
   Bankr. N.D. Ill. Case No. 14-08358
     Chapter 11 Petition filed March 10, 2014
         See http://bankrupt.com/misc/ilnb14-08358.pdf
         represented by: Thomas W. Toolis, Esq.
                         JAHNKE, SULLIVAN & TOOLIS, LLC
                         E-mail: twt@jtlawllc.com

In re Pet Professionals, Inc.
   Bankr. D. Kans. Case No. 14-40179
     Chapter 11 Petition filed March 10, 2014
         See http://bankrupt.com/misc/ksb14-40179.pdf
         represented by: Paul D. Post, Esq.
                         LAW OFFICE OF PAUL D. POST, P.A.
                         E-mail: paulpost@paulpost.co

In re Alex Amuah
   Bankr. D. Md. Case No. 14-13667
      Chapter 11 Petition filed March 10, 2014

In re Andrew Garno
   Bankr. E.D. Mich. Case No. 14-30631
      Chapter 11 Petition filed March 10, 2014

In re First Choice Centers, Inc.
   Bankr. D.N.J. Case No. 14-14456
     Chapter 11 Petition filed March 10, 2014
         represented by: John W. King, Esq.
                         LAW OFFICE OF JOHN W. KING

In re Fort Gibson Investments, LLC
        aka Elias Quintana
   Bankr. E.D. Okla. Case No. 14-80212
     Chapter 11 Petition filed March 10, 2014
         See http://bankrupt.com/misc/okeb14-80212.pdf
         Filed Pro Se

In re German Ramos Santiago
   Bankr. D.P.R. Case No. 14-01839
      Chapter 11 Petition filed March 10, 2014

In re Bobby Ray's Collision Center, Inc.
   Bankr. M.D. Tenn. Case No. 14-01940
     Chapter 11 Petition filed March 10, 2014
         See http://bankrupt.com/misc/tnmb14-01940.pdf
         represented by: Thomas Larry Edmondson, Sr., Esq.
                         E-mail: larryedmondson@live.com
In re Chioma Iweha
   Bankr. D. Ariz. Case No. 14-03153
      Chapter 11 Petition filed March 11, 2014

In re Los Angeles Faith Chapel
   Bankr. C.D. Cal. Case No. 14-14567
     Chapter 11 Petition filed March 11, 2014
         See http://bankrupt.com/misc/cacb14-14567.pdf
         represented by: Michael N. Sofris, Esq.
                         E-mail: michaelsofris@gmail.com

In re Jacob Khakshouri
   Bankr. C.D. Cal. Case No. 14-14592
      Chapter 11 Petition filed March 11, 2014

In re Hussein Tawfik
   Bankr. N.D. Cal. Case No. 14-30367
      Chapter 11 Petition filed March 11, 2014

In re K Christopher Edwards & Co., Inc.
   Bankr. N.D. Ga. Case No. 14-55035
     Chapter 11 Petition filed March 11, 2014
         See http://bankrupt.com/misc/ganb14-55035.pdf
         represented by: Leonard R. Medley, III, Esq.
                         MEDLEY & ASSOCIATES, LLC
                         E-mail: leonard@mkalaw.com

In re Michael Ballard
   Bankr. D. Md. Case No. 14-13710
      Chapter 11 Petition filed March 11, 2014

In re Alma Valdez-Narvaez
   Bankr. D. Nev. Case No. 14-11566
      Chapter 11 Petition filed March 11, 2014

In re Jason E. Kronick
   Bankr. D.N.J. Case No. 14-14483
     Chapter 11 Petition filed March 11, 2014
         See http://bankrupt.com/misc/njb14-14483.pdf
         represented by: David L. Stevens, Esq.
                         SCURA, WIGFIELD, HEYER & STEVENS, LLP
                         E-mail: dstevens@scuramealey.com

In re Patrick Ippolito
   Bankr. D.N.J. Case No. 14-14513
      Chapter 11 Petition filed March 11, 2014

In re Sammy's Seafood House & Oyster Bar, LLC
   Bankr. E.D.N.C. Case No. 14-01432
     Chapter 11 Petition filed March 11, 2014
         See http://bankrupt.com/misc/nceb14-01432.pdf
         represented by: George M. Oliver, Esq.
                         OLIVER FRIESEN CHEEK, PLLC
                         E-mail: efile@ofc-law.com

In re Kirk Leipzig
   Bankr. M.D. Tenn. Case No. 14-01964
      Chapter 11 Petition filed March 11, 2014

In re Jose DeSouza
   Bankr. N.D. Tex. Case No. 14-31246
      Chapter 11 Petition filed March 11, 2014



                             *********

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 ***