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         T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, March 18, 2014, Vol. 18, No. 76

                            Headlines

400 WALNUT: Suit v. 4th Walnut, Bank Survives Dismissal Bid
ABC LEARNING: High Court Won't Disturb Ch. 15 Protection
AMEREN ILLINOIS: Fitch Raises Preferred Stock Rating From 'BB+'
ANCHOR BANCORP: Former Official Faces Fraud Charges
ARCHDIOCESE OF MILWAUKEE: Disclosure Statement Hearing on April 17

ASHLEY STEWART: Section 341(a) Meeting Set on April 16
ASHLEY STEWART: Meeting to Form Creditors' Panel on March 19
BERNARD L. MADOFF: Former Aide on Trial Wins Dismissal of 2 Counts
BROOKE CORP: Court Says CJD Statutory or Per Se Insider
C.P. HALL: Adversary Suits v. PI Creditors Dismissed

CAESARS ENTERTAINMENT: Bank Debt Trades at 6% Off
CARLOS COLLAZO: Court Rules on Summary Judgment Bid in Eller Suit
CARPATHIAN GOLD: Delays Filing of Annual Financial Statements
CHARLES SCHWAB: Fitch Affirms 'BB+' Preferred Stock Rating
CLEARWATER PAPER: S&P Revises Outlook to Pos. & Affirms 'BB' CCR

COLOSSUS MINERALS: Court Approves Reorganization Plan
COMMACK HOSPITALITY: Section 341(a) Meeting on April 11
CONSTAR INT'L: Court Approves Gellert as Panel's Delaware Counsel
COPENHAVER INC: Bid to Hire Former President as CRO Denied
COUDERT BROTHERS: Dechert Must Reveal Billables From Takeover

CUMBERLAND CORRAL: Golden Corral Can't Terminate Franchise Deals
DETROIT, MI: 6th Circuit Allows Appeals of Bankruptcy Eligibility
DETROIT, MI: Mayor Promises More Jobs, Less Blight for City
DETROIT SERVICE: S&P Revises Outlook to Stable
DIGERATI TECHNOLOGIES: Court Conditionally Approves Plan Outline

DILLARD'S INC: Fitch Affirms 'BB' Capital Securities Rating
DIOCESE OF HELENA: US Trustee Forms Seven-Member Creditor's Panel
DIOCESE OF HELENA: Court Approves Elsaesser Jarzabek as Counsel
DIOCESE OF HELENA: Can Hire William Driscoll as Special Counsel
DYNCORP INTERNATIONAL: S&P Puts 'B+' CCR on CreditWatch Negative

E.H. MITCHELL: Gets Approval to Assume Mineral Lease With SGC
E.H. MITCHELL: Gets Court Approval to Reject CMC Contract
EDISON INTERNATIONAL: Swings to Profit Despite Revenue Drop
ENDICOTT INTERCONNECT: Gets Approval to Reject RFSUNY Contracts
ENDICOTT INTERCONNECT: IBM Opposes Turnover of Funds to Integrian

ENERGY XXI: Fitch Cuts Issuer Default Rating to 'B'
FANNIE MAE: Court Grants Fairholme's Discovery Motion in Suit
FANNIE MAE: Payments to U.S. Will Exceed Bailout
FIA LEVERAGED: Pension Funds Sue on a Deal Gone Cold
FOX & HOUND: Sale to Cerberus Unit, Global Settlement Approved

FOX & HOUND: May Incur Up to $2.3MM DIP Loan From GE Capital
FOX & HOUND: Wants Until July 14 to Decide on Leases
FOX TROT: Gets Court's Approval to File Plan Until May 12
FREEDOM INDUSTRIES: Cooperating With a Grand Jury
FRIENDSHIP DAIRIES: AgStar Financial Opposes Ch. 11 Plan

GETTY IMAGES: Bank Debt Trades at 4% Off
GMG CAPITAL: Amends Schedules of Assets and Liabilities
GRAND CENTREVILLE: Seeks Approval to Settle Wells Fargo's Claim
GYMBOREE CORP: Bank Debt Trades at 10% Off
HAYDEL PROPERTIES: UST Wants Ch.11 Case Converted or Dismissed

HARTFORD & YORK: Stabilis Fund Wins Dismissal of Case
HOSTESS BRANDS: Bankruptcy Exposes Peril to Some U.S. Pensions
HOWREY LLP: "Phantom Income" Haunting Former Partners
HOWREY LLP: Trustee Slaps Reed Smith With Clawback Suit
HRK HOLDINGS: Gets Final Approval to Obtain Loan From Regions Bank

INDYMAC BANCORP: D&O Insurers Move To Settle Fight At 9th Circ.
INNOVATION VENTURES: Moody's Lowers CFR & Sr. Notes Rating to B3
ISTAR FINANCIAL: Fitch Raises Issuer Default Rating to 'B'
IXIA: Gets Listing Nasdaq Non-Compliance Notice
KEEN EQUITIES: April 24 Hearing on Bid to Extend Exclusivity

KEYWELL LLC: NewKey Sues to Determine Validity, Priority of Lien
KINDRED HEALTHCARE: S&P Assigns 'B+' Rating to $1BB Sr. Sec. Loan
LABORATORY PARTNERS: BMC Serving as Administrative Agent
LE-NATURE INC: K&L Gates Co-Defendant Balks at $24M Deal
LE-NATURE INC: K&L Gates' $24M Malpractice Deal OK'd

LEAP WIRELESS: S&P Withdraws 'B-' Corporate Credit Rating
LEVI STRAUSS: S&P Raises CCR to 'BB' on Lower Debt Levels
LIGHTSQUARED INC: Judge Says Ergen Cannot Stop Plan from Advancing
MANCHESTER OAKS: Court Rejects Modified Plan
MAR REALTY: Files Plan; Sale After Exit

MARTIN MIDSTREAM: Moody's Rates $150MM Sr. Unsecured Notes 'B3'
MARTIN MIDSTREAM: S&P Retains 'B-' Rating Following $150MM Add-On
MEDPACE HOLDINGS: S&P Assigns 'B+' CCR; Outlook Stable
MJC AMERICA: East West Bank May Resume Sending Credit Notices
MJC AMERICA: Files List of Top Unsecured Creditors

MODERN PRECAST: Avoidance Suit v. United Concrete Goes to Trial
MONTREAL MAINE: Trustee Seeks Extension of Lease Decision Period
MONTREAL MAINE: Railroad to Emerge from Bankruptcy with New Name
MOSS FAMILY: Hiring Dominger Tuohy as Real Estate Counsel
NEW CENTURY TRS: Karan Russell Claim Disallowed

OCEANSIDE MILE: Taps CBRE Inc as Sales Agent
OCEANSIDE MILE: Hiring Glass Ratner as Financial Advisor
OPTIM ENERGY: Has Final Authority to Tap $115-Mil. in DIP Loans
OXFORD BUILDING: Court Converts Case to Chapter 7
OVERSEAS SHIPHOLDING: Proskauer Sues For Hurt Reputation

PEREGRINE FINANCIAL: Trustee Seeks to Question Imprisoned Founder
PETTERS COMPANY: Vicis Capital To Pay $7.5M In Clawback Settlement
PHOENIX AZ POWER: Bankruptcy Stays McGough et al. Lawsuit
PRIME TIME INT'L: Section 341(a) Meeting Set on April 15
PRM FAMILY: Gets Final Approval to Borrow $2-Mil. from CNG Ranch

PROSPECT PARK: Section 341(a) Meeting Scheduled for April 15
PROVIDERX OF GRAPEVINE: Dallas Judge Clarifies CERx Lien
QUIZNOS: Files for Prepackaged Ch. 11 to Execute Restructuring
REGAL ENTERTAINMENT: Fitch Affirms 'B+' Issuer Default Ratings
RESIDENTIAL CAPITAL: Trust Provides Tax Valuation Information

RESTORA HEALTH: Hearing to Approve Sale Protocol Wednesday
RESTORA HEALTH: Hearing on Term Loan Rescheduled to March 19
RESTORA HEALTH: U.S. Trustee Appoints Five-Member Creditors Panel
RIVER-BLUFF ENTERPRISES: Files for Chapter 11
ROBINSON MEMORIAL: Moody's Confirms B3 Bond Rating; Outlook Neg.

SAMSHI HOMES: Wells Fargo May Proceed With State Court Litigation
SAN BERNARDINO, CA: 9th Circ. Takes Up CalPERS Appeal
SARKIS INVESTMENTS: Plan Solicitation Exclusivity Expires April 30
SARKIS INVESTMENTS: April 9 Hearing on Adequacy of Plan Outline
SBARRO LLC: S&P Withdraws 'D' Corporate Credit Rating

SBMC HEALTHCARE: Disputes Marty McVey's Case Conversion Bid
SBMC HEALTHCARE: Leonard Simon Wants Out as Marty McVey's Counsel
SCOOTER STORE: Can File Chapter 11 Plan Until May 10
SENTINEL MANAGEMENT: Bloom Claims He Was Early Victim of Collapse
SIMPLEXITY LLC: Case Summary & 25 Largest Unsecured Creditors

SOBAREA RANCHES: Court Rules on Bid to Dismiss Suit v. Sobek et al
SRKO FAMILY: To Sell Colorado Crossings; Taps Auctioneer
ST. FRANCIS' HOSPITAL: Teitelbaum to Work as Co-Counsel
STANFORD GROUP: Proskauer, Chadbourne Face Billions In Damages
SUREFIRE INDUSTRIES: Foreclosure Auction Set for April 1

TLC HEALTH: Can Employ Howard P. Schultz as Appraiser
TLC HEALTH: Panel Objects to Hodgson Russ Hiring as Labor Counsel
TOLERX INC: Merck Buying Patent Rights
TOYS R US: Bank Debt Trades at 10% Off
TUSCANY INT'L: March 21 Hearing to Approve Sale Procedures

TUSCANY INT'L: Equity Holders Want Right to Challenge Lenders Lien
TUSCANY INT'L: Files Schedules of Assets and Liabilities
TUSCANY INTERNATIONAL: Seeks to Sell Assets to Secured Lender
TUSCANY INTERNATIONAL: Seeks to Transfer Ecuador Assets
TUSCANY INTERNATIONAL: Objects to Expedited Process

TXU CORP: October 2014 Bank Debt Trades at 37% Off
VAUGHAN COMPANY: Trustee May Recoup $78,300 From Pintados
VILLAGE AT NIPOMO: Gets Approval to Sell Property to Stonesfair
WALTER ENERGY: Bank Debt Trades at 3% Off
VISTEON CORP: "Pierce" Class Granted $314,000 in Legal Costs

WJO INC: Owner Wants Case Converted to Chapter 7 Case
WJO INC: March 19 Hearing on Sole Owner's Motion to Convert Case
WYNN MACAU: Fitch Rates $750MM Sr. Unsecured Notes Add-on 'BB'
XO HOLDINGS: S&P Assigns 'B' Corp. Credit Rating; Outlook Stable
XTREME POWER: March 25 Hearing on Bracewell & Giuliani Employment

XTREME POWER: First Wind to Disclose Assets to Be Purchased
XTREME POWER: March 25 Hearing to Approve Fish & Richardson Hiring

* Bankruptcy Petition Preparer Given Nearly 4 Years of Jail Time
* Bankruptcy Watchdogs Resume Debtor Audits
* Whistle-Blower Awards Are Ordinary Income, Tax Court Says

* Banks Fight Revised U.S. Plan to Monitor Checking Overdraft Fees
* Biggest Banks Said to Face Asset Tax in Republican Plan
* Credit Suisse Helped Clients Hide Billions, Senate Says
* UBS Said to Seek Immunity in Currency-Rigging Probes by EU, U.S.

* Dentons Ups Tally Of Heenan Blaikie Hires to 46
* McGlinchey Stafford Welcomes Randy Dow to Fort Lauderdale Office

* Large Companies With Insolvent Balance Sheets


                             *********


400 WALNUT: Suit v. 4th Walnut, Bank Survives Dismissal Bid
-----------------------------------------------------------
4th Walnut Associates, L.P., Ivy Realty LII, LLC and Ivy Realty
Services, LLC.  The second motion is filed by Sovereign Bank.  Eac

Bankruptcy Judge Stephen Raslavich denied two separate Motions to
Dismiss the Amended Complaint in 400 WALNUT ASSOCIATES, L.P, AND
JOHN TURCHI, Plaintiffs, v. 4TH WALNUT ASSOCIATES L.P., ET AL,
Defendant(s), Adv. Proc. No. 10-456 (Bankr. E.D. Pa.).  The first
motion was filed by 4th Walnut Associates, L.P., Ivy Realty LII,
LLC and Ivy Realty Services, LLC.  The second motion is filed by
Sovereign Bank.  Each movant sought dismissal of the specific
counts directed against them.  A copy of the Court's March 12,
2014 Opinion is available at http://is.gd/OmRXWNfrom Leagle.com.

The lawsuit among others, alleged the Defendants breached a
Forbearance Agreement which the Debtor had reached with Sovereign
Bank.  The Complaint charges 4th Walnut with wrongly interfering
with the arrangement which the Debtor believes it had with
Sovereign.  Specifically, 4th Walnut is alleged to have directed
Sovereign to disavow any agreement to forbear and to restart
foreclosure proceedings.

4th Walnut had acquired the Debtor's $11,985,000 loan from
Sovereign Bank at a discount, paying only $9,550,000.

                         About 400 Walnut

400 Walnut Associates, L.P., owns the Green Tree Apartment
Building, a 67-unit luxury apartment building with one commercial
unit located on a 0.23-acre site at 400-414 Walnut Street,
Philadelphia.

400 Walnut filed for Chapter 11 bankruptcy protection (Bankr. E.D.
Pa. Case No. 10-16094) on July 23, 2010.  Aris J. Karalis, Esq.,
and Robert W. Seitzer, Esq., at Maschmeyer Karalis P.C., represent
the Debtor.  In its schedules, the Debtor disclosed $3,971,481 in
assets and $17,530,958 in liabilities.

Affiliates 23S23 Construction, Inc. (Bankr. E.D. Pa. Case No.
09-12652) and Carriage House Condominiums, LP (Case No. 09-12647)
filed separate Chapter 11 petitions in April 2009.


ABC LEARNING: High Court Won't Disturb Ch. 15 Protection
--------------------------------------------------------
Law360 reported that the U.S. Supreme Court let stand the
bankruptcy protections granted to Australia-based ABC
Developmental Learning Centres Ltd., declining to hear arguments
from creditor RCS Capital Development LLC that the child care
company's foreign insolvency proceedings didn't merit Chapter 15
recognition.

According to the report, RCS had sought to challenge a Third
Circuit finding that ABC was entitled to Chapter 15 recognition
and an automatic stay protecting its U.S. assets from creditor
actions, but the high court denied the company's petition for writ
of certiorari without comment.

                         About ABC Learning

Based in Australia, ABC Learning Centres Limited (ASX: ABS) --
http://www.childcare.com.au/-- provides childcare services and
education in more than 1,200 centers in Australia, New Zealand,
the United States and the United Kingdom.  The Company's
subsidiaries include A.B.C. Developmental Learning Centers Pty
Ltd., A.B.C. Early Childhood Training College Pty Ltd., Premier
Early Learning Centers Pty Ltd., A.B.C. Developmental Learning
Centers (NZ) Ltd., A.B.C. New Ideas Pty Ltd., A.B.C. Land Holdings
(NZ) Limited and Child Care Centers Australia Ltd.  On Jan. 26,
2007, it acquired La Petite Holdings Inc.  On Feb. 2, 2007, it
acquired Forward Steps Holdings Ltd.  On March 23, 2007, it
acquired Children's Gardens LLP.  In September 2007, the Company
purchased the Nursery division (Leapfrog Nurseries) from Nord
Anglia Education PLC.  In June 2008, the Company completed the
sale of a 60% stake in its United States business to Morgan
Stanley Private Equity.

In November 2008, ABC Learning Centres Limited appointed Peter
Walker and Greg Moloney of Ferrier Hodgson as voluntary
administrators of the company and a number of its subsidiaries.
Subsequent to the appointment of administrators, the company's
banking syndicate appointed Chris Honey, Murray Smith and John
Cronin of McGrathNicol as receivers.

The Administrators filed a Chapter 15 petition for the Company
(Bankr. D. Del. Case No. 10-11711) on May 26, 2010.  Joel A.
Waite, Esq., at Young, Conaway, Stargatt & Taylor, represents the
Petitioners in the Chapter 15 case.  ABC's debts and assets were
estimated to be between US$100 million and US$500 million.

A separate Chapter 15 petition was filed for affiliate A.B.C.
USA Holdings Pty Ltd., listing assets and debts of at least
US$100 million.


AMEREN ILLINOIS: Fitch Raises Preferred Stock Rating From 'BB+'
---------------------------------------------------------------
Fitch Ratings has upgraded the long-term Issuer Default Rating
(IDR) of Ameren Corp. (AEE) by one notch to 'BBB+' from 'BBB'.
Fitch has also upgraded the long-term IDR of Ameren Illinois
Company (AIC) by one notch to 'BBB' from 'BBB-'.  Fitch has
affirmed the long-term IDR of Union Electric Co. (UE) at 'BBB+'.
The Rating Outlook is Stable for all three entities.

Fitch has also upgraded AIC's short-term IDR to 'F2' from 'F3' and
affirmed AEE and UE's short-term IDRs at 'F2'.  Fitch has upgraded
and concurrently withdrawn AIC's CP rating as the program was
terminated in 2013.

AEE's ratings upgrade reflects:

   -- Reduced business risk due to the divestiture of the merchant
      business;
   -- Robust financial performance;
   -- Solid credit profiles of regulated utility subsidiaries UE
      and AIC;
   -- Significant capex growth in investments with attractive
      returns;
   -- Ample access to liquidity and low parent-only debt.

The ratings upgrade primarily reflects AEE's successful completion
of the divestiture of its merchant business.  AEE's exit from the
volatile merchant operations significantly reduces business risk
and allows the company to focus entirely on growing its more
stable and predictable utility subsidiaries.  The divestiture
results in the removal of $825 million of existing merchant debt
from AEE's consolidated capital structure and generates interest
expense savings of approximately $59 million per year.

AEE will retain some cash flow exposure for up to two years
following the divesture in the form of credit support and
guarantees for various merchant financial contracts, which are
supported by a $25 million guarantee from the acquirer Dynegy.
Fitch does not expect AEE to incur any significant cash outflows
associated with the guarantees, and Fitch has not factored any
related cash flow exposure in its analysis.

The ratings upgrade also recognizes AEE's sustained solid
financial performance that results in credit metrics that are
above Fitch's prior expectations.  As a result, Fitch forecasts
that AEE's credit metrics will be more in line with Fitch's
benchmark ratios for the 'BBB+' rating category.  Fitch forecasts
the ratios of Adj. Debt/EBITDAR, FFO-lease adj. leverage, and FFO
fixed charge coverage, to average 3.4x, 3.4x, and 5.2x,
respectively, over 2014-2016. For the fiscal year ended Dec. 31,
2013, Adj.  Debt/EBITDAR, FFO-lease adj. leverage and FFO fixed
charge coverage were 3.3x, 2.9x, and 5.1x, respectively.

The key factors driving AEE's projected financial measures include
the assumption of balanced regulatory outcomes at the utilities, a
continued efficient management of consolidated leverage with
opportunistic debt redemptions and associated interest savings,
the incremental earnings from projected investments in
transmission that receive supportive FERC regulatory treatment,
and parent cash flow benefits from existing NOLs that offset the
cash flow hit from the expiration of bonus depreciation.

AEE's credit profile reflects the relatively stable and
predictable operating cash flows of its regulated utility
subsidiaries UE and AIC and the financial support it receives from
them in the form of dividends for the payment of corporate
expenses, debt service obligations, dividends to common
shareholders, and for other business matters.  For the fiscal year
ended Dec. 31, 2013, UE and AIC represented approximately 67% and
33% of consolidated operating EBITDA, respectively.  Fitch
forecasts both subsidiaries to display strong credit protection
measures for their respective rating category over 2014-2016, with
adjusted leverage measures in the low 3xs.

AEE's projected capital spending program is significantly higher
than its historical norm over the next five years.  AEE plans on
spending between $8.1 billion and $8.7 billion of consolidated
capex over 2014-2018, compared with approximately $6.41 billion
over the previous five historical years.  Planned capex includes
spending $2.25 billion on FERC-regulated transmission investments
via AIC and AEE's transmission subsidiary Ameren Transmission Co.
of Illinois (ATXI).

ATXI is building three MISO-approved multi-value projects for a
total cost of more than $1.4 billion through 2019.  FERC rate
design provides for timely recovery of capital investments via
annual rate reconciliations and permits inclusion of CWIP into
rate base, supporting cash flows during construction phase.  AEE's
remaining capex is earmarked towards the maintenance and upgrade
of utility infrastructure, with a large portion of spend projected
in Illinois where the formula-rate plan (FRP) regulatory framework
applicable to the electric delivery business mitigates the lag
associated with the recovery of those capital investments.

Fitch expects utility capex to be financed in a conservative
manner with a balanced mix of internally generated cash flows and
long-term debt issuances.  Fitch anticipates AEE to fund ATXI's
capex requirements via equity contributions of between $350
million and $400 million and via use of inter-company borrowings
that Fitch estimates to amount to roughly $400 million over 2014-
2016.

Fitch does not consider AEE's committed financial support to ATXI,
including a potential uptick in parent-level debt, to be a rating
concern, given AEE's favorable cash flow position that management
plans to leverage on to support ATXI over the next few years.
Robust cash flows rely on the availability of approximately $600
million of consolidated tax benefits, including $450 million at
AEE, that management expects to realize into 2016, and the
sustained solid financial profile of the utilities that provide
steady dividend distributions and will not require any parent
equity infusions over the forecast period.

Fitch considers liquidity to be strong.  The funding needs of
AEE's regulated subsidiaries are supported through the use of
available cash, short-term intercompany borrowings, drawings under
bank credit facilities, and an inter-company money pool.  There is
a total of $1 billion of credit capacity available for borrowings
under UE's bank credit facility and a total of $1.1 billion of
credit capacity available under AIC's bank credit facility.  Both
credit facilities mature in November 2017.  At Dec. 31, 2013,
there was $1.74 billion of consolidated available liquidity,
including $1.71 billion of unused credit facilities and $30
million of cash and cash equivalents.  AEE had $368 million of
commercial paper borrowings and $14 million of letters of credit
outstanding.

Consolidated long-term debt maturities are considered to be
manageable, with $534 million due in 2014, $120 million in 2015,
and $395 million due in 2016.  Fitch expects AEE and subs to
continue to enjoy ample access to the debt capital markets to fund
capex and to refinance long-term debt maturities at attractive
terms.

The ratings also recognize the low level of parent-only debt and
expectations that AEE will continue to manage parent-only leverage
in a conservative manner.
AIC

AIC's ratings upgrade reflects:

-- Increased regulatory predictability
-- Robust financial performance
-- Elevated but manageable capex
-- Ample access to liquidity

AIC's ratings upgrade is supported by the implementation in May
2013 of new Illinois legislation (S.B.9) that provides increased
regulatory predictability and results in a more supportive credit
profile at AIC. The new legislation clarified certain formula rate
plan (FRP)-related provisions that had been the subject of
material disagreement in previous proceedings.  The FRP,
implemented in October 2011, recognizes forward-looking rate base
additions and includes a true-up mechanism minimizing, albeit not
eliminating, regulatory lag.  Fitch had viewed the first two FRP
rate decisions that had resulted in $53 million of total rate
reduction as less than favorable, raising concerns that the FRP
legislation had not led to an improved Illinois regulatory
construct.

AIC's most recent electric rate decision in December 2013 resulted
in a net rate reduction of $45 million, effective Jan. 1, 2014,
which was in line with AIC's original rate reduction request.  In
December 2013, AIC also received a gas base rate increase of
$32 million, effective Jan. 1, 2014, based on a 2014 test year, a
9.1% ROE, and a 51.7% common equity ratio.  New legislation
implemented in July 2013 reduces regulatory lag on gas
infrastructure investments via a rider mechanism and use of
forward-looking test years.  AIC's gas business represented
approximately 37% of operating revenues for the year ended
Dec. 31, 2013.

The ratings upgrade is also supported by AIC's sustained solid
financial performance that results in credit metrics that are
above Fitch's prior expectations.  As a result, Fitch projects
credit metrics to be more in line with Fitch's benchmark ratios
for the 'BBB' rating category.  Fitch forecasts the ratios of
Adj. Debt/EBITDAR, FFO-lease adj. leverage, and FFO fixed charge
coverage, to average 3.1x, 3.4x, and 4.5x, respectively, over
2014-2016.  Fitch's projections assume that AIC receives timely
and adequate recovery of planned capital investments in the
context of annual FRP proceedings.  For the fiscal year ended
Dec. 31, 2013, Adj. Debt/EBITDAR, FFO-lease adj. leverage, and FFO
fixed charge coverage were 2.9x, 2.9x and 3.9x, respectively.

Capex is projected to average $3.53 billion over 2014-2018.  The
elevated capital spending is primarily driven by the Illinois
Energy Infrastructure Modernization Act (IEIMA), under which AIC
plans on spending an incremental $640 million of capital
investments over 10 years, including $265 million on distribution
infrastructure upgrades and $375 million on smart-grid and smart
meter related projects.  The FRP legislation provides for recovery
through annual filings.

AIC also plans on spending incremental amounts in its gas
business.  Fitch expects AIC to recover gas investments via an
infrastructure rider.  Projected capex also includes approximately
$850 million of transmission investments planned over the next
five years, which should enjoy credit supportive FERC regulatory
treatment.

Fitch expects AIC to finance capex in a conservative manner, using
a balanced mix of internally generated funds and long-term debt
issuances.

Fitch considers liquidity to be strong. AIC has access to a total
of $800 million of credit capacity under a $1.1 billion bank
credit facility that expires in Nov. 2017.  AIC shares the credit
facility with its parent AEE, which has a sub borrowing limit of
$300 million.  At Dec. 31, 2013, there were no borrowings
outstanding under the facility.  AIC had $1 million of cash and
cash equivalents.  There are no long-term debt maturities until
$129 million due in 2016 and $250 million due in 2017.
UE

Affirmation of UE's ratings reflects:

-- Solid credit metrics
-- Balanced regulatory framework despite regulatory lag
-- Manageable capex program
-- Ample liquidity

The rating affirmation reflects UE's sustained solid financial
performance. For the fiscal year ended Dec. 31, 2013, the ratios
of Adj.  Debt/EBITDAR, FFO-lease adj. leverage, and FFO fixed
charge coverage were 2.9x, 2.9x and 5.6x, respectively. New
electric base rates effective Jan. 2013 were the primary drivers
of UE's solid financial performance.  Fitch expects UE's credit
metrics to remain strong for the current rating category over the
forecast period.  Fitch forecasts Adj. Debt/EBITDAR, FFO-lease
adj. leverage, and FFO fixed charge coverage, to average 3.0x,
3.0x, and 5.3x, respectively, over 2014-2016.

UE plans on filing a new electric rate case in July 2014 with new
rates to be effective in mid-2015.  The primary drivers for the
rate filing are the recovery of operating costs, including higher
net fuel costs, and capital investments associated with the
replacement of the nuclear reactor head at the Callaway plant and
upgrades to precipitators at the coal-fired Labadie plant.  Both
projects are scheduled for completion during Q4 2014.

UE has received balanced decisions in its most recent rate cases,
including in the company's last rate order in December 2012, where
it received approximately 80% of its updated rate request.  Fitch
has assumed in its Base Case model a rate increase that is
relatively in line with prior decisions.  Regulatory lag continues
to be a credit concern.  Nevertheless, Missouri rate design does
feature various cost trackers for major operating expenses and a
fuel adjustment clause that contributes to earnings predictability
and stability.

Fitch estimates capex to average $3.38 billion over 2014-2018.
Capital spending is earmarked primarily towards the maintenance
and upgrade of UE's generation, transmission, and distribution
systems.  Capex also includes a modest amount associated with
environmental investments, representing approximately 4% of total
capex over the next five years.

Fitch expects UE to finance capex in a conservative manner with a
balanced mix of internally generated cash flows and long-term debt
issuances.

Fitch considers liquidity to be strong. UE has access to a total
of $800 million of credit capacity under a $1 billion bank credit
facility that matures in November 2017.  UE shares the credit
facility with parent AEE, which has a sub-borrowing limit of $500
million.  At Dec. 31, 2013, there were no borrowings outstanding
under the facility. UE had $1 million of cash and cash
equivalents. Long-term debt maturities are considered manageable
with $109 million due in 2014, $120 million due in 2015, and $266
million due in 2016.

RATING SENSITIVITIES

AEE
Factors that could lead to a positive rating action: no positive
rating actions are anticipated in the near term.

Factors that could lead to a negative rating action: Any negative
rating actions at the utilities, such as due to adverse rate
decisions in rate cases, would likely lead to a negative rating
action at AEE, given the strong earnings and cash flow linkage.

AIC
Factors that could lead to a positive rating action: Adj.
debt/EBITDAR below 3.5x and FFO lease-adj. leverage below 4x on a
sustained basis could lead to positive rating actions.

Factors that could lead to a negative rating action: Inability to
timely recover via FRP and FERC proceedings a sizeable $2.27
billion of capex over the forecast period could pressure the
ratings.

UE
Factors that could lead to a positive rating action: no positive
rating actions are anticipated in the near term.

Factors that could lead to a negative rating action: Unexpected
unfavorable rate outcomes could pressure the ratings and lead to
negative rating actions.  Adj. debt/EBITDAR at or above 3.75x and
FFO lease-adj. leverage at or above 4.25x on a sustained basis
could lead to negative rating actions.

Fitch has upgraded the following ratings with a Stable Outlook:

AEE
--IDR to 'BBB+' from 'BBB';
--Senior unsecured debt to 'BBB+' from 'BBB'.

AIC
--IDR to 'BBB' from 'BBB-'
--Senior secured debt to 'A-' from 'BBB+';
--Senior unsecured debt to 'BBB+' from 'BBB';
--Preferred stock to 'BBB-' from 'BB+';
--Short-term IDR to 'F2' from 'F3';
--Commercial paper (CP) to 'F2' from 'F3' and concurrently
withdrawn.

Fitch has affirmed the following ratings with a Stable Outlook:

AEE
--Short-term IDR and CP at 'F2';
UE
--IDR at 'BBB+';
--Senior secured debt at 'A';
--Senior unsecured debt at 'A-';
--Preferred stock at 'BBB';
--Short-term IDR and CP at 'F2'


ANCHOR BANCORP: Former Official Faces Fraud Charges
---------------------------------------------------
Jacqueline Palank, writing for The Wall Street Journal, reported
that the watchdog in charge of monitoring TARP recipients
announced criminal charges against a former official of Anchor
Bancorp Wisconsin Inc. for allegedly orchestrating a fraudulent
real-estate deal.

According to the report, David Weimert, 63, was indicted in the
U.S. District Court in Madison, Wis., on six counts of wire fraud
relating to a real-estate development transaction he worked on as
senior vice president of lending administration and as a president
of an Anchor subsidiary that invested in real-estate developments.
The charges are the result of a probe conducted by the Federal
Bureau of Investigation and the Office of the Special Inspector
General for the Troubled Asset Relief Program (SIGTARP).

Mr. Weimert's attorney, Stephen Meyer, said his client didn't
commit a crime and will plead not guilty, the report related.

"I don't think what's been alleged is a crime. The bottom line is
that my client worked really hard to put together a successful
sale of property during a time period when the economy was
crashing, and the bank was directing him to liquidate the property
in question," Mr. Meyer said, the report cited.  "The end result
was that it converted one of Anchor Bank's nonperforming assets, a
negative on the books, into a profitable performing loan, a
positive for the bank."

Mr. Weimert faces a maximum penalty of 30 years' imprisonment on
each count of wire fraud, the report pointed out.

                     About Anchor Bancorp

Madison, Wisconsin-based Anchor BanCorp Wisconsin Inc. sought
protection under Chapter 11 of the Bankruptcy Code on Aug. 12,
2013 (Case No. 13-14003, Bankr. W.D. Wis.) to implement a
"pre-packaged" plan of reorganization in order to facilitate the
restructuring of the Company and the recapitalization of
AnchorBank, fsb, a wholly-owned subsidiary of the Company.

As of March 31, 2013, the Debtor listed total assets of
$2,367,583,000 and total liabilities of $2,427,447,000.  Chief
Judge Robert D. Martin oversees the Chapter 11 case.  The Debtor
is represented by Kerkman Dunn Sweet DeMarb as lead bankruptcy
counsel and Skadden, Arps, Slate, Meagher & Flom LLP, as special
counsel.  CohnReznick LLP serves as the Debtor's financial
advisor.

Anchor BanCorp is a registered savings and loan holding company
incorporated under the laws of the State of Wisconsin.  The
Company is engaged in the savings and loan business through its
wholly owned banking subsidiary, AnchorBank, fsb.

Anchor BanCorp and its wholly-owned subsidiaries, AnchorBank FSB,
each consented to the issuance of an Order to Cease and Desist by
the Office of Thrift Supervision.  The Corporation and the Bank
continue to diligently work with their financial and professional
advisors in seeking qualified sources of outside capital, and in
achieving compliance with the requirements of the Orders.

In connection with the Plan, the Company has entered into
definitive stock purchase agreements with institutional and other
private investors as part of a $175 million recapitalization of
the institution.  No new investor will own in excess of 9.9
percent of the common equity of the recapitalized Holding Company.

The reorganization filing includes only Anchor BanCorp, the
holding company for the Bank, allowing the Bank to remain outside
of bankruptcy and to continue normal operations.  The Bank
operates 55 offices throughout Wisconsin.  Operations at the Bank
will continue as usual throughout the reorganization process.

Anchor BanCorp Wisconsin Inc. on Aug. 30 disclosed that the
Holding Company has received court approval of its recently
announced plan of reorganization.  U.S. Bankruptcy Court Judge
Robert Martin approved the plan at a hearing on Aug. 30.


ARCHDIOCESE OF MILWAUKEE: Disclosure Statement Hearing on April 17
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Wisconsin
has scheduled an April 17 hearing on the disclosure statement
explaining the Archdiocese of Milwaukee's Chapter 11 plan of
reorganization.

The hearing will be held at 10:00 a.m. on April 17 at Room 167,
517 E. Wisconsin Avenue, Milwaukee, Wisconsin 53202-4581.

Objections to the adequacy of the information in the Disclosure
Statement are due April 4, 2014.

Objections must be received by the Clerk's office with a copy to:

         Daryl L. Diesing
         WHYTE HIRSCHBOECK DUDEK S.C.
         555 East Wells Street, Suite 1900
         Milwaukee, WI 53202-3819
         E-mail: ddiesing@whdlaw.com

                            The Plan

As reported in the Feb. 21, 2014 issue of the TCR, the Archdiocese
of Milwaukee filed a plan of reorganization that would set aside
$4 million to pay off the claims of alleged clergy sex abuse
victims.

The plan filed Feb. 12 with the U.S. Bankruptcy Court for the
Eastern District of Wisconsin (Milwaukee) would establish a fund
worth $4 million, which would be made available to sex abuse
victims through a loan.  Up to $1 million of that could be used
to sue the archdiocese's insurance companies to increase the
funds available for victims.

Archbishop Jerome Listecki said in an earlier statement that the
Milwaukee archdiocese would use its property as collateral
for the loan.

The restructuring plan also would create a fund worth $500,000
for lifetime therapy for the victims and pay an estimated
$5 million for legal and accounting fees incurred in connection
with the archdiocese's bankruptcy case.

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

The proposed plan outlines an operational structure for the
archdiocese that would allow it to continue its ministry in the
community.

A full-text copy of the Chapter 11 reorganization plan and
disclosure statement is available for free at http://is.gd/j3eXBW

                  About Archdiocese of Milwaukee

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

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

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

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

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


ASHLEY STEWART: Section 341(a) Meeting Set on April 16
------------------------------------------------------
A meeting of creditors in the bankruptcy case of Ashley Stewart
Holdings, Inc., and its debtor affiliates will be held on
April 16, 2014, at 11:00 a.m. at Suite 1401, One Newark Center.
Creditors have until July 15, 2014, to submit their proofs of
claim.

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.

Ashley Stewart Holdings Inc. and affiliates New Ashley Stewart
Inc., AS IP Holdings Inc. and NAS Gift LLC filed Chapter 11
petitions in Newark, New Jersey (Bankr. D.N.J. Case Nos. 14-14383
to 14-14386) on March 10, 2014.  Michael A. Abate signed the
petitions as senior vice president finance/treasurer.  Ashley
Stewart Holdings estimated assets and liabilities of at least $10
million.  The Hon. Michael B. Kaplan oversees the case.

Curtis, Mallet-Prevost, Colt & Mosle LLP serves as the Debtors'
general counsel.  Cole, Schotz, Meisel, Forman & Leonard, P.A., is
the Debtors' local counsel.  PricewaterhouseCoopers LLP acts as
the Debtors' financial advisor.  Prime Clerk LLC serves as the
Debtors' claims and noticing agent.


ASHLEY STEWART: Meeting to Form Creditors' Panel on March 19
------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on March 19, 2014 at 10:00 a.m. in
the bankruptcy case of Ashley Stewart Holdings, Inc et al.  The
meeting will be held at:

         United States Trustee's Office
         One Newark Center, 1085 Raymond Blvd.
         14th Floor, Room 1401
         Newark, NJ 07102

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

Plus-sized women's clothing retailer Ashley Stewart Holdings Inc.
sought Chapter 11 protection with plans to close 27 of 168 stores
and seeking a going-concern buyer for its remaining operations.

Ashley Stewart Holdings Inc. and affiliates New Ashley Stewart
Inc., AS IP Holdings Inc. and NAS Gift LLC filed Chapter 11
petitions in Newark, New Jersey (Bankr. D.N.J. Case Nos. 14-14383
to 14-14386) on March 10, 2014.  Michael A. Abate signed the
petitions as senior vice president finance/treasurer.  Ashley
Stewart Holdings estimated assets and liabilities of at least $10
million.  The Hon. Michael B. Kaplan oversees the case.


BERNARD L. MADOFF: Former Aide on Trial Wins Dismissal of 2 Counts
------------------------------------------------------------------
Joseph Ax, writing for Reuters, reported that one of five former
Bernard Madoff aides on trial for abetting his massive Ponzi
scheme will face two fewer counts when the case goes to a jury,
after a judge agreed to throw out charges that he arranged for his
son to get a no-show job at the firm.

According to the report, in an opinion, U.S. District Judge Laura
Taylor Swain in Manhattan federal court granted Daniel Bonventre's
motion to dismiss the counts, which charged him with violating
federal law by causing false documents to be filed with the
Department of Labor.  However, Judge Swain denied motions from
Bonventre and from two other defendants, portfolio manager Annette
Bongiorno and Joann Crupi, to dismiss a number of other counts
related to alleged tax violations.

The five defendants, who also include former computer programmers
Jerome O'Hara and George Perez, have said they were duped by
Madoff into believing the business was legitimate, the report
said.

The trial continues on Monday. The case is USA v. O'Hara et al,
U.S. District Court, Southern District of New York, No. 10-cr-
0228.

                     About Bernard L. Madoff

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

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

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

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

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

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

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


BROOKE CORP: Court Says CJD Statutory or Per Se Insider
-------------------------------------------------------
In the lawsuit, CHRISTOPHER J. REDMOND, Chapter 7 Trustee of
Brooke Corporation, Brooke Capital Corporation, and Brooke
Investments, Inc., Plaintiff, v. CJD & ASSOCIATES, LLC, a/k/a
DAVIDSON-BABCOCK, Defendant, Adv. Proc. No. 11-6236 (Bankr. D.
Kan.), Bankruptcy Judge Dale L. Somers denied the request of CJD &

In the lawsuit, CHRISTOPHER J. REDMOND, Chapter 7 Trustee of
Brooke Corporation, Brooke Capital Corporation, and Brooke
Investments, Inc., Plaintiff, v. CJD & ASSOCIATES, LLC, a/k/a
DAVIDSON-BABCOCK, Defendant, Adv. Proc. No. 11-6236 (Bankr. D.
Kan.), Bankruptcy Judge Dale L. Somers denied the request of CJD &
Associates, LLC, to file an amended answer denying the Plaintiff's
allegation that CJD is an insider of the Debtors, which CJD
admitted in its previously filed answer.  The Plaintiff opposed
the motion primarily on the ground that the amendment would be
futile since CJD satisfies the statutory definition of a per se
insider.  On Feb. 2, 2012, the Trustee filed his Amended Complaint
against CJD.  It seeks to avoid preferential or fraudulent
transfers made by Brooke Capital to CJD, and to recover the value
thereof.

In denying the request, Judge Somers agreed with the Plaintiff
that CJD is a per se insider of Brooke Corp and Brooke Capital.
Judge Somers said the proposed amendment would be futile because,
under the uncontroverted facts as to the relationship of CJD with
the Brooke entities, CJD is a statutory or per se insider.

A copy of Judge Somer's March 10, 2014 Memorandum Opinion and
Order is available at http://is.gd/4mvnXBfrom Leagle.com.

                       About Brooke Corp.

Based in Kansas, Brooke Corp. -- http://www.brookebanker.com/--
was an insurance agency and finance company.  The company owned
81% of Brooke Capital.  The majority of the company's stock was
owned by Brooke Holding Inc., which, in turn was owned by the Orr
Family.  A creditor of the family, First United Bank of Chicago,
foreclosed on the BHI stock.  The company's revenues were
generated from sales commissions on the sales of property and
casualty insurance policies, consulting, lending and brokerage
services.

Brooke Corp. and Brooke Capital Corp. filed separate petitions for
Chapter 11 relief on Oct. 28, 2008; Brooke Investments, Inc. filed
for Chapter 11 relief on Nov. 3, 2008 (Bankr. D. Kan. Lead Case
No. 08-22786).  Angela R. Markley, Esq., was the Debtors' in-house
counsel.  Albert Riederer was appointed as the Debtors' Chapter 11
trustee.  He acted as special master of Brooke in prepetition
federal court proceedings.  Benjamin F. Mann, Esq., John J.
Cruciani, Esq., and Michael D. Fielding, Esq,, at Husch Blackwell
Sanders LLP, and Kathryn B. Bussing, Esq., at Blackwell Sanders
LLP, represented the Chapter 11 trustee as counsel.  David A.
Abadir, Esq., and Robert J. Feinstein, Esq., at Pachulski Stang
Ziehl & Jones LLP, Kristen F. Trainor, Esq., and Mark Moedritzer,
Esq., at Shook, Hardy & Bacon, represented the Official Committee
of Unsecured Creditors as counsel.  The Debtors disclosed assets
of $512,855,000 and debts of $447,382,000.

On Oct. 29, 2008, the Court granted a motion to jointly administer
the bankruptcies of Brooke Corporation, Brooke Capital, and Brooke
Investment with the Brooke Corporation bankruptcy case being the
lead case.

The case was converted to Chapter 7 on June 29, 2009.  Christopher
J. Redmond was named Chapter 7 Trustee.  He is represented by
Benjamin F. Mann, Esq., John J. Cruciani, Esq., and Michael D.
Fielding, Esq., at Husch Blackwell LLP.


C.P. HALL: Adversary Suits v. PI Creditors Dismissed
----------------------------------------------------
Judge A. Benjamin Goldgar of the U.S. Bankruptcy Court for the
Northern District of Illinois, Eastern Division, issued a ruling
on March 12, 2014, granting motions to dismiss adversary
complaints of James Shipley filed in the Chapter 7 case of The
C.P. Hall Company, a defunct distributor of raw asbestos products.

Mr. Shipley, as representative of his late wife's estate, filed a
proof of claim in the bankruptcy case for $3,362,465 asserting
damages for personal injuries of his wife.  Mr. Shipley filed an
adversary complaint against certain personal injury creditors
represented by Cooney & Conway.  In his complaint, Mr. Shipley
sought a determination that he had a lien on certain insurance
proceeds, that any lien the creditors had was invalid, and that to
the extent both he and the creditors had liens, his was superior
to theirs.  Mr. Shipley also objected to the creditors' claim
totaling $121,610, 107.

In September 2013, Mr. Shipley filed another adversary complaint,
this one against the creditors represented by the O'Brien Law
Firm.  The new complaint differed somewhat from the first
complaint.  Mr. Shipley sought a determination only that any lien
the creditors claimed to have on certain insurance proceeds was
invalid.  He also objected to the creditors' claim totaling
$30,900,000.

The Bankruptcy Court noted that the main bone of contention
between the parties, ironically, is not the sufficiency of the
process but rather the sufficiency of service.  Mr. Shipley takes
the position that Rule 7004(b)(8) of the Federal Rules of
Bankruptcy Procedure entitled him to serve the creditors by
serving their lawyers because the lawyers were the creditors'
"agents" for purposes of the rule.  The creditors disagree.

Judge Goldgar ruled that because the process itself was
insufficient, service of process necessarily failed to confer
personal jurisdiction over the defendants.  There is consequently
no need at this juncture to reach the sufficiency of service as
sufficiency of service will be a question for another day should
Shipley choose the same method of serving his amended complaints,
Judge Goldgar said.

Accordingly, Judge Goldgar granted the motions of the defendant
creditors to dismiss the adversary complaints of Mr. Shipley, and
quashed the process in both adversary proceedings.  The Court
granted Mr. Shipley has leave to file amended complaints bearing
proper captions, and new summonses may issue.

The adversary proceedings are JAMES SHIPLEY, Plaintiff, v. COONEY
& CONWAY CREDITORS, Defendants, No. 13 A 1070, and JAMES SHIPLEY,
Plaintiff, v. O'BRIEN CREDITORS, Defendants, No. 13 A 1156 (In re
In re: THE C.P. HALL COMPANY, Chapter 7, Debtor, No. 11-B-
26443)(N.D. Ill.).  A full-text copy of Judge Goldgar's memorandum
opinion is available at http://is.gd/rBuzvDfrom Leagle.com.


CAESARS ENTERTAINMENT: Bank Debt Trades at 6% Off
-------------------------------------------------
Participations in a syndicated loan under which Caesars
Entertainment Inc. is a borrower traded in the secondary market at
93.91 cents-on-the-dollar during the week ended Friday, March 14,
2014, according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal.  This represents
an increase of 0.16 percentage points from the previous week, The
Journal relates.  Caesars Entertainment Inc. pays 525 basis points
above LIBOR to borrow under the facility.  The bank loan matures
on Jan. 1, 2018, and carries Moody's B3 rating and Standard &
Poor's B- rating.  The loan is one of the biggest gainers and
losers among 205 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

                  About Caesars Entertainment

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

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

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

                           *     *     *

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

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

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

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


CARLOS COLLAZO: Court Rules on Summary Judgment Bid in Eller Suit
-----------------------------------------------------------------
In the case, KARL ELLER and RED RIVER RESOURCES, INC., Plaintiffs,
v. CARLOS MIGUEL COLLAZO, Defendant, Adv. Proc. No. 12-03060
(Bankr. N.D. Cal.), Bankruptcy Judge Thomas E. Carlson ruled on
Carlos Collazo's motion for summary judgment and to dismiss for
failure to state a claim upon which relief may be granted.

In their amended complaint, the Eller Parties seek a determination
that the entire amount set forth in their proofs of claim ($18
million) be excepted from discharge and/or be enforceable against
Collazo upon denial of his discharge.

Collazo seeks summary judgment determining that the only claim the
Eller Parties retain against him personally is the $3 million non-
dischargeable claim he stipulated to in the Settlement Agreement.
Collazo contends that the claims are barred by the language in a
settlement agreement in which the Eller Parties agree to "support
an exit from the Collazo bankruptcy."  Collazo also contends that
the denial-of-discharge claims are moot because he submitted
declarations demonstrating that he rescinded a promissory note and
dismissed an indemnity action in August 2013.  In the alternative,
Collazo seeks dismissal of the denial-of-discharge claims on the
basis that the allegations in the amended complaint are
insufficient to state a valid claim for relief under 11 U.S.C.
Section 727.

The Eller Parties and Carlos Collazo were involved in two pre-
petition lawsuits that arose out of the Eller Parties' investment
in companies controlled by Collazo.  Red River sued Collazo,
Mariner Systems, Inc., and Xybersource, Inc. for fraud, breach of
contract, and securities fraud in the Federal District Court in
Arizona.  Eller sued Collazo, Mariner, and Marsys Digital, LLC for
fraud and diversion of assets in Arizona state court.

Collazo filed a chapter 11 petition (Bankr. N.D. Cal. Case No.
12-30217) on Jan. 23, 2012, staying both the Federal Litigation
and the State-Court Action.  The court appointed a chapter 11
trustee on Aug. 10, 2012.

Collazo, Red River, and Eller executed a written agreement on
June 15, 2013.

The agreement purports to cover all existing claims against
Collazo by the Eller Parties.  All such claims were released,
except for the following "Retained Claims:" (1) a $15 million
unsecured claim against Collazo's bankruptcy estate; and (2) a
$3 million non-dischargeable debt against Collazo personally.
Collazo agreed to cause his parents to convey their residence in
Miami (the Residence) to the Eller Parties free and clear of all
liens and encumbrances. Collazo represented and warranted that he
had no interest in the Residence. That Collazo had no interest in
the Residence is important, because if the Residence is property
of his bankruptcy estate, other creditors of the estate would be
entitled to share in the proceeds from its sale.

After the Settlement Agreement was signed, the parties promptly
began to implement it.  Red River secured a judgment against
Collazo in the Federal Litigation in the amount of $3 million, the
liability that Collazo agreed was to be non-dischargeable.
Collazo's parents conveyed the Residence to the Eller Parties'
nominee on June 28, 2013.

Then Collazo did something that was not contemplated in the
Settlement Agreement. On July 10, 2013, Collazo gave his parents a
promissory note in the amount of $1.3 million, which he said was
to compensate them for transferring the Residence to the Eller
Parties.  On July 23, 2013, Collazo filed an action against
Mariner in the San Francisco Superior Court, seeking
indemnification for liabilities he incurred (i.e. the Note) as a
result of duties he performed for Mariner (the Indemnity Action).

The Eller Parties allege that the Note and the Indemnity Action
allegedly harmed them in the following manner. The Trustee had
sold Collazo's shares in Mariner to a third party in May 2013. The
Note and Indemnity Action caused Trustee and Mariner to assert
that the Residence was property of the estate that must be shared
with other creditors. The claim that the Residence was property of
the estate allegedly hampered the Eller Parties in negotiating a
global settlement agreement with the Trustee and other creditors,
with the result that the Eller Parties were forced to accept a
smaller distribution on their claims against the estate.

On Oct. 14, 2013, the Eller Parties filed the amended complaint,
asserting three new causes of action in which the Eller Parties
seek to have the Bankruptcy Court deny Collazo's discharge under
section 727 of the Bankruptcy Code on the basis of his failure to
disclose the Note and Indemnity Action.

In a March 10, 2014 Memorandum Decision available at
http://is.gd/MiHr55from Leagle.com, the Court said the Collazo
motion is granted, in part, and denied, in part. Summary judgment
is granted as follows: the Settlement Agreement limits Collazo's
post-bankruptcy personal liability to the Eller Parties for pre-
settlement acts to $3 million, irrespective of whether the Eller
Parties prevail in their denial-of-discharge action.

Summary judgment is denied as follows: the Settlement Agreement
addresses only pre-Settlement Agreement monetary claims between
the parties and does not bar the Eller Parties from seeking to
deny Collazo's discharge. The Fed.R.Civ.Proc. Rule 12(b)(6) motion
to dismiss the denial-of-discharge claims is granted with leave to
amend.


CARPATHIAN GOLD: Delays Filing of Annual Financial Statements
-------------------------------------------------------------
Carpathian Gold Inc. on March 14 disclosed that it has determined
that it will not be able to file its annual audited financial
statements for the year ended December 31, 2013 and its related
Management's Discussion and Analysis and Chief Executive Officer
and Chief Financial Officer certifications by the prescribed
filing deadline of March 31, 2014.

The Company is currently not in a position to timely file the
Required Filings.  The Company has identified possible
irregularities associated with a third party service provider that
formerly provided services to the Company's Brazilian operations.
Despite its efforts, the Company requires additional time to
investigate the irregularities before its financial statements for
2013 can be audited.  The Company's Required Filings will be made
as soon as its auditors deliver their Audit Report.

The Company has made an application to the Ontario Securities
Commission for a management cease trade order ("MCTO"), which
would restrict all trading in securities of the Company, whether
direct or indirect, by the Interim Chief Executive Officer and
Chief Financial Officer of the Company. There is no guarantee that
an MCTO will be granted.  The issuance of an MCTO does not
generally affect the ability of persons who are not directors,
officers or other insiders of Carpathian to trade in securities of
the Company.

The Company intends to comply with the provisions of the
alternative information guidelines as set out in the National
Policy 12-203 - Cease Trade Orders for Continuous Disclosure
Defaults for as long as it remains in default, including the
issuance of bi-weekly default status reports, each of which will
be issued in the form of a news release.

                         About Carpathian

Carpathian is an exploration and development company whose primary
business interest is developing near-term gold production at its
100% owned Riacho dos Machados Gold Project in Brazil.  In
addition, it is also focused on advancing its exploration and
development plans on its 100% owned Rovina Valley Au-Cu Project
located in Romania.


CHARLES SCHWAB: Fitch Affirms 'BB+' Preferred Stock Rating
----------------------------------------------------------
Fitch Ratings has affirmed the ratings of Charles Schwab
Corporation (Schwab, rated 'A/F1') and Scottrade Financial
Services (Scottrade, rated 'BBB-') following a peer review of
retail brokers.  The Rating Outlooks for Schwab and Scottrade are
Stable.

KEY RATING DRIVERS - IDRs AND SENIOR DEBT

The rating actions on Schwab and Scottrade reflect their improved
operating performance and leverage metrics over the course of the
last year, increased revenue diversity and potential benefits from
a rising interest rate environment and increased retail investor
engagement.

Schwab continues to benefit from a very strong franchise that
leverages trading capabilities, a large breadth of asset
management products, and core banking products to its lucrative
mass affluent individual investor clientele.  This has created for
Schwab sticky, highly profitable, and long-term relationships with
its customers, which also provides ample opportunities for cross-
selling to capture additional wallet share.  As a result Schwab's
franchise benefits from significant revenue diversity relative to
peer firms.  This revenue diversity and strength of franchise has
a high influence on Schwab's strong ratings

Scottrade, while catering to a less affluent clientele than
Schwab, has a less developed suite of asset management and banking
products, and thus has more limited sources of revenue.  This less
evolved franchise, coupled with a customer base that is more
transactional in nature, is a limiting factor to ratings.

Additionally, Fitch views growth of Scottrade bank cautiously, as
it is adding earning assets that are not core to its franchise or
generated from its existing customer base.  Given the importance
of franchise strength to Fitch's ratings, Scottrade's relatively
weaker franchise is key to the ratings differential between the
two firms.

Fundamentals for the retail brokers have improved over the last
year as tailwinds from rising stock markets have brought many
retail investors off the side-lines and more engaged with the
markets.  This has had a dual benefit for the retail brokers of
increasing both their fee revenue and trading revenue.

Fee revenue, primarily driven by growth of assets under management
(AUM), now comprises the largest component of revenue for Schwab
and one of the strongest components of its franchise.  In 2013,
fee revenue for Schwab grew by 12.9%, and comprised nearly 47% of
overall revenue.  This was driven by continued good execution on
Schwab's asset gathering efforts as well as the benefit from
higher asset values relative to 2012.  As previously noted, growth
of fee revenue for Scottrade is much more nascent than Schwab, but
over a very long period of time should add some modest diversity
to its revenue base.

Fitch views the contribution from fee revenue as a significant
positive for retail broker ratings, as it is recurring in nature
and helps to solidify customer relationships.  The difference in
the size of recurring fee revenue between Schwab and Scottrade is
one of the factors that contributes to the ratings differential
between the firms.

Trading revenue for the retail brokers has also improved amid
higher stock markets with daily average revenue trades (DARTs)
increasing over the last year and average price per trade holding
relatively steady.  While this is a positive, trading remains a
very competitive business and Fitch would expect pricing to erode
over a longer-term time horizon.  It is likely that the retail
brokers, and particularly Schwab given its multiple sources of
revenue, will continue to use discounted trading as a means to
gather new customer assets.

Improved revenue has led to higher returns on equity, stronger
pre-tax operating margins, and improved leverage metrics, all of
which support current ratings. Leverage, as measured by adjusted
debt-to-EBITDA for Schwab was 0.83 at YE2013, down from 0.92
YE2012.  Leverage for Scottrade was 1.53 at YE2013, down from 2.02
at YE2012.  Fitch would expect Scottrade to potentially issue
additional debt at some point in 2014 to help support its growth,
and therefore would expect leverage ratios to migrate back towards
the 3.0 metric.

Fitch would also expect leverage metrics for Schwab to improve or
at least remain stable over a medium-term time horizon absent
significant debt issuance. Schwab's revenue expansion, while good,
continues to be constrained by weak net interest income (NII) amid
the protracted low interest rate environment. As previously noted,
Fitch would expect Scottrade's leverage to remain around 3.0,
which is in-line with Fitch's similarly rated institutions. This
leverage differential is also a significant component of the
ratings differential between the two firms.

Given the retail brokers' sensitivity to higher short-term
interest rates through their banking operations, Fitch would
expect meaningful revenue growth for the retail brokers in a
rising short-term interest rate environment.  In the case of
Schwab, this could be further supported by the recapture of money
market fund fees currently being waived which adds some
incremental positive operating leverage to Schwab's business
model.

These strong positives are counterbalanced against the inherent
cyclicality of the retail broker business model and the persistent
threat of an idiosyncratic technological or operational loss that
results in reputational damage that could cause clients to flee a
particular firm.  While Fitch believes technological and
operational risks to be controlled and monitored, these types of
risks are inherently difficult to predict and quantify, but a
large occurrence at any one firm would likely prompt Fitch to
review ratings to determine if a negative action was appropriate.
An industry wide event that affects each firm equally may still
impact ratings, but may allow each firm to better maintain its
client base.

RATING SENSITIVITIES - IDRS AND SENIOR DEBT

There is limited upside to retail brokers' current ratings given
elevated sensitivity to stock market trends and interest rates.
However, should each firm's revenue mix continue to evolve and
exhibit more stable trends over an extended period through various
market cycles, there could be some modest upside to ratings or the
Rating Outlooks.  This potential upside likely more relevant for
Schwab given its more developed franchise and business model.  The
key risks to the retail brokers' ratings are poor investment
performance or large idiosyncratic operational losses, either of
which causes clients to pull their business from the firm.  The
latter type of risk can either be caused internally or externally
(based on their trading partners) and thus is particularly
difficult to predict and quantify.  However, since it has the
potential to be harmful to the company and its ratings, this risk
also constrains upwards rating potential.

An additional risk factor to the retail brokers' ratings is the
growth of their respective banking operations.  Schwab is further
along in developing its banking operations and its balance sheet
is relatively low risk comprised mainly of high quality mortgages
and mortgage backed securities.  Should Schwab Bank begin
expanding into higher risk assets in search of incremental yield,
this could put pressure on the company's ratings or Rating Outlook
if not accompanied by a commensurate increase in capital levels.
Scottrade's banking operations are less developed than Schwab
Bank, but are growing quickly.  At present, Fitch views the credit
risk associated with Scottrade Bank as moderate, but as the
company continues to add various commercial and mortgage loans to
its balance sheet that are non-core to the franchise, Fitch
believes that Scottrade is potentially exposed to some adverse
selection.  This is particularly relevant since Scottrade is
buying pools of loans as opposed to directly originating them.  As
a result, the seasoning of the loan portfolio will bear monitoring
as it expands as a proportion of the bank's assets.  Should credit
metrics at the bank meaningfully deteriorate, this could be a
negative ratings driver.

KEY RATING DRIVERS - Support Ratings and Support Floor Ratings:
Schwab has a support rating of '5' and a support floor rating of
'NF' indicating that support is unlikely.

RATING SENSITIVITIES - Support Ratings and Support Floor Ratings:
Not applicable.

KEY RATING DRIVERS - HYBRID SECURITIES

Hybrid capital instruments issued by Schwab are all notched down
from Schwab's IDR in accordance with Fitch's assessment of each
instrument's respective non-performance and relative loss severity
risk profiles.

RATING SENSITIVITIES - HYBRID SECURITIES

The ratings of hybrid capital issued by Schwab and its
subsidiaries are primarily sensitive to any change in Schwab's
IDR.

Fitch has affirmed the following ratings:

Charles Schwab Corporation

-- Long-term Issuer Default Rating (IDR) at 'A'; Outlook Stable;
-- Short-term IDR at 'F1';
-- Senior unsecured notes at 'A';
-- Short-term debt at 'F1';
-- Preferred stock at 'BB+';
-- Support at '5';
-- Support floor at 'NF'.

Scottrade Financial Services

-- Long-term IDR at 'BBB-'; Outlook Stable;
-- Senior unsecured notes at 'BBB-'.


CLEARWATER PAPER: S&P Revises Outlook to Pos. & Affirms 'BB' CCR
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it has revised its
rating outlook on Spokane, Wash.-based Clearwater Paper Corp. to
positive from stable and affirmed its 'BB' corporate credit rating
on the company.

At the same time, S&P affirmed its 'BB' issue-level rating for the
company's senior notes.  The recovery rating remains '3', which
indicates S&P's expectation that lenders will receive meaningful
recovery (50% to 70%) in the event of a default.

"We revised our rating outlook to positive from stable to reflect
our expectation that Clearwater will generate good EBITDA growth
in 2014-2015 following the completion of its Shelby expansion,"
said Standard & Poor's credit analyst Tobias Crabtree.

S&P now believes that there is at a least a one-in-three
probability that Clearwater's cash flow and leverage measures
could improve due to earnings growth to a level supportive of a
one-notch higher corporate credit rating.

The positive outlook reflects S&P's expectation for Clearwater's
cash flow and leverage measures to strengthen in 2014-2015
following the completion of its Shelby expansion.  For an upgrade,
key credit measures would have to be reflective of an intermediate
financial risk profile (e.g., debt to EBITDA in the low- to mid-2x
area and FFO to debt of 30% or more).  This would most likely
occur if the company were to achieve management's targeted $300
million annual EBITDA run rate by the end of 2014.  In addition,
S&P would have to view its financial policy, regarding share
repurchases, dividends, and acquisitions, to be supportive of
leverage sustained below 3x through the cycle.

S&P could revise the outlook to stable if Clearwater's debt to
EBITDA was more likely to be sustained between 3x and 4x in 2014-
2015.  This could result from forecast 2014-2015 EBITDA
approximating the 2013 level coupled with the company's use of
surplus cash to fund shareholder rewards.

S&P would lower its rating if leverage increased and remained
above 4x for a sustained period.  Based on the relative stability
of its consumer products and paperboard segments, S&P views this
as a low probability over the next 12 to 18 months.  Still, this
could occur if forecast EBITDA decreased by over 50%, perhaps
related to the loss of a large supermarket customer and severe
input cost inflation.


COLOSSUS MINERALS: Court Approves Reorganization Plan
-----------------------------------------------------
Colossus Minerals Inc. on March 14 disclosed that the Ontario
Superior Court of Justice (Commercial List) has approved the
Company's Second Amended Proposal and Plan of Reorganization.
Court approval clears the way for the Company to implement the
terms of the Proposal, subject to the satisfaction or waiver of
certain other conditions precedent set forth in the Proposal.

A copy of the Proposal and the Order of the Court approving the
Proposal will be available on the website of Duff & Phelps Canada
Restructuring Inc., the proposal trustee, at http://is.gd/8zifYz

Headquartered in Toronto, Canada, Colossus Minerals Inc. --
http://www.colossusminerals.com/-- is a development-stage mining
company.  Colossus is focused on its Serra Pelada project into
production.  The Serra Pelada Project is located in the mineral
prolific Carajas region in Para, Brazil, is host to high grade
gold and platinum group metals deposit.


COMMACK HOSPITALITY: Section 341(a) Meeting on April 11
-------------------------------------------------------
A meeting of creditors in the bankruptcy case of Commack
Hospitality, LLC, will be held on April 11, 2014, at 11:00 a.m.
at Room 562, 560 Federal Plaza, CI, NY.

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.

Commack Hospitality, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. E.D.N.Y. Case No. 14-70931) on March 10, 2014.  The
petition was signed by Viral Patel as managing member.  The Debtor
estimated assets of at least $10 million and debts of $10 million
to $50 million.  Cole Schotz Meisel Forman & Leonard PA serves as
the Debtor's counsel.  Judge Alan S. Trust presides over the case.


CONSTAR INT'L: Court Approves Gellert as Panel's Delaware Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors for the Chapter 11
cases of Constar International Holdings LLC and its debtor-
affiliates to retain Gellert Scali Busenkell & Brown LLC as local
Delaware counsel.

Among other things, the firm will:

   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; advise the Committee as to the
      necessity, propriety, and impact of the foregoing upon the
      Debtors' Chapter 11 cases; and consent or object to
      pleadings or orders on behalf of the Committee, as
      appropriate; and

   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;

The firm's professionals and their current hourly rates are:

      Michael Busenkell     $400
      Ronald S. Gellert     $400
      Brya M. Keilson       $280
      Attorney              $250-$475
      Paraprofessional       $75-$150

Michael G. Busenkell, Esq., attorney at the firm, assured the
Court that the firm is a "disinterested person" within the meaning
of Section 101(14) of the Bankruptcy Code.

                    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.  The Committee retained Alvarez & Marsal
North America LLC as its financial advisor.

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.

The sole director of debtor Constar International U.K. Limited has
appointed Daniel Francis Butters and Nicolas Guy Edwards of
Deloitte LLP as administrators.  The U.K. Administration
Proceeding follows the closing of the sale of the U.K. assets to
Sherburn Acquisition Limited.  The Delaware Bankruptcy Judge
authorized the U.S. Debtors to sell the U.K. Assets to Sherburn
for GBP3,512,727, (or US$7,046,000), less the deposit in the sum
of US$1,250,000.

Secured lender Black Diamond Commercial Finance, LLC, as DIP note
agent, and Wells Fargo Capital Finance, LLC, as DIP revolving
agent and agent under the revolving loan facility, consented to
the administration of Constar U.K. and the appointment of the
Joint Administrators.


COPENHAVER INC: Bid to Hire Former President as CRO Denied
----------------------------------------------------------
Bankruptcy Judge Mary P. Gorman denied, without prejudice, the
request of Copenhaver, Inc., d/b/a/ W.M. Putnam Co., to employ
Dave Moravec as Consultant and Chief Restructuring Officer,
effective as of Feb. 1, 2014.

Copenhaver, Inc., dba W.M. Putnam Company, an office supply
store, filed for Chapter 11 bankruptcy (Bankr. C.D. Ill. Case No.
13-72052) on Oct. 28, 2013, saying assets ranged from $500,001 to
$1 million; and debt ranged from $1 million to $10 million.  It is
represented by Matthew McClintock, Esq., at Goldstein &
McClintock, LLLP.  A copy of the petition is available at
http://bankrupt.com/misc/ilcb13-72052.pdf

Copenhaver describes its business as an outsourcer of premise-
related products and services for businesses, providing
furnishings, interior design, office products, brand management,
printing, and consulting services.  The Debtor is headquartered in
Bloomington, Illinois, and has provided its products and services
to a wide range of customers for more than 65 years.  A
significant loss of business from a key customer precipitated the
Debtor's bankruptcy filing.

Early in the case, the Debtor's attorney reported that the Debtor
intended to liquidate rather than reorganize. Through prompt asset
sales, the Debtor hoped to recognize its going concern value and
maximize the ultimate distribution to its creditors. In fact, the
Debtor moved quickly to sell its "core assets" including
inventory, customer lists and information, equipment, furniture
and other personal property, intellectual property rights,
contracts and leases, books and records, and goodwill. An order
approving the sale of the "core assets" to Martin Graphics and
Printing Services, Inc. was entered on Dec. 17, 2013, and the sale
closed shortly thereafter.  The Debtor has subsequently completed
an additional sale to Martin of a Ford van and some miscellaneous
warehouse and office equipment and furnishings. Three additional
sales to other buyers of vehicles and other personal property not
included in the Martin sales have also been approved. During the
first four months of its Chapter 11 case, the Debtor has very
efficiently liquidated the bulk of its assets for the benefit of
its creditors.

On Jan. 27, 2014, the Debtor filed the Employment Application.
The Debtor seeks to employ Dave Moravec, the former president of
the Debtor, to be its chief restructuring officer and a
consultant.  After the case filing, Mr. Moravec continued his
regular employment with the Debtor and was instrumental in
completing the sales.  He also has collected receivables and
completed other tasks necessary to wind down the Debtor's
business.  Mr. Moravec is represented to be the only executive-
level employee of the Debtor who has sufficient knowledge of the
Debtor's business to be of meaningful continuing assistance in
this case. But Mr. Moravec is not able to continue his employment
with the Debtor according to its previous terms. The Debtor does
not need and cannot afford to have Mr. Moravec work full time. And
Mr. Moravec's employment contract with the Debtor was assumed by
Martin when it purchased the Debtor's assets.  Mr. Moravec is now
a full-time employee of Martin.  Thus, the Employment Application
seeks to hire Mr. Moravec at the rate of $225 per hour on an "as
needed" basis to assist the Debtor with remaining asset sales,
receivable collections, claim objections, and other winding down
issues.

Mr. Moravec filed a verified Declaration in support of the
Employment Application.  In the Declaration, he acknowledges that
he is the former president and remains a director of the Debtor.
He also states that he is now an employee of Martin and that
Martin holds a $32,000 unsecured claim against the Debtor. Mr.
Moravec characterizes Martin's claim as "de minimis" and says that
the existence of the claim causes no conflict.  He says that he
has no other conflicts which would impact his employment.  He
asserts that, if employed, his "compensation is not subject to
court oversight."  He agrees, however, to maintain time records
and to file "fee statements" which would be subject to objection
by the United States Trustee or other parties in interest.

At the hearing on the Employment Application, the Assistant UST
appeared and stated that he was in agreement with the concept of
hiring Mr. Moravec but was concerned about certain procedural
aspects of the proposed employment.  He stated that he had
discussed the employment with the Debtor's counsel before the
Employment Application was filed and that he had expected the
employment to have been sought in the "normal way" through Sec.
327 of the Bankruptcy Code.  He questioned whether Sec. 363(b)
provided authority for the employment proposed.

Counsel for the Debtor responded that employment of Mr. Moravec
would not be allowed under Sec. 327 because, as a current director
of the Debtor, he would not be disinterested.  He stated that
authority had been cited in the Employment Application for the
proposition that Sec. 363(b) provides a basis for the employment
of Mr. Moravec notwithstanding his ineligibility to be employed
under Sec. 327.  When questioned by the Court about whether any
authority existed for the proposition that, if hired under Sec.
363(b), Mr. Moravec would not be subject to the provisions of
Fed.R.Bankr.P. Rule 2016, counsel first stated "no" -- implying no
authority existed -- and then said he had done no research on the
issue.

At the conclusion of the hearing, the Court said that it would
grant the Employment Application under two conditions.  First, Mr.
Moravec would be required to submit an amended declaration
acknowledging that he was, in fact, subject to Rule 2016 and
required to apply for approval of his compensation.  Second,
although the simplified procedures for the allowance of interim
compensation payments to Mr. Moravec would be approved, Mr.
Moravec would be required to file a final fee application subject
to court approval when his work was completed.  The Court stated
that it agreed that the employment of Mr. Moravec was both
appropriate and allowable under Sec. 363(b).  But employment under
Sec. 363(b) does not release an employed person from all other
requirements of the Bankruptcy Code and Rules.

The Court further stated that because lead counsel for the Debtor
was not present, if the Court's conditions were unacceptable and
the Debtor wanted to press the issue of the inapplicability of
Rule 2016, a brief on the issue could be submitted in lieu of the
amended declaration and revised order. The Debtor was given 21
days to submit the amended declaration and revised order or a
brief. The Debtor has submitted a brief arguing that a person
employed under Sec. 363(b) has no obligation to comply with Rule
2016. An amended declaration from Mr. Moravec has not been filed
and no proposed order containing the Court's conditions has been
submitted.

In denying the request, Judge Gorman said, "Because the Debtor
declined the option of having Mr. Moravec file an amended
declaration acknowledging that his fees are subject to court
oversight and to include a requirement in the order that a final
fee application must be filed and will be reviewed for
reasonableness, the Employment Application must be denied.  The
Court's conditions for approval of the Employment Application were
consistent with the Code, Rules, and all of the authority cited by
the Debtor."

A copy of the Court's March 11, 2014 Opinion is available at
http://is.gd/b1ZSezfrom Leagle.com.


COUDERT BROTHERS: Dechert Must Reveal Billables From Takeover
-------------------------------------------------------------
Law360 reported that a New York magistrate judge ordered Dechert
LLP attorneys to divulge how much the firm earned on pending
client work it acquired from taking over defunct Coudert Brothers
LLP's Paris office, saying the figures might show whether the
transaction defrauded Coudert creditors.

According to the report, at a conference in Manhattan, U.S.
Magistrate Judge Michael H. Dolinger said Coudert bankruptcy
administrator Development Specialists Inc. was entitled to know
how much money was collected on client accounts-receivable that
Dechert scooped up in 2005 from Coudert's French affiliate,
Coudert Freres.

The case is Development Specialists, Inc. v. Dechert LLP, Case No.
1:11-cv-05984 (S.D.N.Y.) before Judge Colleen McMahon.

                      About Coudert Brothers

Coudert Brothers LLP was an international law firm specializing in
complex cross-border transactions and dispute resolution.  The
firm had operations in Australia and China.  Coudert filed for
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 06-12226) on
Sept. 22, 2006.  John E. Jureller, Jr., Esq., and Tracy L.
Klestadt, Esq., at Klestadt & Winters, LLP, represented the Debtor
in its restructuring efforts.  Brian F. Moore, Esq., and David J.
Adler, Esq., at McCarter & English, LLP, represented the Official
Committee of Unsecured Creditors.  Coudert scheduled total assets
of $30.0 million and total debts of $18.3 million as of the
Petition Date.  The Bankruptcy Court in August 2008 signed an
order confirming Coudert's chapter 11 plan.  The Plan contemplated
on paying 39% to unsecured creditors with $26 million in claims.

Coudert has been succeeded by Development Specialists, Inc. in its
capacity as Plan Administrator under the confirmed chapter 11
plan.


CUMBERLAND CORRAL: Golden Corral Can't Terminate Franchise Deals
----------------------------------------------------------------
Bankruptcy Judge Marian F. Harrison in Nashville, Tenn., denied
the motion for relief from the automatic stay filed by Golden
Corral Franchising Systems, Inc., and Golden Corral Corporation,
which would have permitted Golden Corral to terminate their
franchise agreements with debtor Cumberland Corral, LLC.

The Debtor is the franchisee with respect to two currently
operational GOLDEN CORRAL(R) restaurants: (1) Restaurant # 2562,
located at 315 Old Lebanon Dirt Road, Hermitage, Tennessee 37076;
and (2) Restaurant # 2493, located at 2811 Wilma Rudolph
Boulevard, Clarksville, Tennessee 37040.

The Debtor operates the Hermitage Restaurant pursuant to a
Franchise Agreement dated June 2, 2006, between GCFS and the
Debtor.  The Debtor operates the Clarksville Restaurant pursuant
to a Franchise Agreement, dated Dec. 12, 2003, between GCFS and
George G. Keith and an Addendum.  The Clarksville Franchise
Agreement was assigned to the Debtor pursuant to an Assignment of
Franchise Agreement, dated Feb. 10, 2004, between Mr. Keith and
the Debtor and certain related agreements.

The Debtor had a third GOLDEN CORRAL(R) restaurant, Restaurant #
2520, located at 3020 Mallory Lane, Franklin/Cool Springs,
Tennessee 37067.  However, the Debtor failed to perform mandatory
remodeling and later ceased to operate the Franklin Restaurant,
therefore, defaulting under the Franklin Franchise Agreement,
dated May 18, 2004.  The Debtor concedes that it is in default and
intends to reject the Franklin Franchise Agreement to the extent
it remains an executory contract.

Golden Corral asserts that the Debtor has failed to adequately
protect Golden Corral's interests in the Proprietary Marks as well
as its other interests. Golden Corral bases this argument upon the
Debtor's failed CSQ Inspections -- Cleanliness, Service, Quality
-- at all three locations during the 31 months prior to the
petition date and points to the Hermitage Restaurant's failed CSQ
Inspection on July 13, 2013, after receiving written notification
that any additional failure would result in termination of that
agreement.

Golden Corral also asserts that cause exists because the Debtor is
incapable of assuming the Hermitage Franchise Agreement due to the
Debtor's incurable, nonmonetary default based on the failed July
13, 2013, CSQ Inspection.   Golden Corral further argues that the
Debtor's defaults under both the Hermitage Franchise Agreement and
the Franklin Franchise Agreement result in an incurable,
nonmonetary default under the Clarksville Franchise Agreement due
to the "cross-default" provisions in the Franchise Agreements.

Golden Corral also submits that cause exists because the Debtor is
precluded by applicable law from assigning, and by extension,
assuming the Franchise Agreements.

The Debtor argues that Golden Corral has failed to carry its
burden because its stated basis for terminating the Franchise
Agreements does not exist.  The Debtor points out that Golden
Corral sought to terminate the Franchise Agreements solely because
the Hermitage Restaurant failed three CSQ inspections during a
rolling 12-month period.  However, upon further examination of the
December reinspection, the Debtor did not have three failures.
Accordingly, the Debtor asserts that Golden Corral cannot now
argue that the Hermitage Restaurant's failed July 13, 2013, CSQ
inspection was incurable and therefore constitutes cause for
relief from the automatic stay.

In addition, the Debtor submits that Golden Corral has failed to
show that it has been financially harmed as a result of the
Debtor's actions, that the Debtor has failed any health department
inspections, that the Debtor has misused any of Golden Corral's
Proprietary Marks, or that the Debtor has defaulted on any
monetary obligations owed to Golden Corral. Moreover, even if the
Court found that Golden Corral had carried its burden of an
initial showing of cause, the Debtor asserts that it has
sufficiently proven that Golden Corral's interests are adequately
protected.  The Debtor has passed all post-petition CSQ
inspections, it has instituted measures that are designed to
ensure compliance with Golden Corral policies and procedures, and
it has remained current on all amounts owed to Golden Corral.

The Debtor further argues that the cross-default provision in the
Franchise Agreements should not be enforced, and instead, each
Franchise Agreement should be considered separately.  Finally, the
Debtor asserts that because it has no intent to assign the
Franchise Agreements, whether it could assign the Franchise
Agreements under applicable law should be irrelevant as to whether
it can assume the Franchise Agreements.

In its ruling, the Court held that, among other things:

     -- Golden Corral has also failed to show that it has been
        financially harmed as a result of the Debtor's actions,
        that the Debtor has failed any health department
        inspections, that the Debtor has misused any of Golden
        Corral's Proprietary Marks, or that the Debtor has
        defaulted on any monetary obligations owed to Golden
        Corral.

     -- the Debtor's inability to assign the Franchise Agreements
        does not bar it from assuming the Hermitage Franchise
        Agreement and the Clarksville Franchise Agreement.

     -- Even if there were defaults under the Franchise Agreements
        for the Hermitage Restaurant and the Clarksville
        Restaurant, such defaults were immaterial and have not
        caused substantial economic detriment.

     -- The Franchise Agreements were entered into at different
        times, and there was no proof that consideration for any
        of the agreements supported another or that Golden Corral
        would not have entered into one of the agreements without
        the others. In the absence of a showing that the Franchise
        Agreements are economically interdependent, the Court
        finds that the Debtor is not prevented from rejecting the
        Franklin Franchise Agreement and assuming the remaining
        Franchise Agreements.

A copy of the Court's March 11, 2014 Memorandum Opinion is
available at http://is.gd/1I4vSCfrom Leagle.com.

Cumberland Corral, LLC based in Nashville, Tenn., filed for
Chapter 11 bankruptcy (Bankr. M.D. Tenn. Case No. 13-06325) on
July 22, 2013.  Judge Marian F. Harrison oversees the case.
Griffin S. Dunham, Esq., and Elliott Warner Jones, Esq., at Emerge
Law, PLC -- griffin@emergelaw.net and elliott@emergelaw.net --
serve as the Debtor's counsel.  In its petition, Cumberland
estimated under $500,000 in assets and under $10 million in debts.
A list of the Company's 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/tnmb13-06325.pdf
The petition was signed by George Keith, president/chief manager.


DETROIT, MI: 6th Circuit Allows Appeals of Bankruptcy Eligibility
-----------------------------------------------------------------
Nathan Bomey and Matt Helms, writing for Detroit Free Press,
reported that the U.S. Sixth Circuit Court of Appeals has agreed
to hear an appeal to Detroit's eligibility for Chapter 9
bankruptcy.

According to the report, the Sixth Circuit agreed to accept a
direct appeal, which means the case will bypass the U.S. District
Court Eastern District of Michigan. The move could mark the case's
first step on the way to the U.S. Supreme Court.

Several major creditors -- including the city's largest union,
AFSCME Council 25, and the city's two pension funds -- filed
appeals challenging Judge Steven Rhodes' December order allowing
the case to proceed, the report related.  Detroit's bankruptcy
will proceed while the appeal is being heard, which will not take
place on an expedited basis.

The report pointed out that one of the most contentious issues in
the case is whether the city should have promised not to cut
pensions as a condition of filing for bankruptcy. The state's
Constitution bars public pension cuts, but Rhodes ruled that
pensions are contracts that can be severed under federal
bankruptcy law.

To be eligible for bankruptcy, Detroit must prove it's insolvent,
obtain the state's authority and show it has negotiated in good
faith with creditors or that it's not longer possible to do so,
the report said.

                 About City of Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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


DETROIT, MI: Mayor Promises More Jobs, Less Blight for City
-----------------------------------------------------------
Rachel Jackson, writing for Reuters, reported that nearly two
months into his tenure as Detroit mayor, Mike Duggan outlined a
plan for adding jobs and removing abandoned buildings in the
bankrupt city during his first state of the city address.

According to the report, the mayor's speech came just days after a
state-appointed emergency manager filed his roadmap in federal
court for dealing with the city's debt and investing in its
future.

Duggan, seeking to find an agenda of his own while operating in
the shadow of Emergency Manager Kevyn Orr, is doing what he can
with the bankrupt city's limited resources to make headway on some
of its most visible problems: decreasing urban blight and creating
safe neighborhoods, the report related.

"These problems are not unsolvable," he said, the report said.
And he said that his promise to make a difference in the city in
his first six months in office has already produced real change.

                 About City of Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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


DETROIT SERVICE: S&P Revises Outlook to Stable
----------------------------------------------
Standard & Poor's Rating Services revised its outlook to stable
from negative and affirmed its 'BB+' rating on Michigan Finance
Authority's series 2011 public school academy limited obligation
revenue and refunding bonds, issued on behalf of Detroit Service
Learning Academy (DSLA).

"The outlook revision reflects our view of DSLA's return to
positive operations, stable enrollment, and improved liquidity
position with 66 days' cash on hand," said Standard & Poor's
credit analyst Ashley Ramchandani.  "The rating is currently
constrained by the academy's limited demand profile and plans to
develop a high school given the academy's competitive environment.
It is our opinion that these plans pose a potential credit risk,
but we understand that the timeline for their development is
outside the scope of our outlook period," added Ms. Ramchandani.

Initially chartered as the YMCA Service Learning Academy by Lake
Superior State University in 1999, DSLA is located in northwest
Detroit and currently serves more than 1,100 predominantly
underprivileged students in kindergarten through grade eight.


DIGERATI TECHNOLOGIES: Court Conditionally Approves Plan Outline
----------------------------------------------------------------
U.S. Bankruptcy Judge Jeff Bohm signed an order conditionally
approving the outline of the latest plan proposed by Digerati
Technologies, Inc., and several other companies to exit Chapter 11
protection.

The court order also approved the timetable for soliciting votes
from creditors.  Creditors entitled to vote on the proposed
restructuring plan are required to cast their ballots on or before
April 1, which is also the deadline for filing objections to the
plan and the disclosure statement.

Judge Bohm will hold a hearing on April 4, at 10:30 a.m., to
consider final approval of the disclosure statement and
confirmation of the restructuring plan.

The proposed plan dated Feb. 27 contemplates a significant
reduction in Digerati's operations and debt through the sale of
two of its subsidiaries, Hurley Enterprises Inc., and Dishon
Disposal Inc.

The sale proceeds will help fund the plan.  Digerati will continue
to own the common stock in its remaining subsidiary Shift8
Technologies Inc., which is the holding company for Digerati
Networks, Inc., and Shift8 Networks Inc., formerly known as
Digerati Broadband Inc.

The proposed plan has projected to have an effective date of
Dec. 31

Under the plan, Terry Dishon's secured claims tied to pre-
bankruptcy notes, in the principal amount of $30 million, is
grouped in Class 1 and will be paid in full from the proceeds of
the sale of Dishon Disposal.  If Terry Dishon's Class 1 Allowed
Secured Claim is not paid in full, the deficiency balance will be
waived except for a claim for certain refund as provided in the
plan.

The secured claims of Hurley Fairview LLC ($20 million) and
Sheyenne Rae Nelson Hurley ($10 million) are placed in Class 2
under the plan and will be paid in full from the proceeds from the
sale of Hurley Enterprises Inc.  If Class 2 secured claims are not
paid in full, the deficiency balance will be waived except for a
claim for certain refund as provided in the plan.

Holders of Class 1 and Class 2 claims are impaired and entitled to
vote on the plan.

Holders of general unsecured claims of $1,000 or less are placed
in Class 3; they will be paid in full without postpetition
interest, within 30 days after confirmation of the plan, from
available surplus cash on hand.  They are impaired.

Holders of general unsecured claims in excess of $1,000 are
grouped in Class 4, and will be paid in full, without postpetition
interest, from the net sale proceeds of either the Dishon or
Hurley divisions, whichever comes first, from the so-called Dishon
plan carve-out, the Hurley plan carve-out or from financing.
Payment will be made 30 days after the closing date or upon
allowance of the claim.  The conversion feature permitting
conversion of debt to common stock contained in any convertible
debentures is revoked.

Alternatively, holders of Class 4 claims may elect to reduce the
claim to $1,000 and be included in Class 3.

Class 5 consists of "Subordinated Unsecured Claims Arising
Out Of Disputed Rights To Preferred Series 'A' Interests."  They
will be paid after creditors in Classes 1 to 4 are paid in full.
All stock certificates representing Preferred Series A shares are
deemed cancelled.

Class 6 consists of "Super Voting Rights Arising Out Of The
Disputed Rights Of Preferred Series 'E' Interests" of Oleum
Capital LLC.  All stock certificates for Series E shares are
deemed cancelled, and the holders won't receive any distribution.

Holders of equity interests of Digerati common stock are grouped
in Class 7, while holders of warrants, preferred stock, and stock
options issued by Digerati prior to the confirmation are in Class
8.  According to the plan, Class 7 shareholders will retain their
common stock in Digerati and remain 100% of the shareholders of
the reorganized company.  Meanwhile, the warrants, preferred
stock, and stock options issued by Digerati will be deemed
cancelled.

The other proponents of the restructuring plan are Hurley Fairview
LLC, Recap Marketing and Consulting LLP, Rainmaker Ventures II
Ltd., Sheyenne Rae Nelson Hurley, Terry Dishon and WEM Equity
Capital Investments Ltd.

In a related development, Digerati withdrew on March 10 its
request to approve a selection process for independent directors
of the company or of the reorganized Digerati pursuant to the
plan.

                   About Digerati Technologies

Digerati Technologies, Inc., filed a Chapter 11 petition (Bankr.
S.D. Tex. Case No. 13-33264) in Houston, on May 30, 2013.
Digerati -- http://www.digerati-inc.com-- is a diversified
holding company which owns operating subsidiaries in the oil field
services and the cloud communications industry.  Digerati and its
subsidiaries maintain Texas Offices in San Antonio and Houston.
The Debtor has no independent operations apart from its
subsidiaries.

The Debtor's subsidiaries include Shift 8 Networks, a cloud
communication service, Hurley Enterprises, Inc., and Dishon
Disposal, Inc., both oil field services companies.

The Debtor disclosed $60 million in assets and $62.5 million in
liabilities as of May 29, 2013.

Bankruptcy Judge Jeff Bohm oversees the case.  Deirdre Carey
Brown, Esq., Annie E. Catmull, Esq., Melissa Anne Haselden, Esq.,
Mazelle Sara Krasoff, Esq., and Edward L Rothberg, at Hoover
Slovacek, LLP, in Houston, represent the Debtor as counsel.  The
Debtor tapped Gilbert A. Herrera and Herrera Partners as the
investment banker.

Earlier in the case, Rhode Holdings, LLC, sought the transfer of
venue of Digerati's Chapter 11 case to the U.S. Bankruptcy Court
for the Western District of Texas, San Antonio Division.  The
case, however, stayed in Houston Bankruptcy Court.


DILLARD'S INC: Fitch Affirms 'BB' Capital Securities Rating
-----------------------------------------------------------
Fitch Ratings has affirmed the Long-term Issuer Default Rating
(IDR) for Dillard's, Inc. (Dillard's) at 'BBB-'. The Rating
Outlook is Stable.

Key Rating Drivers

The ratings reflect Dillard's positive comparable store sales
(comps) trends and strong EBITDA growth over the past five years.
Comps have increased for 14 consecutive quarters and have exceeded
the industry average for most of this time frame and the company
has made strong progress in improving profitability both on gross
margin and expense control.  With 2013 EBITDA margin of 12%,
Dillard's has significantly narrowed the gap to the strong
operators that have EBITDA margins in the 14%-15% range.  Fitch
expects Dillard's will continue to generate comps growth in the
1%-2% range over the next 24 months and EBITDA margin to remain
fairly flat.

While Dillard's credit metrics are strong for the 'BBB-' rating
category with adjusted debt/EBITDAR currently at 1.1x, the ratings
continue to incorporate Dillard's below industry-average sales
productivity (as measured by sales per square foot) and operating
profitability relative to its higher rated investment-grade
department store peers.  Fitch expects Dillard's leverage to
remain in the low-1x range over the next three years.

Dillard's is the sixth largest department store chain in the U.S.
in terms of sales with retail revenue of $6.4 billion on 278
stores and 18 clearance centers in 29 states concentrated in the
southeast, central and southwestern U.S. Dillard's comps have
continued their positive trajectory since 2010, although growth
moderated to 1.3% in 2013 versus the 3%-4% range between 2010 and
2012.  The improvement has been driven by improving its
merchandise assortment towards more upscale brands, better in-
store execution, and strong inventory control.

The company has also taken an aggressive stance toward closing
underperforming stores, closing a net 28 units or approximately
10% of its square footage since the end of 2007.  However,
Dillard's annual sales per square foot at approximately $125 is
significantly lower than other well-operated mid-tier department
store peers, which are in the $180-$200 range (based on gross
square footage).  This should provide further opportunity for
improvement.

From a store investment perspective, capex is expected to increase
to the $150 million range in 2014, versus an average of roughly
$110 million over the past four years, to support increasing
investments in store updates (in the higher sales generating or
more productive areas of the store), online growth initiatives and
some modest new store openings expected in 2014/2015.  The
company's real estate portfolio is in adequate shape and the
improvement in comps and margin will continue to come from
executing on its merchandising strategy, in Fitch's view.

Liquidity remains strong, supported by a cash balance of $237
million as of Feb. 1, 2014, and $873 million available under its
$1 billion credit facility.  The company has generated
approximately $400 million in free cash flow (FCF; before special
dividends) on average over the last four years.  Fitch expects
Dillard's to generate strong FCF of approximately $350 million-
$400 million annually in the next two years assuming modest
working capital uses and higher capex.  Given no debt maturities
until early 2018, Fitch expects Dillard's will direct excess cash
flow toward share buybacks and/or increased dividends including
any one-time special dividends.

The $1 billion senior credit facility, which is due to mature on
July 1, 2018, is rated one notch above the IDR at 'BBB' as the
facility is secured by 100% of the inventories at Dillard's,
Inc.'s unrestricted operating subsidiaries.  The $615 million of
senior unsecured notes are rated at par with the IDR, while the
$200 million in capital securities due 2038 are rated two notches
below the IDR reflecting their structural subordination.  Fitch
notes that Dillard's owns 88% of its retail square footage, which
is currently unencumbered.

Rating Sensitivities

A positive rating action could result in the event that Dillard's
generates above-industry-average comparable store gains and EBITDA
margins improve to the 14% - 15% range.

A negative rating action could result in the event of a return to
negative sales trends and/or a more aggressive financial posture,
leading to an increase in leverage ratio of more than 2.5x and/or
reduced financial flexibility.

Fitch has affirmed Dillard's IDR and issue ratings as follows:

-- Long-term IDR at 'BBB-';
-- $1 billion secured credit facility at 'BBB';
-- Senior unsecured notes at 'BBB-';
-- Capital securities at 'BB'.

The Rating Outlook is Stable.


DIOCESE OF HELENA: US Trustee Forms Seven-Member Creditor's Panel
-----------------------------------------------------------------
Gail Brehm Geiger, the U.S. Trustee for Region 18, has appointed
seven creditors to serve on the Official Committee of Unsecured
Creditors in the Chapter 11 case of Roman Catholic Bishop of
Helena, Montana.

The members of the Committee are:

   a) Thomas A. Lozeau, Jr.
      P.O. Box 294
      Ronan, MT 59864

   b) SuSan Lefthand Dowdall
      32722 S. Finley Pt. Road
      Polson, MT 59860

   c) Dana Short
      306 S. Yellowstone
      Bozeman, MT 59718

   d) David "Scott" Johnson
      710 Preston Avenue
      Thompson Falls, MT 59865

   e) Laurell Charette
      73011 Highway 93
      St. Ignatius, MT 59865

   f) Milton Nomee, Sr.
      P.O. Box 11
      Usk, WA 99180

   g) Duretta Billadeaux
      P.O. Box 240
      St. Ignatius, MT 59865

                    About the Diocese of Helena

The Roman Catholic Bishop of Helena, Montana, a Montana Religious
Corporation Sole (a/k/a Diocese of Helena) sought protection
under Chapter 11 of the Bankruptcy Code on Jan. 31, 2014, to
resolve more than 350 sexual-abuse claims.  The Chapter 11 case
(Bankr. D. Mont. Case No. 14-60074) was filed in Butte, Montana.

Attorneys at Elsaesser Jarzabek Anderson Elliott & MacDonald,
Chtd., serve as counsel to the Debtor.

Several Roman Catholic dioceses in the U.S. have filed for
bankruptcy to settle claims from current and former parishioners
who say they were sexually molested by priests.

The Roman Catholic Bishop of Helena filed its schedules of assets
and liabilities, which show assets with a value of more than
$16.037 million against debt totaling $33.6 million.  The filings
also showed that the diocese has $4.7 million in secured debt.
Creditors of the diocese assert $28.89 million in unsecured
non-priority claims.


DIOCESE OF HELENA: Court Approves Elsaesser Jarzabek as Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Montana authorized
the Roman Catholic Bishop of Helena, Montana, to employ J. Ford
Elsaesser, Esq. and Bruce A. Anderson, Esq., and the law firm of
Elsaesser Jarzabek Anderson Elliott & Macdonald, Chtd., as
bankruptcy attorneys.

As reported in the Troubled Company Reporter on Feb. 21, 2014,
the firm will provide legal advice and assistance as needed by
the Debtor in order to propose and have confirmed a Chapter 11
Plan of Reorganization.

The firm's attorneys will be paid according to these hourly rates:

   J. Ford Elsaesser, Esq.                 $375
   Bruce A. Anderson, Esq.                 $350
   Katie Elsaesser, Esq.                   $145
   Lois LaPointe, Paralegal                 $65
   Lisa McCumber, Support Staff             $50
   Deena Anderson, Support Staff            $50

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

Mr. Elsaesser assured the Court that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code and does not represent any interest adverse to
the Debtor's interest.  Mr. Elsaesser discloses that the Debtor
has paid the firm $125,000 prepetition on Jan. 21, 2014.  From
that amount, $38,826 was paid to the firm for prepetition
services rendered through Jan. 31, 2014.  On Jan. 31, 2014, the
$1,213 filing fee was paid.  The remainder of $39,960 is held in
trust.

                    About the Diocese of Helena

The Roman Catholic Bishop of Helena, Montana, a Montana Religious
Corporation Sole (a/k/a Diocese of Helena) sought protection
under Chapter 11 of the Bankruptcy Code on Jan. 31, 2014, to
resolve more than 350 sexual-abuse claims.  The Chapter 11 case
(Bankr. D. Mont. Case No. 14-60074) was filed in Butte, Montana.

Attorneys at Elsaesser Jarzabek Anderson Elliott & MacDonald,
Chtd., serve as counsel to the Debtor.

The Diocese estimated assets of $1 million to $10 million and debt
of $10 million to $50 million.

Several Roman Catholic dioceses in the U.S. have filed for
bankruptcy to settle claims from current and former parishioners
who say they were sexually molested by priests.

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


DIOCESE OF HELENA: Can Hire William Driscoll as Special Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Montana authorized
the Roman Catholic Bishop of Helena to employ William Driscoll of
the law firm Franz & Driscoll PLLP as its special counsel.

As reported in the Troubled Company Reporter on Feb. 21, 2014,
Mr. Driscoll will provide legal advice and assistance as needed by
the diocese on general business matters.  He will be paid $110 per
hour for his services, and will receive reimbursement for work-
related expenses.

Mr. Driscoll was selected by the diocese because of his
"expertise" in diocese-related business matters.  He has also
represented the diocese on such matters for the past 30 years,
according to the filing.

Mr. Driscoll represented no interest adverse to the diocese or the
estate in matters upon which he is to be engaged, according to
the court filing.

                    About the Diocese of Helena

The Roman Catholic Bishop of Helena, Montana, a Montana Religious
Corporation Sole (a/k/a Diocese of Helena) sought protection
under Chapter 11 of the Bankruptcy Code on Jan. 31, 2014, to
resolve more than 350 sexual-abuse claims.  The Chapter 11 case
(Bankr. D. Mont. Case No. 14-60074) was filed in Butte, Montana.

Attorneys at Elsaesser Jarzabek Anderson Elliott & MacDonald,
Chtd., serve as counsel to the Debtor.

The Diocese estimated assets of $1 million to $10 million and debt
of $10 million to $50 million.

Several Roman Catholic dioceses in the U.S. have filed for
bankruptcy to settle claims from current and former parishioners
who say they were sexually molested by priests.

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


DYNCORP INTERNATIONAL: S&P Puts 'B+' CCR on CreditWatch Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'B+' corporate credit rating, on U.S.-based DynCorp
International Inc. on CreditWatch with negative implications.

The CreditWatch placement is a result of weaker-than-expected
sales and earnings.  Management believes sales could decline by a
mid- to high-teen percent in 2014, compared with S&P's previous
expectation for a mid-single-digit percent decline because of U.S.
budget reductions and lower troop levels.  S&P believes lower
earnings stemming from volume declines could result in debt to
EBITDA of about 5x, compared with previous expectations of 4x to
4.5x.

"We currently assess DynCorp's financial risk profile as
"aggressive," which incorporates an expectation that the company
will maintain debt to EBITDA below 5x by offsetting lower earnings
with debt reduction.  Given the increasing uncertainty surrounding
future earnings, we have less confidence in this expectation than
before," S&P said.

"We assess DynCorp's business risk profile as "weak," reflecting
declining troop levels, increased price competition for new
awards, limited contract diversity, and the risky nature of its
operations.  The ratings benefit somewhat from the firm's leading
market positions," S&P added.

S&P plans to resolve the CreditWatch listing following discussions
with management regarding prospects for future earnings, cash
generation, and cash deployment strategies.  S&P could lower the
rating if it believes that debt to EBITDA will rise above 5x.


E.H. MITCHELL: Gets Approval to Assume Mineral Lease With SGC
-------------------------------------------------------------
U.S. Bankruptcy Judge Jerry Brown authorized E. H. Mitchell &
Company, LLC to assume a mineral lease agreement with Standard
Gravel Co. Inc. and two other contracts related to the agreement.

E.H. Mitchell had said the agreements are its principal source of
revenues and that terminating them "would be utterly disruptive to
its operations, revenue stream, and severely hamper the prospects
of reorganization."

                 About E. H. Mitchell & Company LLC

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

The Debtor is represented by Robert L. Marrero, Esq., at Robert
Marrero, LLC, in New Orleans, Louisiana. The Debtor disclosed
$300,027,297 in assets and $1,281,148 in liabilities.

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

Henry G. Hobbs, Jr., Acting United States Trustee for Region 5,
has appointed three members to the official committee of unsecured
creditors.


E.H. MITCHELL: Gets Court Approval to Reject CMC Contract
---------------------------------------------------------
E. H. Mitchell & Company, LLC received the green light from U.S.
Bankruptcy Judge Jerry Brown to reject a 2009 agreement with CMC,
Inc.

E. H. Mitchell's lawyer had said the services performed by CMC
under the contract can now be done "in house" by Michael Furr, a
principal of the company.

CMC has already agreed to waive or give up any unsecured claim for
damages resulting from the rejection of the contract, according to
Robert Marrero, Esq., at Robert L. Marrero LLC, in New Orleans,
Louisiana.

                 About E. H. Mitchell & Company LLC

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

The Debtor is represented by Robert L. Marrero, Esq., at Robert
Marrero, LLC, in New Orleans, Louisiana. The Debtor disclosed
$300,027,297 in assets and $1,281,148 in liabilities.

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

Henry G. Hobbs, Jr., Acting United States Trustee for Region 5,
has appointed three members to the official committee of unsecured
creditors.


EDISON INTERNATIONAL: Swings to Profit Despite Revenue Drop
-----------------------------------------------------------
Anna Prior, writing for The Wall Street Journal, reported that
Edison International swung to a fourth-quarter profit as the year-
earlier period included larger losses from discontinued
operations, masking a drop in revenue.

According to the report, the company in October agreed to sell its
Edison Mission Energy business, which filed for Chapter 11
bankruptcy protection in 2012, to NRG Energy Inc.  Bondholders
supported the $2.6 billion deal, and a bankruptcy judge approved
bidder protections, including a $65 million breakup fee, to NRG as
it works to close its offer to take Edison Mission out of
bankruptcy this year. In the third quarter, the company reported
Edison Mission's results as noncore, discontinued operations.

Overall, Edison International reported a profit of $326 million,
or 92 cents a share, compared to a year-earlier loss of $514
million, the report related.  Core per-share earnings, excluding
an 11 cent per-share impact from discontinued operations, were 81
cents, down from $1.79 in the year-ago period.  Revenue slipped
3.8% to $2.94 billion.

Analysts polled by Thomson Reuters had projected an adjusted
profit of 67 cents a share and revenue of $2.59 billion, the
report said.  Operating expenses rose 6.2%.

                    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.

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.


ENDICOTT INTERCONNECT: Gets Approval to Reject RFSUNY Contracts
---------------------------------------------------------------
Endicott Interconnect Technologies, Inc. received approval from
U.S. Bankruptcy Judge Diane Davis to reject two contracts with The
Research Foundation of SUNY.

One of the two contracts is a research agreement reached in 2006
to establish the Center for Advanced Microelectronics
Manufacturing.  The second contract is a staffing and fiscal
services agreement dated March 28, 2011.

                   About Endicott Interconnect

Endicott Interconnect Technologies, Inc., and its affiliates filed
a Chapter 11 petition (Bankr. N.D.N.Y. Case No. 13-bk-61156) in
Utica, New York, on July 10, 2013, to sell the business before
cash runs out by the end of September.  David W. Van Rossum is the
Debtors' sole officer.  Bond, Schoeneck & King, PLLC, is counsel
to the Debtor.

Based in Endicott, New York, and formed in 2002, EIT is the
successor to the microelectronics division of IBM Corp.  The
products are used in aerospace, defense and medication
applications, among others.

The Company sought Chapter 11 bankruptcy protection after
suffering $100 million in operating losses in the last four years.
In addition to $16 million in secured claims, trade suppliers are
owed $34 million.  There is another $32 million owing for loans
made by shareholders.  The Company said the book value of property
is $36 million.

An official committee of unsecured creditors has been appointed in
the case with Avnet Electronics Marketing, Arrow Electronics,
Inc., Acbel Polytech, Inc., Cadence Design Systems, Inc.,
Orbotech, Inc., Tyco Electronics, and High Performance Copper
Foil, Inc. as members.  The committee is represented by Arent Fox
LLP.

The official creditors' committee said there could be $20.8
million in claims to bring against insiders.  In August, the
judge authorized the committee to conduct an investigation of the
insiders.


ENDICOTT INTERCONNECT: IBM Opposes Turnover of Funds to Integrian
-----------------------------------------------------------------
International Business Machines Corp. asked Judge Diane Davis to
deny the proposed turnover of over a half million dollars in
accounts receivable held by the company.

The move came after Integrian Holdings LLC asked the bankruptcy
judge to compel IBM to turn over $508,401 in accounts receivable
arising from Endicott Interconnect Technologies, Inc.'s production
of printed circuit boards for the company.

Integrian, a secured lender of Endicott, bought last year the
assets of the company, including its accounts receivable, through
i3 Technologies.

In a court filing, IBM said the agreement it made with Endicott
for the production of printed circuit boards wasn't assumed as
part of the sale, and was subsequently rejected.

IBM said it retained those funds on account of a levy on the funds
served on the company on behalf of Computer Crafts, Inc.  In
response to the levy, it withheld payment on nine invoices from
Endicott in the total amount of $508,401, IBM said in the filing.

The proposed turnover also drew flak from Computer Crafts whose
interest is secured by the levy on those funds.  Computer Crafts
proposed that the funds be turned over to the tech firm.

IBM is represented by:

     Christopher R. Belmonte, Esq.
     Abigail Snow, Esq.
     Satterlee Stephens Burke & Burke LLP
     230 Park Avenue, Suite 1130
     New York, New York 10169
     Tel: (212) 818-9200
     Email: cbelmonte@ssbb.com
            asnow@ssbb.com

Computer Crafts is represented by:

     Donald W. Clarke, Esq.
     Wasserman, Jurista & Stolz, P.C.
     225 Millburn Avenue, Suite 207
     Millburn, New Jersey 07041
     Tel: 973-467-2700
     Fax: 973-467-8126
     Email: dclarke@wjslaw.com

                   About Endicott Interconnect

Endicott Interconnect Technologies, Inc., and its affiliates filed
a Chapter 11 petition (Bankr. N.D.N.Y. Case No. 13-bk-61156) in
Utica, New York, on July 10, 2013, to sell the business before
cash runs out by the end of September.  David W. Van Rossum is the
Debtors' sole officer.  Bond, Schoeneck & King, PLLC, is counsel
to the Debtor.

Based in Endicott, New York, and formed in 2002, EIT is the
successor to the microelectronics division of IBM Corp.  The
products are used in aerospace, defense and medication
applications, among others.

The Company sought Chapter 11 bankruptcy protection after
suffering $100 million in operating losses in the last four years.
In addition to $16 million in secured claims, trade suppliers are
owed $34 million.  There is another $32 million owing for loans
made by shareholders.  The Company said the book value of property
is $36 million.

An official committee of unsecured creditors has been appointed in
the case with Avnet Electronics Marketing, Arrow Electronics,
Inc., Acbel Polytech, Inc., Cadence Design Systems, Inc.,
Orbotech, Inc., Tyco Electronics, and High Performance Copper
Foil, Inc. as members.  The committee is represented by Arent Fox
LLP.

The official creditors' committee said there could be $20.8
million in claims to bring against insiders.  In August, the
judge authorized the committee to conduct an investigation of the
insiders.


ENERGY XXI: Fitch Cuts Issuer Default Rating to 'B'
---------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Rating (IDR) of
Energy XXI Gulf Coast (Delaware) to 'B' from 'B+' and downgraded
the IDR of Energy XXI (Bermuda) to 'B-' from 'B' following the
company's announcement that it would acquire EPL Oil and Gas Inc.
(EPL) for total consideration of approximately $2.3 billion.
As calculated by Fitch, approximately $2.12 billion in debt with
equity credit is affected by the rating decision.

Fitch has downgraded the following, with a Stable Outlook:

Energy XXI (Bermuda)

-- IDR to 'B-' from 'B';
-- Convertible perpetual preferred to 'CCC/RR6' from 'CCC+/RR6';
-- Convertible notes to 'CCC/RR6' from 'B'/RR4.

Energy XXI Gulf Coast (Delaware)

-- IDR to 'B' from 'B+';
-- Senior secured revolver to 'BB/RR1'from 'BB+/RR1';
-- Senior unsecured notes to 'B/RR4' from 'B+/RR4'.

Key Ratings Drivers

Epl Acquisition
Under announced terms of the deal, Energy XXI will acquire EPL for
total consideration of $2.3 billion, including the assumption of
existing EPL debt.  Following completion of the deal, EXXI will be
the largest publicly traded pure-play company in the Gulf of
Mexico (GoM), with production of approximately 65,000 barrels of
oil equivalent per day (boepd), versus approximately 44,000 boepd.
The combined company's output mix is expected to be 70% oil, while
its proven (1p) reserve base will increase from 171 MMboe to 243
MMboe.  The combined company will operate 10 of the largest oil
fields in the Gulf of Mexico shelf. EPL's asset profile is very
similar to EXXI's, and should allow for meaningful cost savings
synergies.

The deal will also significantly increase EXXI's leverage on a pro
forma basis.  As calculated by Fitch, pro forma debt/boe 1p
reserves will increase above $14, debt/boe PD will rise above $23,
and debt/flowing barrel will rise above $53,000/barrel.  This
compares to levels of just $8.36/boe, $13.64/boe, and
approximately $35,000/barrel at June 30, 2013.

Energy XXI's ratings are supported by the company's growing scale
and robust organic drilling program; high exposure to liquids,
composed mostly of higher-value black oil linked to waterborne
grade pricing; historically strong production economics and cash
generation; operator status on a majority of its properties; and
the short-term cash flow protections of its hedging position.

Ratings issues for bondholders include higher leverage; the
company's status as a small offshore GoM producer; lack of basin
diversification; the relatively flat production outlook over the
next few years; increasing structural subordination at EXXI
Bermuda; and exposure to the riskier ultra-deep shelf exploration
program.

Increase In 2013 Reserves

EXXI reported a large (50%) increase in audited proven (1p)
reserves at June 30, 2013, resulting in a 2013 reserve replacement
ratio of 393% on an organic basis, and 475% on an all-in basis, as
calculated by Fitch.  Total 1p reserves climbed to 179 MMboe from
119 MMboe the year prior, comprised primarily of extensions and
discoveries (62 MMboe), and to a lesser degree acquisitions (13
MMboe).  A significant driver of the increase was the company's
horizontal drilling program in the GoM, which consists of short
laterals (less than 1000 feet) drilled in EXXI's mature offshore
properties.  Fitch would note that there is a sizable backlog of
such drilling opportunities across EXXI's portfolio.

Increased Subordination At Exxi Bermuda

The notching between the IDRs of EXXI Gulf Coast and EXXI Bermuda
is driven by recognition of the significant legal separations
between the stronger EXXI Gulf Coast subsidiary (which houses most
of the corporation's assets and cash flows) and the weaker EXXI
Bermuda parent (which depends on distributions from EXXI Gulf
Coast), as well as the increased structural subordination that has
arisen from issuing additional securities at the weaker Bermuda
parent.

Fitch would note that despite reasonably strong operational ties,
the legal separations between EXXI Gulf Coast and Bermuda are
significant and include restrictions on dividend payments from
Gulf Coast to the parent; a lack of guarantees from the subsidiary
up to the parent; and separate legal jurisdictions (Bermuda vs.
the U.S.).

Limited Ultra-Deep Shelf Commitment

EXXI has participated in 8 ultra-deep shelf wells to date with
participation levels of 9%-20%.  The company seeks to limit its
total exposure to these projects to less than 10% of expected cash
flow in any one year, and EXXI's strategy has been to fund this
higher risk exploration drilling with lower risk drilling
prospects across the rest of its portfolio.

Liquidity

EXXI's liquidity was good at Dec. 31, 2013, and included
availability on its main revolver of approximately $710 million,
or 65.3% after borrowings of $152.3 million and Letters of Credit
of $225.3 million.  The revolver, which expires in April 2018, is
secured by a borrowing base linked to at least 85% of the
company's proven properties.  Similar to other borrowing-based
revolvers, the base periodically resizes in line with the
underlying value of the collateral.

Key revolver covenants include maximum leverage of 3.5x; minimum
interest coverage of 3.0x; and a minimum current ratio of 1.0x, as
well as change of control provisions and restricted payments.  The
company had ample headroom on all covenants at Dec. 31, 2013.
Restrictions on dividends from EXXI Gulf Coast to its Bermuda
parent were recently loosened to include $350 million per year,
subject to liquidity and minimum cumulative consolidated net
income tests.  EXXI's other maturities are light, with the no
major bonds maturities due over the next three years.

Recovery Rating

Fitch's Recovery Rating (RR) of '1' on EXXI's secured revolving
credit facility indicates outstanding recovery prospects (91%-
100%) for holders of this debt.  The revolver is secured by at
least 85% of the total value of proven reserves of the company and
its subsidiaries.  The RR for EXXI's senior unsecured notes of '4'
indicates average recovery prospects for holders of these issues,
while the RR of EXXI's junior securities of '6' indicates poor
recovery prospects for these securities.

Other Liabilities

EXXI's other liabilities are manageable.  The company's Asset
Retirement Obligation (ARO) was approximately $307.1 million at YE
2013. EXXI has provided a guarantee to its 20% joint venture M21k
for the payment of that company's ARO and other minor liabilities
($1.8 million) in exchange for a $6.3 million payment from M21k.
EXXI hedges a significant portion of its expected output using a
range of instruments, including swaps, collars, 3-way collars, and
puts.

Ratings Sensitivities

Positive: Future developments that may lead to positive rating
actions include:

-- Increased size, scale and portfolio diversification,
    accompanied by sustained improvement in debt/boe metrics;

-- A demonstrated managerial commitment to lower debt levels.

Negative: Future developments that could lead to negative rating
action include:

-- Additional increase in debt/boe metrics from current levels;

-- A change in philosophy on the use of balance sheet;

-- A major operational issue such as sustained difficulty in
    integrating the new acquisition or a well blowout;

-- A sustained collapse in oil prices without other adjustments
   to capex.


FANNIE MAE: Court Grants Fairholme's Discovery Motion in Suit
-------------------------------------------------------------
Nick Timiraos, writing for The Wall Street Journal, reported that
a federal judge granted Bruce Berkowitz's Fairholme Funds Inc. a
motion to conduct discovery in its lawsuit against the U.S.
government that challenges changes that the Treasury Department
made to its bailout of Fannie Mae and Freddie Mac.

According to the report, the ruling marked an initial victory for
shareholders in what figures to be a long-running battle with the
U.S. government over its 2012 decision to require Fannie and
Freddie to send all of their profits to the government as part of
the mortgage companies' 2008 bailouts.

Judge Margaret M. Sweeney of the U.S. Court of Federal Claims said
she would hear the government's motion to dismiss the lawsuit only
after lawyers representing Fairholme had the opportunity to seek
evidence that could undermine arguments the government has made in
seeking to dismiss the case, the report related.

A growing class of shareholders has sued the Treasury to challenge
the changes to Fannie and Freddie's bailout terms, the report
further related.  They say the new terms amount to an
unconstitutional expropriation of assets and illegal self-dealing
between Treasury and the firms' regulator, the Federal Housing
Finance Agency, which is charged with running the companies during
their federal conservatorship.

The U.S. had argued that the case should be dismissed and that
shareholders' claims weren't ripe for review because Fannie and
Freddie's future profitability is unknown and because the firms
are still in a government-run conservatorship, the report said.
Those claims, the government had said, meant plaintiffs couldn't
assert that they had sustained losses resulting from the
government's actions.

                         About Fannie Mae

Federal National Mortgage Association, aka Fannie Mae, is a
government-sponsored enterprise that was chartered by U.S.
Congress in 1938 to support liquidity, stability and affordability
in the secondary mortgage market, where existing mortgage-related
assets are purchased and sold.

The U.S. Department of the Treasury owns Fannie Mae's senior
preferred stock and a warrant to purchase 79.9 percent of its
common stock, and Treasury has made a commitment under a senior
preferred stock purchase agreement to provide Fannie with funds
under specified conditions to maintain a positive net worth.

                          Conservatorship

Fannie Mae has operated under the conservatorship of the Federal
Housing Finance Agency since Sept. 6, 2008.  Fannie Mae has not
received funds from Treasury since the first quarter of 2012.  The
funding the company has received under the senior preferred stock
purchase agreement with the U.S. Treasury has provided the company
with the capital and liquidity needed to maintain its ability to
fulfill its mission of providing liquidity and support to the
nation's housing finance markets and to avoid a trigger of
mandatory receivership under the Federal Housing Finance
Regulatory Reform Act of 2008.  For periods through March 31,
2013, Fannie Mae has requested cumulative draws totaling $116.1
billion.  Under the senior preferred stock purchase agreement, the
payment of dividends cannot be used to offset prior Treasury
draws.  Accordingly, while Fannie Mae has paid $35.6 billion in
dividends to Treasury through March 31, 2013, Treasury still
maintains a liquidation preference of $117.1 billion on the
company's senior preferred stock.

In August 2012, the terms governing the company's dividend
obligations on the senior preferred stock were amended.  The
amended senior preferred stock purchase agreement does not allow
the company to build a capital reserve.  Beginning in 2013, the
required senior preferred stock dividends each quarter equal the
amount, if any, by which the company's net worth as of the end of
the preceding quarter exceeds an applicable capital reserve
amount.  The applicable capital reserve amount is $3.0 billion for
each quarter of 2013 and will be reduced by $600 million annually
until it reaches zero in 2018.

The amount of remaining funding available to Fannie Mae under the
senior preferred stock purchase agreement with Treasury is
currently $117.6 billion.  Fannie Mae is not permitted to redeem
the senior preferred stock prior to the termination of Treasury's
funding commitment under the senior preferred stock purchase
agreement.

                        About Freddie Mac

Based in McLean, Virginia, the Federal Home Loan Mortgage
Corporation, known as Freddie Mac (OTCBB: FMCC) --
http://www.FreddieMac.com/-- was established by Congress in
1970 to provide liquidity, stability and affordability to the
nation's residential mortgage markets.  Freddie Mac supports
communities across the nation by providing mortgage capital to
lenders.  Over the years, Freddie Mac has made home possible for
one in six homebuyers and more than five million renters.

Freddie Mac is under conservatorship and is dependent upon the
continued support of Treasury and the Federal Housing Finance
Agency acting as conservator to continue operating its
business.


FANNIE MAE: Payments to U.S. Will Exceed Bailout
------------------------------------------------
Clea Benson, writing for Bloomberg News, reported that Fannie Mae
will pay the Treasury Department $7.2 billion after posting an
eighth straight quarterly profit, pushing total dividend payments
above the $116.1 billion of aid it received after the financial
crisis.

According to the report, the mortgage-finance company, which is
operating under federal conservatorship, had net income of $6.5
billion for the three months ended Dec. 31, Washington-based
Fannie Mae said on Feb. 21 in a regulatory filing. That brought
earnings for 2013 to $84 billion, the highest ever for the 80-
year-old firm.

"Obviously, it's good news for taxpayers that Fannie Mae is
profitable," Chief Executive Officer Timothy J. Mayopoulos said on
a call with reporters, the report cited. "I don't think our
profitability should be interpreted as a reason for delaying
housing-finance reform."

After its latest dividend payment, Fannie Mae will have sent the
Treasury a total of $121.1 billion, the report said.  The company
also counts an additional $1 billion in senior preferred stock the
Treasury obtained in 2008 as part of its aid package.

                         About Fannie Mae

Federal National Mortgage Association, aka Fannie Mae, is a
government-sponsored enterprise that was chartered by U.S.
Congress in 1938 to support liquidity, stability and affordability
in the secondary mortgage market, where existing mortgage-related
assets are purchased and sold.

The U.S. Department of the Treasury owns Fannie Mae's senior
preferred stock and a warrant to purchase 79.9 percent of its
common stock, and Treasury has made a commitment under a senior
preferred stock purchase agreement to provide Fannie with funds
under specified conditions to maintain a positive net worth.

                          Conservatorship

Fannie Mae has operated under the conservatorship of the Federal
Housing Finance Agency since Sept. 6, 2008.  Fannie Mae has not
received funds from Treasury since the first quarter of 2012.  The
funding the company has received under the senior preferred stock
purchase agreement with the U.S. Treasury has provided the company
with the capital and liquidity needed to maintain its ability to
fulfill its mission of providing liquidity and support to the
nation's housing finance markets and to avoid a trigger of
mandatory receivership under the Federal Housing Finance
Regulatory Reform Act of 2008.  For periods through March 31,
2013, Fannie Mae has requested cumulative draws totaling $116.1
billion.  Under the senior preferred stock purchase agreement, the
payment of dividends cannot be used to offset prior Treasury
draws.  Accordingly, while Fannie Mae has paid $35.6 billion in
dividends to Treasury through March 31, 2013, Treasury still
maintains a liquidation preference of $117.1 billion on the
company's senior preferred stock.

In August 2012, the terms governing the company's dividend
obligations on the senior preferred stock were amended.  The
amended senior preferred stock purchase agreement does not allow
the company to build a capital reserve.  Beginning in 2013, the
required senior preferred stock dividends each quarter equal the
amount, if any, by which the company's net worth as of the end of
the preceding quarter exceeds an applicable capital reserve
amount.  The applicable capital reserve amount is $3.0 billion for
each quarter of 2013 and will be reduced by $600 million annually
until it reaches zero in 2018.

The amount of remaining funding available to Fannie Mae under the
senior preferred stock purchase agreement with Treasury is
currently $117.6 billion.  Fannie Mae is not permitted to redeem
the senior preferred stock prior to the termination of Treasury's
funding commitment under the senior preferred stock purchase
agreement.


FIA LEVERAGED: Pension Funds Sue on a Deal Gone Cold
----------------------------------------------------
Rachel Abrams, writing for The New York Times' DealBook, reported
that sitting around a table in Baton Rouge, La., in February 2008,
a handful of board members of the Firefighters' Retirement System
of Louisiana heard an investment pitch that would later come back
to haunt them.

Their consultant, Joe Meals, said that others had already jumped
at the chance to invest with Alphonse Fletcher Jr., a flashy Wall
Street financier whom Mr. Meals described as a long-established
hedge fund manager, according to video recordings, the report
related.  The fund was offering essentially a 12 percent
guaranteed return, according to Mr. Meals, secured by a third-
party investor, and the opportunity was so hot the board would
have to make a decision that day.

"I can tell you, it won't be on the table this time next month,"
Mr. Meals told the group, the report cited the video recordings.
"It won't take 30 days for somebody else to want it."

The firefighters' system eventually said yes, and along with two
other pension funds -- the Municipal Employees' Retirement System
and the New Orleans Firefighters' Pension and Relief Fund --
invested a combined $100 million in one of Mr. Fletcher's funds,
FIA Leveraged, the report said.  As they understood it, the fund
would invest in liquid securities that could be sold in a matter
of weeks.

Mr. Fletcher's hedge fund has since been described by a court-
appointed bankruptcy trustee as having elements of a Ponzi scheme,
and four retirement systems are fighting to recover their money,
the report said.  A federal judge is scheduled to rule in March on
a plan to liquidate the fund's assets, which the trustee deemed
"virtually worthless" in a report last November.


FOX & HOUND: Sale to Cerberus Unit, Global Settlement Approved
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware on
Feb. 28, 2014, approved an asset purchase agreement between F & H
Acquisition Corp., et al., and Cerberus Business Finance, LLC, as
agent on behalf of the second lien lenders, for the sale of
substantially all of the Debtors' assets.

The deal is valued at more than $125 million.

F & H Acquisition said in court papers supporting the sale that:

   1. the Debtors, their DIP Lenders, First Lien Lenders, Second
      Lien Lenders, and the official Creditors' Committee have
      reached a comprehensive global resolution that will save
      more than 5,000 jobs, includes the assumption of roughly
      $90 million in estate liabilities, provides payment of
      known administrative claims, and provides a distribution
      to those unsecured creditors whose claims are not being
      assumed under the sale.

   2. After a year of marketing the Debtors' assets, it is very
      clear to the Debtors and the settling parties that the
      Global Settlement and related Sale is in the best interests
      of the Debtors' estates and their creditors.  The Global
      Settlement resolves a number of complex and integrated
      financial issues between all of the major constituents in
      these cases, that, absent resolution, could mire the
      Debtors' estates in administrative insolvency, litigation
      and delay, none of which these estates can afford or
      withstand.

      The key components of the sale transaction and global
      settlement include, among other things:

      * assumption of more than $70 million under the First Lien
        Credit Agreement;

      * assumption of up to $9.6 million of the DIP Loan;

      * assumption of $10 million under the Second Lien Credit
        Agreement;

      * credit bid of $19 million of Second Lien Debt;

      * assumption of an estimated $6.7 million in additional
        estate liabilities;

      * cash investment of $10 million by the Buyer to ensure
        the go forward business is adequately capitalized;

      * funding of an estimated $4.5 million Wind Down Budget; and

      * funding of $500,000 for general unsecured creditors.

   3. The Global Settlement provides for, among other things:

      * GECC's funding of up to $9.6 million under the DIP Loan
        to pay budgeted administrative expense claims;

      * waiver of the Second Lien Lenders' deficiency claims;
        and

      * mutual releases as of the closing of the sale
        transaction.

Champs Restaurants filed an objection to the sale, stating that
the Marks -- specifically the trade name "Champ's" and the
corresponding U.S. Patent and Trademark Office Registration No.
1,191,885 -- must not be included in the sale because the Debtors
do not appear to own them.

Landlords DDR Corp., Forest City Enterprises, Inc. and Weingarten
Realty Investors and their respective affiliates objected to the
sale, stating that the Debtors proposed to assign the leases to
the buyer or some other designee, but have failed to provide
adequate assurance of future performance as required by the
Bankruptcy Code.  The Cure Amounts proposed by the Debtors do not
include all amounts owed to the landlords and the APA attempted to
improperly limit the obligations assumed by the assignee,
highlighting the Debtors' failure to provide adequate assurance of
future performance.

The landlords reserve the right to amend and/or supplement this
Objection, including, without limitation, adding obligations that
accrue, arise, or are related to the pre-assumption and assignment
period that subsequently become known to the landlords.

Other landlords, Brixmor Property Group, Inc., Federal Realty
Investment Trust, Street Retail, Inc., GGP Limited Partnership and
Stanbery Harrisburg, L.P., said that unless the Debtors or
purchaser comply with all of the requirements of Sections 365(b)
and (f) of the Bankruptcy Code, any proposed assumption and
assignment must be denied.

The objecting landlords are the owners or agents for the owners of
certain shopping centers in which Debtors operate restaurants
pursuant to written leases which were affected by the relief
sought by the motion.

Roberta DeAngelis, the U.S. Trustee, also objected to the sale,
stating that to the wind down process as outlined in the global
settlement does not comply with the requirements of the chapter 11
and is not a substitute for the Chapter 11 Plan process.

The Debtors on Feb. 27 filed an omnibus response to the sale
objections.

In approving the Sale, the Court held that any objections to the
sale motion or entry of the sale order that have not been
withdrawn, waived, or settled, and all reservations of rights are
denied and overruled.

A full-text copy of the asset purchase agreement is available for
free at http://bankrupt.com/misc/F&HACQUISITIONapa.pdf

                         Global Settlement

The Bankruptcy Court on Feb. 28 also approved the compromise of
controversies between the Official Committee of Unsecured
Creditors, on one hand, and F&H Acquisition Corp., et al., the
buyer (Cerberus Business Finance, LLC) and secured lender parties
(Prepetition First Lien Agent, Prepetition First Lien Lenders and
Prepetition Second Lien Lenders), on the other hand.

Under the Term Sheet, the secured lender parties agreed that the
Debtors can access all available postpetition financing to satisfy
claims incurred postpetition in certain cases whether or not such
claims are included in the line item budget attached to the
interim DIP order.

Based upon information received from the Debtors, the Committee
understands that the postpetition financing will be sufficient to
satisfy all administrative claims.

The Court also ordered that all objections to the compromise that
have not been withdrawn, waived or settled, and all reservations
of rights in connection with the motion, are overruled.

Objections were filed by Champ's Restaurants, Inc., and the U.S.
States Trustee.

The Committee filed an omnibus reply to the objections, stating
that the term sheet does not violate the Bankruptcy Code's
priority scheme or predetermine the wind down of the cases.  The
Committee believes the settlement embodied in the term sheet is
the best possible outcome for the estate and all unsecured
creditors.  General unsecured creditors were way underwater
without any realistic hope of any distribution.  The Debtors'
estates did not possess any viable causes of action against any
third party that would alter that economic reality.

                  About F & H Acquisition Corp.

Wichita, Kansas-based F & H Acquisition Corp., et al., owners of
the Fox & Hound, Champps, and Bailey's Sports Grille casual dining
restaurants, filed a Chapter 11 petition (Bankr. D. Del. Lead
Case No. 13-13220) on Dec. 16, 2013, to quickly sell their assets.

As of the bankruptcy filing, the Debtors have 101 restaurants
located in 27 states and 6,000 employees.  Sales decreased by
approximately 9 percent over the past two years.  The Debtors also
experienced significant inflation in commodity prices, energy
prices and labor costs.

F&H estimated assets in excess of $100 million.  According to a
court filing, outstanding debt obligations total $119 million,
including $68.4 million owing on a first-lien loan with General
Electric Capital Corp. as agent.  The $11.2 million second-lien
obligation has Cerberus Business Finance LLC as agent.  Unsecured
trade suppliers and landlords are owed $11.2 million.

F & H Acquisition Corp., disclosed $122,115,200 in assets and
$122,579,631 in liabilities as of the Chapter 11 filing.

The senior lenders are to provide $9.6 million in financing for
the bankruptcy, with $3.5 million on an interim basis.

The parent holding company, F&H Acquisition Corp., is based in
Wichita, Kansas.

The Debtors have tapped Adam Friedman, Esq., at Olshan Frome
Wolosky LLP, in New York; and Robert S. Brady, Esq., Young Conaway
Stargatt & Taylor, LLP, in Wilmington, Delaware, as counsel;
Imperial Capital LLC as financial advisor; and Epiq Bankruptcy
Solutions as claims and noticing agent.

The U.S. Trustee has appointed seven members to an official
committee of unsecured creditors.  The Official Committee of
Unsecured Creditors is represented by Bradford J. Sandler, Esq.,
at Pachulski Stang Ziehl & Jones, LLP, in Wilmington, Delaware;
and Jeffrey N. Pomerantz, Esq., at Pachulski Stang Ziehl & Jones,
LLP, in Los Angeles, California.


FOX & HOUND: May Incur Up to $2.3MM DIP Loan From GE Capital
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware on
Feb. 28, 2014, entered a final order authorizing F&H Acquisition
Corp., et al., to:

   i) obtain senior secured priming and superpriority
      postpetition financing consisting of (a) a letter of
      credit facility comprised of all existing prepetition
      letters of credit, in the aggregate amount not to exceed
      $2,269,000, (b) a revolving credit facility for up to
      $9,600,000 in principal, which would include a sublimit
      of $1,000,000 for letters of credit issued from and after
      the Petition Date, and (c) the prepetition first lien roll
      up from General Electric Capital Corporation, as
      administrative agent; and

  ii) use cash collateral

As adequate protection from any diminution in value of the
lender's collateral, the Debtor will grant the lender replacement
liens and a superpriority administrative expense claims status.

                  About F & H Acquisition Corp.

Wichita, Kansas-based F & H Acquisition Corp., et al., owners of
the Fox & Hound, Champps, and Bailey's Sports Grille casual dining
restaurants, filed a Chapter 11 petition (Bankr. D. Del. Lead
Case No. 13-13220) on Dec. 16, 2013, to quickly sell their assets.

As of the bankruptcy filing, the Debtors have 101 restaurants
located in 27 states and 6,000 employees.  Sales decreased by
approximately 9 percent over the past two years.  The Debtors also
experienced significant inflation in commodity prices, energy
prices and labor costs.

F&H estimated assets in excess of $100 million.  According to a
court filing, outstanding debt obligations total $119 million,
including $68.4 million owing on a first-lien loan with General
Electric Capital Corp. as agent.  The $11.2 million second-lien
obligation has Cerberus Business Finance LLC as agent.  Unsecured
trade suppliers and landlords are owed $11.2 million.

F & H Acquisition Corp., disclosed $122,115,200 in assets and
$122,579,631 in liabilities as of the Chapter 11 filing.

The senior lenders are to provide $9.6 million in financing for
the bankruptcy, with $3.5 million on an interim basis.

The parent holding company, F&H Acquisition Corp., is based in
Wichita, Kansas.

The Debtors have tapped Adam Friedman, Esq., at Olshan Frome
Wolosky LLP, in New York; and Robert S. Brady, Esq., Young Conaway
Stargatt & Taylor, LLP, in Wilmington, Delaware, as counsel;
Imperial Capital LLC as financial advisor; and Epiq Bankruptcy
Solutions as claims and noticing agent.

The U.S. Trustee has appointed seven members to an official
committee of unsecured creditors.  The Official Committee of
Unsecured Creditors is represented by Bradford J. Sandler, Esq.,
at Pachulski Stang Ziehl & Jones, LLP, in Wilmington, Delaware;
and Jeffrey N. Pomerantz, Esq., at Pachulski Stang Ziehl & Jones,
LLP, in Los Angeles, California.


FOX & HOUND: Wants Until July 14 to Decide on Leases
----------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing on March 31, 2014, at 10:00 a.m., to consider
F & H Acquisition Corp., et al.'s request to extend until July 14,
2014, the time to assume or reject their unexpired leases of
nonresidential real property.  Objections, if any, are due
March 24.

The Debtors are party to approximately 80 retail leases and other
leases of nonresidential real property that have not been assumed
or rejected.

According to the Debtor, by order dated Feb. 28, 2014, the Court
approved the sale of substantially all of their assets pursuant to
an asset purchase agreement, dated as of Feb. 7 by and among the
Debtors and Cerberus Business Finance, LLC.

In connection with the sale and as contemplated by the APA, the
Debtors said the buyer needs more time to review each of the
leases to determine if such leases would: (1) constitute purchased
contracts under the APA at the time of closing; (2) constitute
designations rights assets at the time of closing; or (3)
constitute excluded contracts at the time of closing.

The APA provides for a period of three months after the closing
of the sale during which, inter alia, the Debtors cannot reject
any contract unless that contract is expressly designated by the
buyer in writing as an excluded contract, the buyer fails to pay
amounts owed with respect to that contract pursuant to the
designation rights budget in accordance with this agreement, or
unless otherwise agreed to in writing by the buyer.

                  About F & H Acquisition Corp.

Wichita, Kansas-based F & H Acquisition Corp., et al., owners of
the Fox & Hound, Champps, and Bailey's Sports Grille casual dining
restaurants, filed a Chapter 11 petition (Bankr. D. Del. Lead
Case No. 13-13220) on Dec. 16, 2013, to quickly sell their assets.

As of the bankruptcy filing, the Debtors have 101 restaurants
located in 27 states and 6,000 employees.  Sales decreased by
approximately 9 percent over the past two years.  The Debtors also
experienced significant inflation in commodity prices, energy
prices and labor costs.

F&H estimated assets in excess of $100 million.  According to a
court filing, outstanding debt obligations total $119 million,
including $68.4 million owing on a first-lien loan with General
Electric Capital Corp. as agent.  The $11.2 million second-lien
obligation has Cerberus Business Finance LLC as agent.  Unsecured
trade suppliers and landlords are owed $11.2 million.

F & H Acquisition Corp., disclosed $122,115,200 in assets and
$122,579,631 in liabilities as of the Chapter 11 filing.

The senior lenders are to provide $9.6 million in financing for
the bankruptcy, with $3.5 million on an interim basis.

The parent holding company, F&H Acquisition Corp., is based in
Wichita, Kansas.

The Debtors have tapped Adam Friedman, Esq., at Olshan Frome
Wolosky LLP, in New York; and Robert S. Brady, Esq., Young Conaway
Stargatt & Taylor, LLP, in Wilmington, Delaware, as counsel;
Imperial Capital LLC as financial advisor; and Epiq Bankruptcy
Solutions as claims and noticing agent.

The U.S. Trustee has appointed seven members to an official
committee of unsecured creditors.  The Official Committee of
Unsecured Creditors is represented by Bradford J. Sandler, Esq.,
at Pachulski Stang Ziehl & Jones, LLP, in Wilmington, Delaware;
and Jeffrey N. Pomerantz, Esq., at Pachulski Stang Ziehl & Jones,
LLP, in Los Angeles, California.


FOX TROT: Gets Court's Approval to File Plan Until May 12
---------------------------------------------------------
The Hon. Tracey N. Wise of the U.S. Bankruptcy Court for the
Eastern District of Kentucky extended the exclusive periods of Fox
Trot Corporation to:

   i) file a plan and disclosure statement, up to and including,
      May 12, 2014, and

  ii) solicit acceptances of the plan, up to and including
      July 9, 2014.

As reported in the Troubled Company Reporter on Feb. 26, 2014, the
Debtor said it is close to being in a position to receive
significant royalty income from an affiliate, which will enable
the Debtor to obtain exit financing in an amount that the Debtor
believes will be sufficient to propose a confirmable plan of
reorganization or even potentially satisfy the claims of all of
its creditors.

As of the Petition Date, the Debtor held interests in three
limited liability companies and owns certain real property in
Fayette County.  The first of these limited liability companies,
Fox Trot Properties, LLC, is a Kentucky limited liability company
that owns and leases approximately 600 acres of real property in
Estill County.  FT Properties leases and subleases the Estill
Property to BRC Alabama No. 5, LLC, and BRC Greenfuels, LLC.  The
Tenants have constructed certain refined coal production
facilities on the Estill Property.  Bowie Refined Coal, LLC, has
contracted with FT Properties and the Tenants to purchase refined
coal from the Estill Property.  "Once fully operational, the
Production Facilities are expected to produce significant royalty
payments for FT Properties, which should enable the Debtor to
service debt obligations through bankruptcy exist financing in an
amount sufficient to satisfy the claims of all creditors in this
Chapter 11 case," the Debtor stated.

The Debtor said it believes that an extension is warranted so
that FT Properties has adequate time to ensure that full
production begins at the Production Facilities and that the
royalty streams are in place to enable the Debtor to obtain
bankruptcy exit financing. The Debtor said that its discussions
with a potential lender have also been positive and are
anticipated to continue in February 2014 with a possible March
2014 closing date.

FT Properties intended to liquidate excess materials and equipment
at the Estill Property over the next 30 days and provide the net
proceeds from this liquidation to the Debtor to assist in
stabilizing and continuing its operations.  It is believed that
the sale of this material and equipment will produce between
$100,000 and $200,000, which is more than enough to provide for
the Debtor's postpetition operations through confirmation, the
Debtor said.

                    About Fox Trot Corporation

Fox Trot Corporation, which maintains its principal place of
business in Lexington, Fayette County, Kentucky, sought protection
under Chapter 11 of the Bankruptcy Code on Oct. 12, 2013 (Case No.
13-52471, Bankr. E.D. Ky.).  The case is assigned to Judge Gregory
R. Schaaf.  Adam R. Kegley, Esq., at Frost Brown Todd LLC,
represents the Debtor in its restructuring effort.  In its
schedules, the Debtor disclosed $25,570,806.02 in total assets and
$3,913,035.20 in total liabilities.

The Debtor employed Duane Cook & Associates PLC as special counsel
to advise the Debtor with respect to all matters involved in the
prosecution of an appeal and counterclaims.  The Debtor hired
David Beck, CPA, as accountant.


FREEDOM INDUSTRIES: Cooperating With a Grand Jury
-------------------------------------------------
Joseph Checkler, writing for Daily Bankruptcy Review, reported
that the company behind last month's West Virginia chemical spill
said it is cooperating with the grand jury investigation of the
spill and said it needs to hire a firm to help with gathering and
preserving its electronic records.

According to the report, in a filing with U.S. Bankruptcy Court in
Charleston, W. Va., Freedom Industries Inc. said it needs to hire
digital investigations firm Vestige Ltd. to help with electronic-
document requests related to the grand jury subpoena.

"The Debtor has already been coordinating with the relevant
government agencies in good faith to comply with all of the
Electronic Document Requests," the report cited Freedom in its
filing.

"At this point, however, it needs to retain the services of
Vestige to be certain that all Electronic Evidence is retrieved,
preserved, and maintained," the report further cited. Freedom said
that, if it doesn't get approval to pay Vestige its quoted $42,555
fee, the company could face "further legal action and/or sanctions
from the governmental agencies and/or this Court."

Along with the grand jury subpoena from the U.S. Justice
Department, Freedom also said that the West Virginia Attorney
General and several parties suing the company have asked for it to
preserve its electronic records, the report related.

                    About Freedom Industries

Freedom Industries Inc., the company connected to a chemical spill
that tainted the water supply in West Virginia, sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Case
No. 14-bk-20017) on Jan. 17, 2014.  The case is assigned to Judge
Ronald G. Pearson.  The petition was signed by Gary Southern,
president.

The Debtor is represented by Mark E Freedlander, Esq., at McGuire
Woods LLP, in Pittsburgh, Pennsylvania; and Stephen L. Thompson,
Esq., at Barth & Thompson, in Charleston, West Virginia.

On Dec. 31, 2013, four companies merged under the umbrella of
Freedom Industries: Freedom Industries Inc., Etowah River Terminal
LLC, Poca Blending LLC and Crete Technologies LLC.


FRIENDSHIP DAIRIES: AgStar Financial Opposes Ch. 11 Plan
--------------------------------------------------------
AgStar Financial Services, FLCA, as loan services and attorney in
fact for McFinney Agri-Finance, LLC, submitted an objection to the
Third Plan of Reorganization proposed by Friendship Dairies.

"Friendship Dairies is at an unpassable crossroads of its own
making.  On the one hand, the Debtor has appealed the Court's
January 7, 2014 Order granting AgStar stay relief as to its
collateral to the U.S. District Court for the Northern District of
Texas.  The appeal is currently pending and the District Court has
jurisdiction over the Stay Relief Order.  On the other hand, the
Debtor has submitted the Third Amended Plan, which assumes without
reason or authority that the Debtor will continue to own and
operate its real property.  Accordingly, there is a disconnect as
the Debtor cannot move forward with any Third Amended Plan
involving the real property until the District Court resolves the
appeal of the Stay Relief Order.  At this juncture the only
feasible plan must involve liquidation of the livestock or
transportation of the livestock to another site with more
confidence in the Debtor's operation. Unless the District Court
reverses the Stay Relief Order, one of the Debtor's basic
assumptions is untenable and the Third Amended Plan is fatally
flawed. As such, the Court should not consider the Debtor's Third
Amended Plan until the District Court has resolved the appeal of
the Stay Relief Order," according to John O'Brien, Esq., at Snell
& Wilmer L.L.P., counsel to AgStar.

"In addition to the fact that consideration of the Third Amended
Plan cannot take place until the District Court has resolved the
appeal of the Stay Relief Order, the Third Amended Plan is not
confirmable because it is not feasible and the Debtor's proposed
treatment of AgStar's claim is not fair or reasonable."

"Over the past two months Debtor Friendship Dairies has attempted
to rely on a recent milk price spike and rosy predictions about
its future ability to make payments to AgStar as a basis for
moving forward with these proceedings.  The Debtor's Third Amended
Plan is predicated not only on the recent milk price spike, but
that the current high milk prices will continue for the
foreseeable future.  This is not a valid assumption as
demonstrated by the CME futures price for Class III milk over the
next two years."

"However, as the Court correctly found . . . and as AgStar has
shown throughout these proceedings, the milk market is highly
volatile and the Debtor does not have the production capability to
capitalize on the recent spike.  As such, the Debtor's Third
Amended Plan is not feasible.  Furthermore, the Debtor continues
to propose treatment of AgStar's claim that fails the fair and
reasonable requirement of Section 1129.  Accordingly, the Court
should deny confirmation of the Third Amended Plan, vacate the
Court's Order Granting a Stay Pending Appeal, and permit AgStar to
liquidate its collateral."

"Finally, the Debtor continues to misrepresent and overstate its
milk production.  For whatever reason, management has been unable
to produce milk per cow consistent with the Debtor's peers and
necessary to keep the dairy in business."

AgStar's counsel can be reached at:

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

                            The Plan

As reported in the Jan. 23, 2014 edition of the TCR, Friendship
Dairies submitted to the Bankruptcy Court on Jan. 14 a Third
Amended Plan of Reorganization to address and overcome concerns
raised by the Court in a memorandum opinion.  The Plan
contemplates that all creditors will be paid in full, or
as agreed by such creditor, through the Debtor's operations over
the term of the Plan.

A copy of the Third Amended Plan is available for free at
http://bankrupt.com/misc/FRIENDSHIPDAIRIES3plan.pdf

                     About Friendship Dairies

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

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

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

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


GETTY IMAGES: Bank Debt Trades at 4% Off
----------------------------------------
Participations in a syndicated loan under which Getty Images Inc.
is a borrower traded in the secondary market at 95.80 cents-on-
the-dollar during the week ended Friday, March 14, 2014, according
to data compiled by LSTA/Thomson Reuters MTM Pricing and reported
in The Wall Street Journal.  This represents an increase of 0.32
percentage points from the previous week, The Journal relates.
Getty Images Inc. pays 350 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Oct. 14, 2019, and
carries Moody's B2 rating and Standard & Poor's B- rating.  The
loan is one of the biggest gainers and losers among 205 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

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


GMG CAPITAL: Amends Schedules of Assets and Liabilities
-------------------------------------------------------
GMG Capital Partners III, L.P., filed with the U.S. Bankruptcy
Court for the Southern District of New York amended schedules of
assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $21,696,257
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                        $0
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $7,877,498
                                 -----------      -----------
        TOTAL                    $21,696,257       $7,877,498

A copy of the Debtor's amended schedules is available for free
at http://is.gd/cQ25JF

A copy of the Debtor's previously filed schedules is available for
free at http://is.gd/XQNRmI

                   About GMG Capital Partners

GMG Capital Partners III, L.P., and GMG Capital Partners III
Companion Fund, L.P., sought Chapter 11 protection (Bankr.
S.D.N.Y. Case No. 13-12937 and 13-12939) in Manhattan on Sept. 10,
2013.  Stuart M. Bernstein oversees the Debtor's case.  Olshan
Frome Wolosky LLP represents the Debtor its Chapter 11 Bankruptcy
Case.  GMG Capital Partners III disclosed $21,696,757 in assets
and $7,877,498 in liabilities as of the Chapter 11 filing.


GRAND CENTREVILLE: Seeks Approval to Settle Wells Fargo's Claim
---------------------------------------------------------------
Grand Centreville, LLC has filed a motion seeking court approval
for a deal that would settle Wells Fargo Bank N.A.'s $28.98
million claim.

The claim stemmed from a $27 million loan extended to Grand
Centreville, which is secured by the company's real property in
Virginia known as the Old Centreville Crossing Shopping Center.
The loan was guaranteed by Min Sik Kang and Man Sun Kang.

Under the settlement, Grand Centreville will seek court approval
to sell the property for not less than $40 million.  The agreement
sets a July 15 deadline for the closing of the sale.

In case the sale is denied or the court order approving the sale
and the proposed settlement is not entered by March 31, a
liquidating plan that provides for a sale of the property should
be filed by April 30.

Under the settlement, Grand Centreville can continue to use the
bank's cash collateral while the deal is in effect.  The company,
however, will be required to continue to make payments to Wells
Fargo, including a monthly payment of $60,000.

At the closing of the sale, Wells Fargo will receive payments
including $1.455 million for the so-called "Yield Maintenance
charge" under the loan note, and $2 million for default interest.

In exchange for the payments, Wells Fargo will drop its $28.98
claim against Grand Centreville, according to the terms of the
deal.  A copy of the settlement agreement can be accessed for free
at http://is.gd/3Vm4uD

U.S. Bankruptcy Judge Robert Mayer will hold a hearing on March 18
to consider approval of the settlement.

                   About Grand Centreville

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

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

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


GYMBOREE CORP: Bank Debt Trades at 10% Off
------------------------------------------
Participations in a syndicated loan under which Gymboree Corp is a
borrower traded in the secondary market at 89.96 cents-on-the-
dollar during the week ended Friday, March 14, 2014, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents a decrease of 0.98
percentage points from the previous week, The Journal relates.
Gymboree Corp pays 350 basis points above LIBOR to borrow under
the facility.  The bank loan matures on Feb. 23, 2018.  The bank
debt carries Moody's B2 and Standard & Poor's B- rating.  The loan
is one of the biggest gainers and losers among 204 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

Headquartered in San Francisco, California, The Gymboree
Corporation is a leading retailer of infant and toddler apparel.
The company designs and distributes infant and toddler apparel
through its stores which operates under the "Gymboree", "Gymboree
Outlet", "Janie and Jack" and "Crazy 8" brands in the United
States, Canada and Australia. Revenues are approximately $1.2
billion. The company is owned by affiliates of Bain Capital
Partners LLC.


HAYDEL PROPERTIES: UST Wants Ch.11 Case Converted or Dismissed
--------------------------------------------------------------
Henry G. Hobbs Jr., United States Trustee for Region 5, asks the
U.S. Bankruptcy Court for the Southern District of Mississippi to
either convert or dismiss the Chapter 11 bankruptcy case of Haydel
Properties LP citing that the Debtor is delinquent in paying its
quarterly UST fees and in filing its monthly operating reports.

The U.S. Trustee points out that the Court confirmed the Debtor's
first amended plan of reorganization in August 2013, which
requires the Debtor to pay the U.S. Trustee and all post-
confirmation quarterly fees as required in the Bankruptcy Code
until the case is converted, dismissed or closed.

The U.S. Trustee tells the Court that this is its third request
for dismissal.

A hearing is set for March 27, 2014, at 2:00 p.m., to consider
whether to grant the U.S. Trustee's request.  Objections, if any,
are due March 20, 2014.

                    About Haydel Properties LP

Haydel Properties LP, based in Biloxi, Mississippi, filed for
Chapter 11 bankruptcy (Bankr. S.D. Miss. Case No. 12-50048) on
Jan. 11, 2012.  Judge Katharine M. Samson presides over the case.
Christy Pickering serves as accountant.  The Debtor disclosed
$11.7 million in assets and $6.8 million in liabilities as of the
Chapter 11 filing.

Patrick A. Sheehan, Esq.; and Robert Gambrell, Esq., at Gambrell &
Associates, PLLC represent the Debtor in its restructuring effort.


HARTFORD & YORK: Stabilis Fund Wins Dismissal of Case
-----------------------------------------------------
Stabilis Fund II, LLC, seeks a declaration that the Chapter 11
bankruptcy petition of Hartford & York LLC, is void ab initio. In
the alternative, it seeks dismissal of the case and for relief
from the automatic stay.  The City of New York has joined
Stabilis' motion.

Pre-bankruptcy, Stabilis attempted to foreclose on the Debtor's
principal asset, a real property located at 614 Marlborough Road
in Brooklyn.  Stabilis is the successor in interest to Madison
National Bank in a $712,500 loan to the Debtor.

On August 27, 2010, Madison filed a foreclosure action against the
Debtor in the Supreme Court of the State of New York, Kings
County.  On Sept. 23, 2010, that court issued an order appointing
a receiver to enter into possession of and operate the Property.
On Feb. 28, 2013, Stabilis was substituted into that action as
plaintiff.

On Feb. 28, 2013, an Amended Judgment of Foreclosure and Sale was
entered by the state court, awarding Stabilis the right to
foreclose on its interest in the Property to collect on the
amounts due under the mortgage note.

Stabilis set a foreclosure sale for May 23, 2013 at 2:30 p.m.
Less than an hour before the scheduled sale, at 1:40 p.m., the
Debtor, with the assistance of counsel, filed its first bankruptcy
petition (Bankr. E.D.N.Y. Case No. 13-43135).  A copy of the
petition is availble at http://bankrupt.com/misc/nyeb13-43135.pdf
It was represented by Narissa A. Joseph, Esq., at the Law Office
of Narissa Joseph -- njosephlaw@aol.com -- and listed under $1
million in both assets and debts.

On June 12, 2013, Stabilis filed a Motion to Dismiss the Debtor's
first bankruptcy case.  One month later, on July 16, 2013, the
Court held a hearing at which the Debtor, Stabilis, and the United
States Trustee appeared and were heard, and the Debtor, by
counsel, agreed to the dismissal of the case. On July 25, 2013,
the Court entered an Order dismissing the Debtor's first
bankruptcy case on consent.

Following the dismissal of the Debtor's first bankruptcy case,
Stabilis rescheduled the Foreclosure Sale for Sept. 12, 2013, at
2:30 p.m.  At 1:54 p.m. on that same day, the Debtor, pro se,
filed its second Chapter 11 bankruptcy case (Bankr. E.D.N.Y. Case
No. 13-45563).  The petition was signed by Mayer Goldberger in his
capacity as president of the Debtor.  A copy of the petition is
available at http://bankrupt.com/misc/nyeb13-45563.pdf

On Sept. 12, 2013, Stabilis proceeded with the foreclosure sale
and was declared the successful bidder.  Stabilis was notified of
the bankruptcy filing after the foreclosure sale occurred.

Five creditors have filed proofs of claim in the Debtor's present
bankruptcy case. Four secured claims have been filed, by Stabilis
in the amount of $1,470,966; by the New York City Water Board in
the amount of $7,870; by the New York City Office of
Administrative Trials and Hearings in the amount of $2,759; and by
NYCTL 2013-A Trust in the amount of $21,793.  One unsecured claim
has been filed, by the Internal Revenue Service in the amount of
$8,823.  The Stabilis claim is approximately 98% of the secured
filed claims, and some 97% of the total filed claims.

The Debtor lists one asset -- the Property -- on Schedule A, with
a value of $600,000.  The Debtor lists two entities as having
unsecured nonpriority claims on Schedule F: the Internal Revenue
Service in the amount of $8,823 and HealthCare Financial Services,
which the Debtor describes as a debt collection agency, with a
claim in an unknown amount.  The Debtor lists four unexpired
leases in Schedule G, and states that "as to all leases[,] the
[D]ebtor does not know if they are still in effect." The Debtor
has not filed Schedule I, showing its income, or Schedule J,
showing its expenses.

Stabilis argues that because a non-attorney filed the Debtor's
bankruptcy petition, the Bankruptcy Court should declare the
Debtor's petition null and void, and validate the foreclosure
sale.  The Debtor acknowledges that the petition was filed by a
non-attorney but notes that it retained counsel promptly
thereafter. Because the Debtor swiftly addressed and corrected the
deficiency, the Debtor argues, its Petition should not be deemed
void.

Stabilis also argues that the Court should conclude that the
Debtor filed the bankruptcy case in bad faith, and the case should
be dismissed.  The Debtor responds that the circumstances, taken
as a whole, show that it seeks in good faith to reorganize.

In a March 13 Memorandum Decision available at http://is.gd/aKJUFg
from Leagle.com, Bankruptcy Judge Elizabeth S. Stong ruled that
based on the entire record, and for the reasons stated, the Motion
of Stabilis to declare the Debtor's petition void ab inito or, in
the alternative, to dismiss the petition, and for relief from the
automatic stay, is granted to the extent that (i) the Debtor's
bankruptcy case is dismissed, and (ii) if the Debtor files a
bankruptcy case in the 120 days following the dismissal of this
case, the automatic stay will not come into effect upon the filing
of the later case unless, after notice and a hearing, the Court
determines that the later case is filed in good faith as to the
creditors to be stayed. In all other respects, the Motion is
denied.

Attorney for Stabilis Fund II, LLC, is:

     Christopher A. Lynch, Esq.
     REED SMITH LLP
     599 Lexington Avenue
     New York, NY 10022
     E-mail: clynch@reedsmith.com

Attorney for Hartford & York LLC is:

     Avrum J. Rosen, Esq.
     THE LAW OFFICES OF AVRUM J. ROSEN, PLLC
     38 New Street
     Huntington, NY 11743

Attorney for the City of New York is:

     Gabriela Cacuci, Esq.
     New York City Law Department
     100 Church Street, 5th Floor
     New York, NY 10007


HOSTESS BRANDS: Bankruptcy Exposes Peril to Some U.S. Pensions
--------------------------------------------------------------
Lorraine Woellert, writing for Bloomberg News, reported that when
Hostess Brands Inc. went bankrupt in 2012, it triggered anxiety
among employees at Ottenberg's Bakery, a family-owned enterprise
in Maryland. The companies shared a pension plan, and if Hostess
couldn't pay its retirees, Ottenberg's would have to pick up the
tab.

According to the report, Gary League, 53, who has delivered
Ottenberg's bread for almost three decades, worried he might lose
his nest egg, maybe even his job.

"If you have all these guys out on retirement and you only have
Ottenberg's paying into it, the math doesn't add up," League said,
the report cited. "I was thinking I would have to work forever."

The report related that he got the good news -- the U.S.
government saved his benefits by sacrificing those of Hostess'
drivers, who will now get a reduced payout financed by the
government.

League is one of 10.4 million Americans with retirements tied to
multiemployer pension plans, large investment pools long
considered low risk because they don't rely on a single company
for financing, the report said.  Two recessions, industry
consolidation prompted by deregulation, and an aging workforce
have funds facing a $400 billion shortfall that has some near
insolvency. Dozens already have failed, affecting 94,000
participants.

                       About Hostess Brands

Founded in 1930, Irving, Texas-based Hostess Brands Inc., is known
for iconic brands such as Butternut, Ding Dongs, Dolly Madison,
Drake's, Home Pride, Ho Hos, Hostess, Merita, Nature's Pride,
Twinkies and Wonder.  Hostess has 36 bakeries, 565 distribution
centers and 570 outlets in 49 states.

Hostess filed for Chapter 11 bankruptcy protection early morning
on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through
12-22056) in White Plains, New York.  Hostess Brands disclosed
assets of $982 million and liabilities of $1.43 billion as of the
Chapter 11 filing.

The bankruptcy filing was made two years after predecessors
Interstate Bakeries Corp. and its affiliates emerged from
bankruptcy (Bankr. W.D. Mo. Case No. 04-45814).

In the new Chapter 11 case, Hostess has hired Jones Day as
bankruptcy counsel; Stinson Morrison Hecker LLP as general
corporate counsel and conflicts counsel; Perella Weinberg Partners
LP as investment bankers, FTI Consulting, Inc. to provide an
interim treasurer and additional personnel for the Debtors, and
Kurtzman Carson Consultants LLC as administrative agent.

Matthew Feldman, Esq., at Willkie Farr & Gallagher, and Harry
Wilson, the head of turnaround and restructuring firm MAEVA
Advisors, are representing the Teamsters union.

Attorneys for The Bakery, Confectionery, Tobacco Workers and Grain
Millers International Union and Bakery & Confectionery Union &
Industry International Pension Fund are Jeffrey R. Freund, Esq.,
at Bredhoff & Kaiser, P.L.L.C.; and Ancela R. Nastasi, Esq., David
A. Rosenzweig, Esq., and Camisha L. Simmons, Esq., at Fulbright &
Jaworski L.L.P.

The official committee of unsecured creditors selected New York
law firm Kramer Levin Naftalis & Frankel LLP as its counsel. Tom
Mayer and Ken Eckstein head the legal team for the committee.

Hostess Brands in mid-November 2012 opted to pursue the orderly
wind down of its business and sale of its assets after the Bakery,
Confectionery, Tobacco and Grain Millers Union (BCTGM) commenced a
nationwide strike.  The Debtor failed to reach an agreement with
BCTGM on contract changes.

Hostess Brands sold its businesses and most of the plants to five
different buyers for an aggregate of $860 million.  Hostess still
has some plants, depots and other facilities the buyers didn't
acquire.

The bankruptcy estate has changed its name to Old HB Inc.


HOWREY LLP: "Phantom Income" Haunting Former Partners
-----------------------------------------------------
Sara Randazzo, writing for The Am Law Daily, reported that the
financial infusion the $41 million settlement entered into between
the Howrey LLP trustee and Baker & Hostetler in 2013 will come
back to haunt former Howrey partners this year in the form of a
hefty tax bill -- and some of them don't believe that's fair.

The report related that Howrey trustee Allan Diamond struck the
$41 million settlement with Baker & Hostetler last year to claim a
chunk of the fees tied to a pair of contingency cases that Howrey
partners took with them amid the firm's 2011 collapse.  That deal
handed the defunct firm's bankruptcy estate some much-needed cash
to help pay off its largest secured creditor, Citibank.

According to the report, under provisions of partnership and tax
laws, former Howrey partners are obligated to pay taxes on the $41
million the estate took in related to the Baker & Hostetler
settlement, as well as recoveries from other lingering contingency
fee cases. That money will appear as "phantom income" on those
attorneys' tax filings this year, with each of them liable to
cover a portion of what could be a sizable tax obligation.

The report noted that in February, three former Howrey partners --
all of whom joined the firm in July 2009 when Howrey absorbed
intellectual property boutique Day Casebeer Madrid & Batchelder -
asked a U.S. bankruptcy court judge in San Francisco to rule that
they are not obliged to pay taxes on the estate's settlement-
related income.

The three -- Lloyd "Rusty" Day, a Day Casebeer founder who is now
retired; James Batchelder, who heads Ropes & Gray's Silicon Valley
office; and Wilmer Cutler Pickering Hale and Dorr partner Robert
Galvin -- claim that under the agreement struck when Howrey took
over Day Casebeer, they were actually fixed-income partners who
did not share in Howrey's profits or losses, the report added.

                         About Howrey LLP

Three creditors filed an involuntary Chapter 7 petition (Bankr.
N.D. Cal. Case No. 11-31376) on April 11, 2011, against the
remnants of the Washington-based law firm Howrey LLP.  The filing
was in San Francisco, where the firm had an office.  The firm
previously was known as Howrey & Simon and Howrey Simon Arnold &
White LLP.  The firm at one time had more than 700 lawyers in 17
offices.  The partners voted to dissolve in March 2011.

The firm specialized in antitrust and intellectual-property
matters.  The three creditors filing the involuntary petition
together have $36,600 in claims, according to their petition.

The involuntary chapter 7 petition was converted to a chapter 11
case in June 2011 at the request of the firm.  In its schedules
filed in July, the Debtor disclosed assets of $138.7 million and
liabilities of $107.0 million.

Representing Citibank, the firm's largest creditor, is Kelley
Cornish, Esq., a partner at Paul, Weiss, Rifkind, Wharton &
Garrison.  Representing Howrey is H. Jason Gold, Esq., a partner
at Wiley Rein.

The Official Committee of Unsecured Creditors is represented in
the case by Bradford F. Englander, Esq., at Whiteford, Taylor And
Preston LLP.

In September 2011, Citibank sought conversion of the Debtor's case
to Chapter 7 or, in the alternative, appointment of a Chapter 11
Trustee.  The Court entered an order appointing a Chapter 11
Trustee. In October 2011, Allan B. Diamond was named as Trustee.
He is represented by Andrew Baxter Ryan, Esq., and Stephen Todd
Loden, Esq., at Diamond McCarthy LLP as counsel.


HOWREY LLP: Trustee Slaps Reed Smith With Clawback Suit
-------------------------------------------------------
Law360 reported that the trustee for folded law firm Howrey LLP
launched an adversary complaint in a California federal court
against Reed Smith LLP, seeking to recover money made by former
Howrey lawyers when they took their unfinished business to Reed
Smith.

According to the report, Howrey liquidation trustee Allan B.
Diamond claims Reed Smith owes money earned by four former,
unnamed Howrey partners who completed work started while at
Howrey. Diamond said he is entitled to that "valuable asset," but
the complaint does not specify the amount of money at issue.

                         About Howrey LLP

Three creditors filed an involuntary Chapter 7 petition (Bankr.
N.D. Cal. Case No. 11-31376) on April 11, 2011, against the
remnants of the Washington-based law firm Howrey LLP.  The filing
was in San Francisco, where the firm had an office.  The firm
previously was known as Howrey & Simon and Howrey Simon Arnold &
White LLP.  The firm at one time had more than 700 lawyers in 17
offices.  The partners voted to dissolve in March 2011.

The firm specialized in antitrust and intellectual-property
matters.  The three creditors filing the involuntary petition
together have $36,600 in claims, according to their petition.

The involuntary chapter 7 petition was converted to a chapter 11
case in June 2011 at the request of the firm.  In its schedules
filed in July, the Debtor disclosed assets of $138.7 million and
liabilities of $107.0 million.

Representing Citibank, the firm's largest creditor, is Kelley
Cornish, Esq., a partner at Paul, Weiss, Rifkind, Wharton &
Garrison.  Representing Howrey is H. Jason Gold, Esq., a partner
at Wiley Rein.

The Official Committee of Unsecured Creditors is represented in
the case by Bradford F. Englander, Esq., at Whiteford, Taylor And
Preston LLP.

In September 2011, Citibank sought conversion of the Debtor's case
to Chapter 7 or, in the alternative, appointment of a Chapter 11
Trustee.  The Court entered an order appointing a Chapter 11
Trustee. In October 2011, Allan B. Diamond was named as Trustee.
He is represented by Andrew Baxter Ryan, Esq., and Stephen Todd
Loden, Esq., at Diamond McCarthy LLP as counsel.


HRK HOLDINGS: Gets Final Approval to Obtain Loan From Regions Bank
------------------------------------------------------------------
HRK Holdings LLC received final approval from U.S. Bankruptcy
Judge K. Rodney May to borrow an additional $394,819 from Regions
Bank, N.A.

The additional $394,81 loan will be extended by the bank under the
operating line of credit.  It will bear interest at 9% per annum.

Regions won't be entitled to any default interest in conjunction
with the loan, according to the court order.

Separately, Judge May signed an order extending to March 17 the
maturity date under the operating line of credit, the site work
line of credit, and the long-term care line of credit.

The court order authorizes HRK Holdings and HRK Industries LLC to
use existing availability under the credit facilities to March 17.

                        About HRK Holdings

Based in Palmetto, Florida, HRK Holdings LLC owns roughly 675
contiguous acres of real property in Manatee County, Florida.
Roughly 350 acres of the property accommodates a phosphogypsum
stack system, called Gypstaks, a portion of which was used as an
alternate disposal area for the management of dredge materials
pursuant to a contract with Port Manatee and as authorized under
an administrative agreement with the Florida Department of
Environmental Protection.  The remaining acres of usable land are
either leased to various tenants or available for sale.  HRK
Industries holds various contracts and leases associated with the
Debtors' property.

HRK Holdings and HRK Industries LLC filed for Chapter 11
protection (Bankr. M.D. Fla. Case Nos. 12-09868 and 12-09869) on
June 27, 2012.  Judge K. Rodney May oversees the case.  Barbara A.
Hart, Esq., and Scott A. Stichter, Esq., at Stichter, Riedel,
Blain & Prosser, P.A., represents the Debtors.

HRK Holdings disclosed $33,366,529 in assets and $26,092,559
in liabilities in its revised schedules.

According to the Debtors, the bankruptcy filing was necessitated
by the immediate need to sell a portion of the remaining property
to create liquidity for (a) funding the urgent management of the
site-related environmental concerns; the benefit of creditors;
funding a litigation filed by the Debtors; and funding of expenses
related to additional sales of the remaining property.


INDYMAC BANCORP: D&O Insurers Move To Settle Fight At 9th Circ.
---------------------------------------------------------------
Law360 reported that a group of insurers have agreed to settle a
Ninth Circuit battle with IndyMac Bancorp Inc.'s bankruptcy
trustee, the Federal Deposit Insurance Corp. and former IndyMac
executives over $80 million in directors and officers coverage for
securities and other suits, just weeks before oral arguments were
scheduled.

According to the report, the parties have reached a settlement in
principle to resolve six consolidated appeals before the Ninth
Circuit challenging a California federal judge's decision to nix
coverage for a slew of lawsuits against executives at failed
mortgage lender IndyMac.

As previously reported by The Troubled Company Reporter, IndyMac's
bankruptcy trustee, the FDIC, and former IndyMac executives
pressed the Ninth Circuit to open the door to $80 million in
directors and officers coverage, arguing that insurers could not
show an exclusion for interrelated acts applied.

In three separate briefs, they made another plea to the Ninth
Circuit in a case challenging a California federal judge's
decision to nix coverage for securities and other suits against
failed mortgage lender IndyMac and its subsidiary IndyMac Bank
FSP.


The case is XL Specialty Insurance Co, et al v. Alfred Siegel, et
al., Case No. 12-56275 (9th Cir.).

                      About Indymac Bancorp

Based in Pasadena, California, IndyMac Bancorp Inc. (NYSE:IMB) --
http://www.indymacbank.com/-- is the holding company for IndyMac
Bank FSB, a hybrid thrift/mortgage bank that originated mortgages
in all 50 states of the United States.  Through its hybrid thrift-
mortgage bank business model, IndyMac designed, manufactured, and
distributing cost-efficient financing for the acquisition,
development, and improvement of single-family homes.  IndyMac also
provided financing secured by single-family homes to facilitate
consumers' personal financial goals and strategically invests in
single-family mortgage-related assets.

On July 11, 2008, the Office of Thrift Supervision closed IndyMac
Bank and appointed FDIC as the bank's receiver.  Thacher Proffitt
& Wood LLP was engaged as counsel to the FDIC.

Indymac Bancorp filed for Chapter 7 bankruptcy protection (Bankr.
C.D. Cal. Case No. 08-21752) on July 31, 2008.  Representing
the Debtor are Dean G. Rallis, Jr., Esq., and John C. Weitnauer,
Esq.  Bloomberg noted that Indymac had about $32.01 billion in
assets as of July 11, 2008.  In court documents, IndyMac disclosed
estimated assets of $50 million to $100 million and estimated
debts of $100 million to $500 million.


INNOVATION VENTURES: Moody's Lowers CFR & Sr. Notes Rating to B3
----------------------------------------------------------------
Moody's Investors Service downgraded Innovation Ventures, LLC's
corporate family rating to B3 from B2, its senior secured notes to
B3 from B2, probability of default rating to B3-PD from B2-PD and
affirmed Innovation's SGL-2 speculative grade liquidity rating.
The outlook is negative.

Ratings Rationale

"The downgrade reflects Innovation's weakened credit profile due
to declining sales combined with large shareholder distributions,"
said Linda Montag, Senior Vice President at Moody's. "We think
that the company will be challenged to grow its Five Hour Energy
product line going forward."

Innovation's B3 corporate family rating reflects its modest scale,
declining sales, a history of large payouts to owners, high
reputational and business risk with narrow products offerings,
weak corporate governance and uncertainty concerning the
sustainability and growth potential of 5 Hour Energy(R). Five Hour
Energy, which is sold in several flavors and strengths, is
Innovation's only significant product line. The company launched
Slimful, a health bar, at the end of 2012 but the product has
already been discontinued. While the company's main product is the
U.S. leader in the energy shot category, the category has declined
versus the prior year in seven of the last eight quarters. These
negative characteristics are partially mitigated by the company's
strong profitability, good cash flow and liquidity as well as
modest leverage of 2.1 times, but Moody's believes that leverage
is likely to increase over time, unless the company returns to
growth.

Liquidity remains good despite the decline in sales. Innovation's
SGL-2 rating is supported by good operating cash flow, a $25
million revolving credit facility, no financial maintenance
covenants and the absence of any significant debt maturities until
2019.

The following ratings were lowered

Corporate Family Rating to B3 from B2

Probability of Default to B3-PD from B2-PD

$450 million senior secured notes due 2019 to B3 (LGD4 -- 50%)
from B2 (LGD4 -- 50%)

The following rating was affirmed

Speculative Grade Liquidity at SGL-2

The negative outlook reflects Moody's concern that Innovation's
sales will continue to decline, and that shareholder payouts will
continue to consume excess cash, jeopardizing the company's
ability to meet its 2019 bond maturity. To stabilize the outlook
Moody's would need to see sales that are flat to positive and
modest dividend payouts, restricted to amounts needed for tax
payments.

The ratings could be upgraded if positive growth momentum is
restored and excess cash is used to retire debt. In addition to
positive growth momentum, an upgrade would require debt to EBITDA
to be sustained below 2 times, and RCF to net debt to be greater
than 30% .

A downgrade could occur if sales continue to decline, leverage
continues to increase, liquidity weakens or free cash flow is
negative. Moreover, should it become evident that Innovation
Ventures' valuation would not likely support the repayment or
refinancing of its nearly $400 million in total debt, the rating
would be lowered.

Innovation Ventures, headquartered in Farmington Hills, Michigan,
is the manufacturer of 5-hour ENERGY(R), the leading energy shot
brand in the United States.

The principal methodology used in this rating was the Global Soft
Beverage 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.


ISTAR FINANCIAL: Fitch Raises Issuer Default Rating to 'B'
----------------------------------------------------------
Fitch Ratings has upgraded the following credit ratings for iStar
Financial Inc. (NYSE: STAR):

   -- Issuer Default Rating (IDR) to 'B' from 'B-';

   -- 2012 senior secured tranche A-2 due March 2017 to 'BB/RR1'
      from 'B+/RR2';

   -- February 2013 secured credit facility due October 2017 to
      'BB/RR1' from 'BB-/RR1';

   -- Senior unsecured notes to 'B/RR4' from 'B-/RR4';

   -- Convertible senior notes to 'B/RR4' from 'B-/RR4';

   -- Preferred stock to 'CCC/RR6' from 'CCC-/RR6'.

In addition, Fitch has withdrawn the ratings on the 2012 senior
secured tranche A-1 due March 2016 as this obligation has been
paid in full.

KEY RATING DRIVERS

The upgrade to 'B' is driven by improvements in the company's
leverage, continued demonstrated access to the capital markets and
new sources of growth capital and material reductions in non-
performing loans (NPLs).  Further improvements in the company's
land and operating property portfolios should increase the
company's earnings power and cash flows.  Stronger performance
should be driven by the mild improvement in commercial real estate
fundamentals, value stabilization, and financing markets, which
increases the likelihood of iStar's borrowers to repay their debt.

CAPITAL ACCESS IMPROVES LIQUIDITY AND GROWTH OPPORTUNITIES

iStar accessed the public capital markets four times during 2013,
raising $965 million.  Use of proceeds was to refinance upcoming
unsecured debt maturities and for general corporate purposes.
Importantly, the company raised $200 million of convertible
perpetual preferred stock in 2013, the first non-debt capital STAR
has raised via the public markets since 2007.  The ability to
raise growth capital for future investment is indicative of the
market's improved confidence in the company's management and
ability to invest in assets with good risk-adjusted returns.

IMPROVING LOAN PORTFOLIO METRICS

The company reduced its gross NPL balance by 47% during 2013
through a combination of loan sales and loans returning to
performing status.  The quality of STAR's loan portfolio has
improved, with gross NPLs representing approximately 32% of the
company's gross loan portfolio balance as of Dec. 31, 2013, down
from 42% as of Dec. 31, 2012.  The company's ability to monetize
its NPLs has generated additional cash flow to repay debt.
Further, NPLs net of asset-specific reserves comprise
approximately $200 million or only 3% of gross undepreciated
assets, indicative of limited exposure going forward.

WEAKER, ALBEIT IMPROVING UNENCUMBERED POOL QUALITY
STAR's corporate unsecured obligations will need to be serviced by
the company's unencumbered pool, income from assets serving as
collateral for the 2012 and 2013 secured financings, and external
sources of liquidity, given that both the 2012 senior secured
financing and February 2013 secured credit facilities debt
transactions require that collateral repayments, sales proceeds
and other monetizations be used primarily to repay debt
encumbering collateral pools for each financing.  Approximately
25% of the company's unencumbered assets consist of recent
investments and commitments, indicative of a strengthening pool.

LAND PORTFOLIO CURRENTLY AN EARNINGS DRAG, BUT GROWTH DRIVER

The land segment makes up approximately 19% of the carrying value
of the company's portfolio as of Dec. 31, 2013, but generates
minimal revenue and a significant segment loss.  The segment is
currently a cash flow drain as the company invests capital toward
improving the land for development and/or sale.  Fitch expects
that this segment will begin generating cash flow over the next
several years, but the company will likely need to invest
significant capital during this time period to realize the
embedded value in its land holdings.

IMPROVING BOOK LEVERAGE; HIGH CASH FLOW LEVERAGE

The company's leverage on a net debt/undepreciated book equity
basis has improved to 2.1x as of Dec. 31, 2013 from 2.8x as of
Dec. 31, 2012.  The improvement in book leverage has been driven
by significant debt reduction via proceeds from loan sales and
monetizations of other real estate assets and investments.  On a
net debt/EBITDA basis leverage was approximately 15x as of
Dec. 31, 2013, up from approximately 13x as of Dec. 31, 2012.
This high leverage is due to the weak earnings power of the
overall portfolio.

LOW COVERAGE

Fixed charge coverage was only 0.8x for the year ended Dec. 31,
2013, compared with 0.8x and 0.7x for the years ended Dec. 31,
2012 and 2011, respectively.  The weak coverage is driven in part
by the land segment, which has generated substantial losses over
the last several years.  Fitch expects this ratio to strengthen
moderately as the company reduces debt from proceeds of loan
resolutions and asset sales and begins to recognize additional
earnings from lease-up of assets within its operating property
segment, further sales of residential properties, and land
monetizations.

MODESTLY CONSTRAINED GROWTH

The company is moderately constrained by non-compliance with an
unsecured bond fixed charge incurrence covenant, which limits the
company's ability to incur any additional debt to grow its
investment portfolio.  STAR's growth will occur via investment of
unrestricted cash on hand, asset sales proceeds and from external
capital raising, such as preferred stock and, potentially, common
equity.  The company's recently announced joint venture with a
sovereign wealth fund to acquire and develop up to $1.25 billion
of net lease assets is indicative of the company's ability to
obtain growth capital outside of traditional capital markets
channels.  In addition, the company closed on approximately $723
million of new investments between June 2013 and Jan. 2014, which
should drive future revenue growth.

RECOVERIES

While concepts of Fitch's Recovery Rating methodology are
considered for all companies, explicit Recovery Ratings are
assigned only to those companies with an IDR of 'B+' or below.  At
the lower IDR levels, there is greater probability of default so
the impact of potential recovery prospects on issue-specific
ratings becomes more meaningful and is more explicitly reflected
in the ratings dispersion relative to the IDR.

The 2012 senior secured tranche A-2 and February 2013 secured
credit facility ratings of 'BB/RR1', or a three-notch positive
differential from iStar's 'B' IDR, are based on Fitch's estimate
of outstanding recovery in the 91%-100% range.  These obligations
represent first-lien security claims on collateral pools
comprising primarily performing loans, credit tenant lease assets
and operating properties.

The senior unsecured notes and senior convertible notes ratings of
'B/RR4' are in line with iStar's 'B' IDR, based on Fitch's
estimate of good recovery based on iStar's current capital
structure.

While the application of Fitch's recovery criteria indicates a
stronger 'RR3' recovery, the company may further encumber a
portion of its unencumbered pool to repay unsecured indebtedness.
This action benefits the IDR to the detriment of recoveries, and
Fitch has incorporated the presence of the unencumbered pool in
the 'B' IDR.  This adverse selection also results in less liquid
and less traditional commercial real estate collateral remaining
in the unencumbered pool to support bondholder recoveries,
resulting in Fitch rating recoveries of the unsecured corporate
obligations at 'RR4'.

The preferred stock rating of 'CCC/RR6' or a three-notch negative
differential from iStar's 'B' IDR, is based on Fitch's estimate of
poor recovery based on iStar's current capital structure.  Fitch's
Recovery Rating criteria provide flexibility for a two- or three-
notch negative differential between the IDR and instrument rating.
A three-notch negative differential is based on the nature of
iStar's perpetual preferred stock - a deeply subordinated security
that has weak terms and remedies available both before and after a
general corporate default (e.g. no stated maturity, an inability
for holders to put the security back to the company, and iStar has
the ability to defer dividends indefinitely without triggering a
corporate default).

POSITIVE OUTLOOK

The Positive Outlook is based on Fitch's expectation that the
company will be able to access the capital markets to refinance
indebtedness and obtain growth capital to expand its portfolio.
Further, the company does not have meaningful debt maturities
until 2016 when 22% of debt matures, creating a stronger liquidity
profile and providing the company adequate runway to redeploy
asset sales proceeds and loan repayments towards future
investments.  In addition, recovery in commercial real estate
fundamentals and valuations should enable the company to further
monetize assets within its operating property segment and its
unencumbered asset pool more broadly.

RATING SENSITIVITIES

The following may have a positive impact on iStar's ratings and/or
Outlook:

   -- Demonstrated ability to generate earnings and monetize
      assets within the company's land segment;

   -- Generating adequate earnings to be able to incur additional
      debt under the company's debt incurrence fixed charge
      covenant;

   -- Further monetization of the company's unencumbered real
      estate investment portfolio via asset sales to repay
      unsecured debt;

   -- Continued demonstrated access to the common equity or
      unsecured bond market.

The following may have a negative impact on the ratings and/or
Outlook:

   -- Deterioration in the quality of iStar's loan portfolio,
      including an increase in non-performing loans and additional
      provisions for loan losses;

   -- An inability for the company to generate earnings and
      monetize land segment assets.


IXIA: Gets Listing Nasdaq Non-Compliance Notice
-----------------------------------------------
Ixia on March 14 disclosed that, as expected and due to the
previously announced delay in the filing of the company's Annual
Report on Form 10-K for the fiscal year ended December 31, 2013,
on March 10, 2014, the company received a notice from The NASDAQ
Stock Market LLC notifying the company that it does not comply
with Nasdaq Listing Rule 5250(c)(1).  Listing Rule 5250(c)(1)
requires listed companies to timely file all required periodic
financial reports with the Securities and Exchange Commission.
The notice was issued in accordance with standard Nasdaq
procedures and has no immediate effect on the listing of the
company's common stock.  The company previously received a notice
from Nasdaq regarding non-compliance with Listing Rule 5250(c)(1)
following its failure to timely file its Quarterly Report on Form
10-Q for the fiscal quarter ended September 30, 2013.

The company has until March 18, 2014 to submit to Nasdaq an update
to Ixia's original plan to regain compliance with Listing Rule
5250(c)(1) as submitted to Nasdaq in connection with the
Form 10-Q.  The updated plan is required to include the company's
plan for filing the Form 10-K as well as an indication of the
progress that the company has made towards implementing the
original plan.  Ixia intends to submit an updated plan to Nasdaq
by the specified deadline.  Nasdaq previously granted the company
an exception until March 18, 2014 to file the Form 10-Q, and the
company expects that in the updated plan it will request an
extension of that exception.

If Nasdaq accepts the company's updated plan, any additional
Nasdaq exception to allow the company to regain compliance with
Listing Rule 5250(c)(1) will be limited to a maximum of 180 days
from the original due date for the Form 10-Q filing (i.e., until
May 19, 2014).  If Nasdaq does not accept the updated plan, then
Ixia will have the opportunity to appeal the delisting decision to
a Nasdaq Hearings Panel.  Under Nasdaq's rules and procedures, a
company's request for such a hearing is generally due within seven
calendar days after receipt of the delisting notification, and
such a request automatically stays any delisting (and suspension
of trading) for an additional 15 calendar days from the deadline
to request a hearing.  Upon receiving any such notification, the
company intends to request a hearing by the seven calendar day
deadline and to request an additional stay beyond the 15 calendar
days should it become necessary.

                           About Ixia

Ixia -- http://www.ixiacom.com-- delivers information technology
solutions to a wide variety of organizations, through real-time
monitoring, real-world testing, and rapid assessment of networks
and systems.


KEEN EQUITIES: April 24 Hearing on Bid to Extend Exclusivity
------------------------------------------------------------
Keen Equities LLC asks the Bankruptcy Court for a 90-day extension
of its exclusive periods to file a plan of reorganization and
solicit acceptances of that plan.  Absent an extension, the plan
filing and the voting deadlines were set to expire March 12 and 9,
2014, respectively.

The Court has scheduled a hearing for April 24, 2014, at 2:30 p.m.
to consider the request for extension.

Keen does not expect any other creditor to file a competing plan
but it seeks to extend exclusivity so as to maintain control over
the plan process.

Keen is intending to develop a 900-acre property as housing to
accommodate the growing needs of the Satmar Community in Kiryas
Joel. The property is located close to the Hassidic community of
Kiryas Joel.

Kevin J. Nash, Esq., at Golberg Weprin Finkel Goldstein LLP, in
New York, explains that Keen has moved to retain a new team of
real estate professionals, who have already initiated the review
process.   While this is only the first step in a process that
will take months to complete, Keen is committed to a successful
development, adds Mr. Nash.

Keen Equities, LLC, filed a Chapter 11 petition (Bankr. E.D.N.Y.
Case No. 13-46782) on Nov. 12, 2013.  The petition was signed by
Y.C. Rubin as manager.  The Debtor disclosed total assets of $15.1
million and total liabilities of $6.84 million.  Judge Nancy
Hershey Lord presides over the case.  Goldberg Weprin Finkel
Goldstein LLP serves as the Debtor's counsel.


KEYWELL LLC: NewKey Sues to Determine Validity, Priority of Lien
----------------------------------------------------------------
NewKey Group, LLC, and NewKey Group II, LLC, have filed a
complaint against SGK Ventures, LLC, formerly known as Keywell,
L.L.C., to:

   i) obtain declaratory relief against the Debtor as to the
      validity, priority, and extent of liens asserted by
      NewKey and NewKey II; and

  ii) compel the Debtor to turn over an amount of the NewKey
      Entities' cash collateral necessary to pay in full the
      secured claims of NewKey and NewKey II, including interest
      and attorneys' fees.

They asserted that as of the Petition Date:

   1. NewKey had a secured claim against the Debtor in the amount
      of $4,553,320, with  interest continuing to accrue at a
      per diem rate of $2,333 related to the Second Amended
      NewKey Subordinated Note; and

   2. NewKey II had a secured claim against the Debtor in the
      amount of $5,941,742, with interest continuing to accrue
      at a per diem rate of $3,333 related to the Amended
      NewKey II Subordinated Note.

                        About Keywell L.L.C.

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

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

Judge Eugene R. Wedoff presides over the case.

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

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

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

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

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


KINDRED HEALTHCARE: S&P Assigns 'B+' Rating to $1BB Sr. Sec. Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Kindred Healthcare Inc.  The outlook is stable.

At the same time, S&P assigned a 'B+' issue-level rating to the
proposed $1 billion senior secured term loan.  The recovery rating
is '4', indicating S&P's expectation for average (30% to 50%)
recovery for lenders in the event of a payment default.  The
company will use proceeds of the term loan to the refinance the
existing term loan and repay a portion of the outstanding balance
on the asset-based lending (ABL) facility.

"The ratings on Kindred reflect Standard & Poor's Ratings Services
view of the company's business risk profile as "weak", primarily
reflecting its reimbursement risk and the competitive environment
in each of its businesses," said credit analyst David Peknay.
"The company's business lines include long term acute care
hospitals, inpatient rehabilitation hospitals, nursing homes,
contract rehabilitation services, home health and hospice
services.  The ratings also reflect the company's "aggressive"
financial risk profile, with leverage expected to remain above 4x
over the next year."

S&P's stable outlook incorporates its expectation that the company
will effectively manage costs to counterbalance reimbursement
pressure and that there will be no further downsizing of the
company, supporting S&P's base case assumption that leverage will
decline modestly from 2013 levels.

Downside scenario

S&P could lower our rating if Kindred's free cash flow becomes
minimal, and if lease-adjusted leverage increases to a sustainable
level above 5x.  This could occur if its adjusted EBITDA margin in
2014 falls about 100 bps below S&P's expectation.  S&P believes a
number of factors could contribute to such a scenario, including a
combination of weak patient volume, a cut in third-party payments,
and/or a spike in operating costs.

Upside scenario

S&P could raise the rating if Kindred reduces debt leverage below
4x, and it subsequently believed it would remain there.  This
could occur if Kindred improves its adjusted EBITDA margin by at
least 200 bps.  However, given S&P's expectations for the company
that includes ongoing pressure on reimbursement, it do not believe
this to be achievable for at least the next two years.


LABORATORY PARTNERS: BMC Serving as Administrative Agent
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
authorized Laboratory Partners Inc. and its debtor-affiliates to
employ BMC Group Inc. as its administrative agent.

BMC is expected to:

   a) prepare any appropriate reports, exhibits and schedules of
      information, including assisting with data management and
      preparation of forms for the schedules and statements;

   b) generate, provide and assist with claims objections,
      exhibits, claims reconciliation and related matters;

   c) assist with, among other things, solicitation, balloting and
      tabulation and calculation of votes for purposes of plan
      voting;

   d) facilitate any distributions pursuant to a confirmed plan of
      reorganization; and

   e) provide such other claims processing, noticing,
      solicitation, balloting and administrative services.

The Debtors said in court papers they agreed to pay the firm as
set forth in the parties' service agreement.  The firm will seek
reimbursement from the Debtors for reasonable expenses in
accordance to that agreement.

Tinamarie Feil, president of Client Services of BMC Group, Inc.,
assured the Court that the firm is a "disinterested person" within
the meaning of Section 101(14) of the Bankruptcy Code.

                    About Laboratory Partners

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

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

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

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

In March 2014, the Bankruptcy Court authorized the Debtors to sell
their so-called "Talon Division," which refers to the clinical
laboratory and anatomic pathology services to (i) physicians,
physician officers and medical groups in Indiana, Illinois, and
(ii) Union Hospital, Inc., in Terre Haute and Clinton, Indiana, to
Laboratory Corporation of America Holdings for $10.5 million.  An
auction was cancelled after the Debtors received no competing bid
during the bid deadline.

The Court also authorized the Debtors to sell certain of their
assets relating to their nuclear medicine business to Union
Hospital, Inc.


LE-NATURE INC: K&L Gates Co-Defendant Balks at $24M Deal
--------------------------------------------------------
Law360 reported that Pascarella & Wiker LLP asked a Pennsylvania
bankruptcy court to reject a liquidation trustee's $23.75 million
settlement proposal, saying it may assert a claim against K&L
Gates LLP, its co-defendant in a suit alleging professional
negligence caused drink maker Le-Nature's Inc.'s bankruptcy.

According to the report, the Pittsburgh-based accounting firm
filed an opposition to the $23.75 million settlement forged
between K&L Gates and Marc S. Kirschner, the liquidation trustee
for Le-Nature's, which collapsed in 2006 due to fictitious
bookkeeping and massive mismanagement by its former chief
executive.

As previously reported by The Troubled Company Reporter, K&L
Gates, under the settlement, will cause to be paid $23,750,000 to
the Liquidation Trust.  The settlement resolves the Trustee's
pending claims against K&L Gates LLP and Sanford Ferguson, after
more than four years of extremely complex, costly and protracted
litigation.

In September 2009, the Trustee commenced an action in the Court of
Common Pleas of Allegheny County, Pennsylvania, against K&L and
certain parties, Pascarella & Wiker LLP, and Carl A. Wiker, a P&W
partner, in connection with their roles in an investigation in
2003 as counsel to a special committee of LNI's board of directors
after three senior LNI financial officers resigned.

In the K&L Action, the Trustee asserted claims for professional
negligence, breach of contract, breach of fiduciary duty,
negligent misrepresentation and vicarious liability for the
separate alleged negligence of P&W and Wiker against the K&L
Parties, and claims for negligent misrepresentation and breach of
contract against the P&W Parties.

                      About Le-Nature's Inc.

Headquartered in Latrobe, Pennsylvania, Le-Nature's Inc. --
http://www.le-natures.com/-- made bottled waters, teas, juices
and nutritional drinks.  Its brands included Kettle Brewed Ice
Teas, Dazzler fruit juice drinks and lemonade, and AquaAde
vitamin-enriched water.

On Oct. 27, 2006, the Delaware Chancery Court appointed Kroll
Zolfo Cooper, Inc., as custodian of Le-Nature's, placing it in
charge of management and operations.  Within several days, Kroll
uncovered massive fraud at Le-Nature's.  On Nov. 1, 2006, Steven
G. Panagos, a Kroll managing director, filed an affidavit with the
Delaware Chancery Court setting forth the evidence of the
financial fraud he had discovered at Le-Nature's.

Four unsecured creditors of Le-Nature's filed an involuntary
Chapter 7 petition against the Company (Bankr. W.D. Pa. Case No.
06-25454) on Nov. 1, 2006.  Kroll converted the proceedings from
Chapter 7 to Chapter 11.

On Nov. 6, 2006, two of Le-Nature's subsidiaries, Le-Nature's
Holdings Inc., and Tea Systems International Inc., filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code.

The Debtors' cases were jointly administered.  The Debtors'
schedules filed with the Court showed $40 million in total assets
and $450 million in total liabilities.

Douglas Anthony Campbell, Esq., Ronald B. Roteman, Esq., and
Stanley Edward Levine, Esq., at Campbell & Levine, LLC,
represented the Debtors in their restructuring efforts.  The Court
appointed R. Todd Neilson as Chapter 11 Trustee.  Dean Z. Ziehl,
Esq., Richard M. Pachulski, Esq., Stan Goldich, Esq., Ilan D.
Scharf, Esq., and Debra Grassgreen, Esq., at Pachulski, Stang,
Ziehl, Young, Jones & Weintraub LLP, represented the Chapter 11
Trustee.  David K. Rudov, Esq., at Rudov & Stein, and S. Jason
Teele, Esq., and Thomas A. Pitta, Esq., at Lowenstein Sandler PC,
represented the Official Committee of Unsecured Creditors.  Edward
S. Weisfelner, Esq., Robert J. Stark, Esq., and Andrew Dash, Esq.,
at Brown Rudnick Berlack Israels LLP, and James G. McLean, Esq.,
at Manion McDonough & Lucas, represented the Ad Hoc Committee of
Secured Lenders.  Thomas Moers Mayer, Esq., and Matthew J.
Williams, Esq. at Kramer Levin Naftalis & Frankel LLP, represented
the Ad Hoc Committee of Senior Subordinated Noteholders.

On July 8, 2008, the Bankruptcy Court issued an order confirming
the liquidation plan for Le-Nature's.


LE-NATURE INC: K&L Gates' $24M Malpractice Deal OK'd
----------------------------------------------------
Law360 reported that a Pennsylvania bankruptcy judge approved a
$23.75 million settlement between K&L Gates LLP and the
liquidation trustee of defunct drink maker Le-Nature's Inc. in a
legal malpractice case, a day after the accounting firm serving as
co-defendant dropped its opposition.

According to the report, U.S. Bankruptcy Judge Thomas Agresti
signed off on the deal that the firm reached in January with
trustee Marc S. Kirschner, settling claims that the firm's
negligence led to the company's bankruptcy, according to a source
close to the matter.

Pascarella & Wiker LLP previously asked the bankruptcy court to
reject the liquidation trustee's settlement proposal, saying it
may assert a claim against K&L Gates LLP, its co-defendant in a
suit alleging professional negligence caused drink maker Le-
Nature's bankruptcy.  The Pittsburgh-based accounting firm filed
an opposition to the $23.75 million settlement forged between K&L
Gates and the liquidation trustee.

As previously reported by The Troubled Company Reporter, K&L
Gates, under the settlement, will cause to be paid $23,750,000 to
the Liquidation Trust.  The settlement resolves the Trustee's
pending claims against K&L Gates LLP and Sanford Ferguson, after
more than four years of extremely complex, costly and protracted
litigation.

In September 2009, the Trustee commenced an action in the Court of
Common Pleas of Allegheny County, Pennsylvania, against K&L and
certain parties, Pascarella & Wiker LLP, and Carl A. Wiker, a P&W
partner, in connection with their roles in an investigation in
2003 as counsel to a special committee of LNI's board of directors
after three senior LNI financial officers resigned.

In the K&L Action, the Trustee asserted claims for professional
negligence, breach of contract, breach of fiduciary duty,
negligent misrepresentation and vicarious liability for the
separate alleged negligence of P&W and Wiker against the K&L
Parties, and claims for negligent misrepresentation and breach of
contract against the P&W Parties.

                      About Le-Nature's Inc.

Headquartered in Latrobe, Pennsylvania, Le-Nature's Inc. --
http://www.le-natures.com/-- made bottled waters, teas, juices
and nutritional drinks.  Its brands included Kettle Brewed Ice
Teas, Dazzler fruit juice drinks and lemonade, and AquaAde
vitamin-enriched water.

On Oct. 27, 2006, the Delaware Chancery Court appointed Kroll
Zolfo Cooper, Inc., as custodian of Le-Nature's, placing it in
charge of management and operations.  Within several days, Kroll
uncovered massive fraud at Le-Nature's.  On Nov. 1, 2006, Steven
G. Panagos, a Kroll managing director, filed an affidavit with the
Delaware Chancery Court setting forth the evidence of the
financial fraud he had discovered at Le-Nature's.

Four unsecured creditors of Le-Nature's filed an involuntary
Chapter 7 petition against the Company (Bankr. W.D. Pa. Case No.
06-25454) on Nov. 1, 2006.  Kroll converted the proceedings from
Chapter 7 to Chapter 11.

On Nov. 6, 2006, two of Le-Nature's subsidiaries, Le-Nature's
Holdings Inc., and Tea Systems International Inc., filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code.

The Debtors' cases were jointly administered.  The Debtors'
schedules filed with the Court showed $40 million in total assets
and $450 million in total liabilities.

Douglas Anthony Campbell, Esq., Ronald B. Roteman, Esq., and
Stanley Edward Levine, Esq., at Campbell & Levine, LLC,
represented the Debtors in their restructuring efforts.  The Court
appointed R. Todd Neilson as Chapter 11 Trustee.  Dean Z. Ziehl,
Esq., Richard M. Pachulski, Esq., Stan Goldich, Esq., Ilan D.
Scharf, Esq., and Debra Grassgreen, Esq., at Pachulski, Stang,
Ziehl, Young, Jones & Weintraub LLP, represented the Chapter 11
Trustee.  David K. Rudov, Esq., at Rudov & Stein, and S. Jason
Teele, Esq., and Thomas A. Pitta, Esq., at Lowenstein Sandler PC,
represented the Official Committee of Unsecured Creditors.  Edward
S. Weisfelner, Esq., Robert J. Stark, Esq., and Andrew Dash, Esq.,
at Brown Rudnick Berlack Israels LLP, and James G. McLean, Esq.,
at Manion McDonough & Lucas, represented the Ad Hoc Committee of
Secured Lenders.  Thomas Moers Mayer, Esq., and Matthew J.
Williams, Esq. at Kramer Levin Naftalis & Frankel LLP, represented
the Ad Hoc Committee of Senior Subordinated Noteholders.

On July 8, 2008, the Bankruptcy Court issued an order confirming
the liquidation plan for Le-Nature's.


LEAP WIRELESS: S&P Withdraws 'B-' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services raised the senior unsecured
debt rating on San Diego-based Leap Wireless International Inc.'s
senior notes due 2020 to 'A-' from 'CCC+' and removed it from
CreditWatch.  Wholly-owned subsidiary Cricket Communications Inc.
issued this debt and S&P expects it to remain outstanding for
about 30 days following the recently completed acquisition of Leap
by Dallas-based AT&T Inc., whom S&P expects will guarantee the
debt until it is repaid.

Subsequently, S&P withdrew the 'B-' corporate credit rating on
Leap.  S&P also withdrew the 'CCC' debt rating and '6' recovery
rating on Leap's $250 million of convertible notes due 2014 and
the 'B+' senior secured debt rating and '1' recovery rating on the
senior secured term loan and revolver as S&P expects this debt to
be repaid.


LEVI STRAUSS: S&P Raises CCR to 'BB' on Lower Debt Levels
---------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on San Francisco-based Levi Strauss & Co. to 'BB' from
'BB-'.  The outlook is stable.

S&P is also raising its senior unsecured debt rating to 'BB' from
'BB-'.  The recovery rating remains unchanged at '4', indicating
S&P's expectation for average (30% to 50%) recovery for
noteholders in the event of a payment default.

"The one-notch upgrade reflects our view that Levi Strauss could
sustain its improved credit measures with lower debt levels and
improved profitability.  Adjusted debt levels declined because of
debt reduction with operating cash flow and lower pension
obligations," said Standard & Poor's credit analyst Linda Phelps.
"The upgrade also reflects EBITDA margins, which had improved for
the fiscal year ended Nov. 25, 2013, to the 16% area, from about
14% one year ago."

Standard & Poor's continues to assess Levi Strauss' financial risk
profile as "significant" and its business risk profile as "fair."

"We expect Levi Strauss' operating performance to remain
relatively constant, with steady performance at the core Levi's
brand and stable cotton prices," said Ms. Phelps.  "Credit
measures could improve with continued debt reduction with free
cash flow.  We will look for the company to maintain leverage
below 3.5x for a stable outlook."


LIGHTSQUARED INC: Judge Says Ergen Cannot Stop Plan from Advancing
------------------------------------------------------------------
Nick Brown, writing for Reuters, reported that bankrupt wireless
venture LightSquared can move forward with a restructuring
proposal over the objections of its biggest creditor, Dish Network
Corp Chairman Charles Ergen, a judge said.

According to the report, Judge Shelley Chapman has approved the
framework of a plan at a hearing in the U.S. bankruptcy court in
Manhattan, which means LightSquared can lobby creditors to support
its plan before a hearing on final confirmation.  But the
company's restructuring is still a long way from over.

Ergen contends the plan would treat his claims unfairly, while
LightSquared has argued in a separate lawsuit that Ergen built up
his debt position illegally and that it should be reduced or wiped
out, the report related.  Judge Chapman ruled the debate should be
left until the confirmation stage.

                 About City of Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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


MANCHESTER OAKS: Court Rejects Modified Plan
--------------------------------------------
Bankruptcy Judge Brian F. Kenney denied confirmation of the
Amended/Modified Plan of Reorganization filed by Manchester Oaks
Homeowners Association, Inc.

Objections to confirmation of the Plan were filed by:

     -- Patrick K. Batt, Rudolph J. Grom and James R. Martin;
     -- Daniel Rodriguez;
     -- Gregory Nowakowski; and
     -- Huynh Hue Thi

Mr. Grom filed two additional Objections, in his capacity as a
homeowner (as opposed to, as a creditor).

Judge Kenney said the Court will deny confirmation of the Debtor's
Plan because:

     -- the Plan does not have the affirmative vote of one class
        of impaired creditors under 11 U.S.C. Section 1129(a)(10),
        because the one accepting class, that of a single
        creditor, is separately classified improperly from the
        dissenting classes of claims.

     -- the Plan is not feasible under Section 1129(a)(11) because
        the foundation of the Plan, the Debtor's special
        assessment, was not authorized in accordance with the
        Debtor's Declaration of Covenants, Conditions and
        Restrictions.

     -- the Plan has not been proposed "in good faith and not by
        any means forbidden by law" under Bankruptcy Code Section
        1129(a)(3), because it does not comply with applicable
        State law concerning homeowner association special
        assessments.

The Court approved the Debtor's Disclosure Statement on Nov. 13,
2013.  The Debtor filed an Amended/Modified Plan and Disclosure
Statement on Dec. 24, 2013.  The structure of the Debtor's
Amended/ Modified Plan is as follows:

     * Class 1 -- Administrative Expenses will be paid in full at
       confirmation, or on such terms as the administrative
       claimants may agree. This Class is unimpaired.

     * Class 2 -- the I.R.S., which is owed $98, will be paid in
       full on the Effective Date of the Plan. This Class is
       unimpaired.

     * Class 3 -- The compensatory portion of the Fairfax Judgment
       in favor of Messrs. Batt, Grom and Martin ($2,355 to Batt,
       $2,355 to Grom, and $705 to Martin) will be paid in full,
       with interest, in equal amounts over a 60 month period.
       This Class is impaired.

     * Class 4 -- The legal fees and costs awarded to Messrs.
       Batt, Grom and Martin (totaling $217,888.67) will be paid
       in full, without interest, over a 60 month period.  This
       Class is impaired.

     * Class 5 -- the unsecured claim of WTP will be paid 80% of
       the claim, over a 60 month period, without interest.  This
       Class is impaired.

     * Class 6 --  the unsecured claim of Dominion Virginia Power
       in the amount of $257.33 will be paid in full on the
       Effective Date of the Plan. This Class is unimpaired.

     * The members of the Debtor will retain their membership
       interests.

The Plan funding will come from a special assessment to be made by
the Debtor.

Class 5, the WTP claim, has accepted the Plan.  Classes 3 and 4,
the Batt, Grom and Martin claims, have rejected the Plan.

In October 2013, the Debtor's Board passed a special assessment,
the purpose of which is to fund the amounts due under the Plan to
the creditors (Batt, Grom, Martin and WTP), and to pay the
administrative expenses of the bankruptcy case.

The special assessment was not approved by a vote of the
homeowners.  It will require the homeowners to pay a total of
$334,416.43, or $5,867 each, over the 60-month life of the Plan.
This equates to a monthly increase in homeowners' dues in the
amount of $97.78 for each homeowner in the community, for the
duration of the Plan.

A copy of the Court's March 12, 2014 Memorandum Opinion is
available at http://is.gd/IGl35nfrom Leagle.com.

Manchester Oaks Homeowners Association, Inc., filed for Chapter 11
bankruptcy (Bankr. E.D. Va. Case No. 11-10179) on Jan. 10, 2011,
listing under $1 million in both assets and liabilities.

The Debtor is a Virginia non-stock, not for profit corporation.
It is the community association for the subdivision known as
Manchester Oaks, in Fairfax County, Virginia.

Manchester Oaks is a community of 57 townhomes.

Counsel for the Debtor is:

     Thomas J. Stanton, Esq.
     STANTON & ASSOCIATES, P.C.
     221 South Fayette Street
     Alexandria, VA 22314


MAR REALTY: Files Plan; Sale After Exit
---------------------------------------
MAR Realty Inc. filed a proposed Chapter 11 plan that contemplates
the full payment to the secured creditor, zero dividend for
unsecured creditors and for current management to remain post-
bankruptcy.

According to the Plan, secured creditor Banco Popular's claim is
unimpaired and thus the bank is deemed to have accepted the Plan.

Upon the determination and allowance of Banco Popular, or on an
agreement with Banco Popular on the Effective Date, the Debtor
will commence monthly payment for interest on the amount owed to
creditor as determined by the Court and after any sale of real
estate property and abandonment of the Puerto Nuevo as provided by
the Plan, and secured with the properties located in Hatillo and
Caguas.  During that term the Debtor will endeavor the sale of the
property in Mayaguez for which there is an interested entity and
the proceeds from such sale shall be tendered in payment to Banco
Popular after payment of any real estate property tax.

The Debtor is also marketing the property located in Barrio
Quebrada Arena, San Juan, Puerto Rico, and the proceed from such
sale shall be tendered in payment to Banco Popular after payment
of any real estate property tax.

As to the properties located in Urbanization Puerto Nuevo, the
Debtor will consent to the lifting of the stay in order that Banco
Popular continues its in rem proceeding in state court.

If no sale is completed within said the time period afore stated,
Debtor may also consent to the lifting of stay as to the Mayaguez
and Barrio Quebrada Properties so that in rem proceedings continue
at the state courts.

As to the properties located in Caguas and Hatillo, a related
corporation operates retail business and thus will either enter
into a new lease contract for a reasonable rent and or The Tile
Outlet Inc, will submit a proposal to buy the properties free and
clear of liens -- with all proceed going to Banco Popular after
payment of any real estate property tax.

The class of general unsecured claims is impaired under the Plan,
thus it is entitled to vote.  The class will not receive any
dividends.

Stockholders of the corporation will not receive or retain any
property under the Plan.

It is anticipated that the present management will continue to
oversee the operation of the Reorganized Debtor.  Mr. Edwin Ramos
serves as president.

                      About M.A.R. Realty

M.A.R. Realty Corp. filed a Chapter 11 petition (Bankr. D.P.R.
Case No. 13-09752) on Nov. 25, 2013.  Edwin Ramos signed the
petition as president.  The Debtor disclosed $11.16 million in
total assets and $10.14 million in total liabilities.  Isabel M
Fullana, Esq., at Garcia Arregui & Fullana PSC serves as the
Debtor's counsel.  Hon. Mildred Caban Flores presides over the
case.


MARTIN MIDSTREAM: Moody's Rates $150MM Sr. Unsecured Notes 'B3'
---------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Martin Midstream
Partners L.P.'s (MMLP) proposed $150 million senior unsecured
notes. These notes will be an add-on to the company's existing
$250 million 7.25% senior unsecured notes due 2021. The proceeds
from the bond issuance will be used to redeem the company's $175
million 8.875% senior unsecured notes due April 2018, which are
callable effective April 1, 2014. The aggregate redemption value
will be about $182 million, and MMLP plans to fund the $32 million
gap by drawing on its revolving credit facility. MMLP's $637.5
million borrowing base credit facility had $240 million in
outstanding borrowings as of March 3, 2014.

"This financing transaction is likely to lower Martin Midstream's
interest expense, while being largely leverage neutral for the
company," said Arvinder Saluja, Moody's Assistant Vice President.

Rating Assignments:

$150 million senior unsecured notes, Rated B3 (LGD5 -- 80%)

Ratings Unchanged:

Corporate Family Rating, Rated B1

Short Term Issuer Level Rating, Rated SGL-3

$250 million 7.25% senior unsecured notes due 2021, Rated B3
(LGD5 -- 80%)

$175 million 8.875% senior unsecured notes due 2018, Rated B3
(LGD5 -- 80%)*

this rating will be withdrawn after the completion of 2018 notes
redemption.

Ratings Rationale

The proposed senior unsecured notes will be, along with the
existing senior notes, structurally subordinated to the senior
secured credit facility's significant priority claim on MMLP's
assets. Therefore they are rated two notches below the company's
B1 Corporate Family Rating (CFR) given our expectation that MMLP
will continue to incur debt, primarily in the form of revolver
borrowings. The size of the potential senior secured claims
relative to the unsecured notes results in a B3 rating for notes
under Moody's Loss Given Default Methodology.

MMLP's B1 CFR is restrained by its modest scale, geographic
concentration, and relatively high leverage. MMLP's Debt / EBITDA
remains historically higher but reasonably comparable to the B1
peer group average of 4.9x. The rating is supported by the
diversification within MMLP's business lines, the high proportion
of fee-based cash flows within its business segments, and our
expectation of continued support from its general partner, Martin
Midstream General Partner (MMGP), and of new project opportunities
through Alinda's involvement. In 2013, MMLP mainly focused its
efforts on integrating entities it acquired in 2012-13. The
company has indicated that it plans to pursue larger-scale
acquisitions in 2014. Moody's expect MMLP to realize a greater
portion of the acquired assets cash flow in 2014. Also, the
weakness in the fertilizer market that negatively impacted 2013
margins is likely to abate. These should help decrease the
company's elevated leverage.

The stable outlook assumes Debt / EBITDA will be sustained below
5.0x. Growth capital expenditures in 2014 will be high as the
company grows and makes expansions within newly acquired assets.

MMLP's rating could be upgraded if scale and or business risk
materially improve and if Debt / EBITDA is sustained below 4.0x.
The company's ratings could be downgraded if it appears that Debt
/ EBITDA will be sustained above 5.5x. Additionally, if MMLP's
business risk profile deteriorates as a result of growth into
riskier business lines or if there is a deterioration in the
credit profile of Martin Resources Management Corporation (MRMC),
the private entity that controls MMGP, Moody's could downgrade the
ratings.

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

Martin Midstream Partners, L.P. is a publicly traded master
limited partnership headquartered in Kilgore, Texas.


MARTIN MIDSTREAM: S&P Retains 'B-' Rating Following $150MM Add-On
-----------------------------------------------------------------
Standard & Poor's Rating Services said it left its 'B-' issue-
level rating and '6' recovery rating unchanged on Martin Midstream
Partners L.P.'s and Martin Midstream Finance Corp.'s $250 million
7.25% notes due 2021 after the partnership announced it proposed
to make an add-on of $150 million to the issue.  The notes will
total $400 million.

The '6' recovery rating indicates S&P's expectation of minimal (0%
to 10%) recovery if a payment default occurs.  The partnership
intends to use net proceeds to repay amounts outstanding under its
credit facility.  The partnership then intends to use the credit
facility to redeem its 8.875% notes due 2018 at redemption price
equal to 104.438% of the principal amount plus accrued interest
(about $182.8 million) on April 1, 2014.  As of Dec. 31, 2013,
Martin had about $659 million of balance-sheet debt.

Kilgore, Tex.-based Martin is a midstream energy master limited
partnership that mainly operates in the U.S. Gulf Coast region.
The partnership's main business lines include: terminalling,
storage and packaging services for petroleum products and by-
products; natural gas liquids distribution and natural gas
storage; sulfur and sulfur-based products processing,
manufacturing, marketing and distribution; and marine
transportation services for petroleum products and by-products.
Our corporate credit rating on Martin is 'B+', and the outlook is
stable.

RATINGS LIST

Ratings Unchanged
Martin Midstream Partners L.P.
Corp. credit rating           B+/Stable/--

Martin Midstream Partners L.P.
Martin Midstream Finance Corp.
$400 mil senior unsecured notes         B-
Recovery rating                         6


MEDPACE HOLDINGS: S&P Assigns 'B+' CCR; Outlook Stable
------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B+' corporate
credit rating on Medpace Holdings Inc.  The outlook is stable.  At
the same time, S&P assigned a 'B+' issue-level rating with a '3'
recovery rating to the company's new $590 million first-lien
credit facility, which includes an undrawn $60 million revolving
credit line.  The '3' recovery rating reflects S&P's expectation
for meaningful (50%-70% recovery in the event of a payment
default.

S&P also withdrew its corporate credit rating on Medpace Inc.  In
addition, S&P affirmed its issue-level 'B+' rating on its senior
secured debt and removed it from CreditWatch.  S&P will withdraw
the rating on Medpace Inc.'s existing first-lien facility upon the
completion of the deal.

S&P assigned the same rating to MedPace Holdings as it had on
MedPace Inc., despite the sharp increase in debt, based on two
factors.  First, the company was very lightly leveraged at the
announcement, with debt to EBITDA of 1.9x, and had considerable
capacity for incremental debt.  Secondly, the company's good cash
flow generation and history of debt reduction supports S&P's
belief that MedPace Holding, under new ownership, will deleverage
fairly rapidly, supporting S&P's assessment of financial risk as
"aggressive".

"Our ratings on Medpace reflect our assessment of the company's
"weak" business risk profile and "aggressive" financial risk
profile," said credit analyst Maryna Kandrukhin.

The stable outlook reflects S&P's expectation that Medpace's
double-digit growth rate and strong cash flow generation will
result in credit measures consistent with an "aggressive"
financial risk profile at the end of 2014.

Downside scenario

S&P could lower the rating in the event that Medpace experiences
severe contract losses or a sustained increase in cancellations
that hurt the company's cash flow generation and result in
debt/EBITDA significantly above 5.0x.  This scenario would require
a single-digit revenue decline coupled with a 250-bp EBITDA
contraction.  Alternatively, S&P could also lower the rating if
there is a change in the financial policy and Medpace increases
debt by more than $50 million to fund a major acquisition or
shareholder friendly action.

Upside scenario

S&P believes the company's aggressive financial risk profile will
endure under its financial sponsor, limiting the likelihood of a
higher rating over the next year.


MJC AMERICA: East West Bank May Resume Sending Credit Notices
-------------------------------------------------------------
The Hon. Sarah R. Klein of the U.S. Bankruptcy Court for the
Central District of California on March 3, 2014, approved a
stipulation between MJC America, Ltd., and East West Bank
modifying automatic stay.

On Feb. 28, David A. Tilem, Esq., at the Law Offices of David A.
Tilem, on behalf of the Debtor, said that the Dec. 10, 2013 filing
stayed all creditor collection activity.

In this relation, EWB has stopped sending any informational
notices regarding the credit facility containing the basic
information as the amount due, interest rate, payment amounts due
or received, interest or other charges added to the account.

The stipulation provides that, to the extent that sending notices
is deemed to constitute a violation of the automatic stay, the
automatic stay is modified to permit EWB to send notices.

EWB asserts a blanket security interest in all of MJC's personal
property assets including, but not limited to MJC's inventory,
accounts receivable and deposit accounts held by EWB to secure a
credit facility.

                     About MJC America, Ltd.

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 is the Debtor's general bankruptcy counsel.
Winston & Strawn LLP serves as special litigation 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.


MJC AMERICA: Files List of Top Unsecured Creditors
--------------------------------------------------
MJC America, Ltd submitted to the Bankruptcy Court a list that
identifies its top 20 unsecured creditors.

Creditors with the three largest claims are:

  Entity                       Nature of Claim     Claim Amount
  ------                       ---------------     ------------
Hong King Gree Ele App             Lawsuit           $4,069,466
Sales
Unit 2612, 26 F
Miramar Tower
132 Nathan Road,
Tsim Sha Tsui
Kowloon, Hong Kong

QVC, Inc                                             $3,000,000
Studio Park, MC 209
West Chester, PA 19380

MJC Supply LLC                                       $1,987,000
P.O. Boz 1537
Walnut, CA 91788

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

  http://bankrupt.com/misc/MJCAMERICA_50_creditorslistamended.pdf

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 is the Debtor's general bankruptcy counsel.
Winston & Strawn LLP serves as special litigation 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.


MODERN PRECAST: Avoidance Suit v. United Concrete Goes to Trial
---------------------------------------------------------------
VCW ENTERPRISES, INC., d/b/a M&W PRECAST, f/k/a MODERN PRECAST
CONCRETE, INC., Plaintiff v. UNITED CONCRETE PRODUCTS, Defendant,
Adv. Proc. No. 13-0224 (Bankr. E.D. Pa., on April 24, 2013), seeks
to avoid, under 11 U.S.C. Sec. 547(b), allegedly preferential
transfers arising from a pre-petition joint check agreement among
Plaintiff, Defendant, and Kinsley Construction, Inc.  The
complaint also seeks to avoid, based on 11 U.S.C. Sections 547(b)
and 549(a), three payments -- amounting to $95,409.70 -- received
by Defendant under the joint check agreement.  On July 16, 2013,
the court denied Defendant's motion to dismiss the complaint and
Defendant filed its answer on Aug. 5, 2013.  On Nov. 20, 2013, the
Plaintiff filed the Motion for Summary Judgment.

In a March 11, 2014 Opinion available at http://is.gd/stBPnlfrom
Leagle.com, Bankruptcy Judge Richard E. Fehling denied the Summary
Judgment Motion saying genuine issues of material fact exist.

                       About Modern Precast

Modern Precast Concrete, Inc. filed a Chapter 11 petition (Bankr.
E.D. Penn. Case No. 12-21304) on Dec. 16, 2012, in Reading,
Pennsylvania.  Aaron S. Applebaum, Esq. and Barry D. Kleban, Esq.,
at McElroy Deutsch Mulvaney & Carpenter LLP, in Philadelphia, Pa.,
serve as counsel to the Debtor.  The Debtor estimated up to
$50 million in both assets and liabilities.  West Family
Associates, LLC (Case No. 12-21306) and West North, LLC (Case No.
12-21307) also sought Chapter 11 protection.  The petitions were
signed by James P. Loew, chief financial officer.

Founded in 1946 as Woodrow W. Wehrung Excavating, Modern Precast
is a leading manufacturer and distributor of precast concrete
structures, pipes and related products.  Modern also purchases and
resells related products.  Modern operates from two facilities, a
91,010 square-foot facility in Easton, Pennsylvania and a 43,784
square-foot facility in Ottsville, Pennsylvania.

Modern is a single source supplier of virtually every precast
concrete product needed for residential, commercial/industrial,
Department of Transportation and municipality projects.

Modern, on a consolidated basis, generated revenues of
$23.4 million and $19.4 million and operating EBITDA of
$1.4 million and ($382,000) for years 2010 and 2011, respectively.

The Debtors have tapped Beane Associates, Inc. as financial
restructuring advisor; and Barry D. Kleban, Esq., and Aaron S.
Applebaum, Esq., at McElroy Deutsch Mulvaney & Carpenter LLP, as
attorneys.  Griffin Financial Group, LLC serves as investment
banker.

The Official Committee of Unsecured Creditors is represented by
Ciardi Ciardi & Astin.  The Committee tapped Eisneramper LLP as
its accountants and financial advisor.

On Jan. 18, 2013, the Bankruptcy Court approved the sale of the
substantially all of the Debtors' assets to OldCastle Precast,
Inc., for a total proposed purchase price of $7,800,000 to the
Debtors, subject to certain adjustments.  The Debtor changed its
name to VCW Enterprises, Inc., doing business as M&W Precast,
following the sale.

VCW Enterprises, Inc., doing business as M&W Precast, formerly
known as Modern Precast Concrete, Inc., on May 30, 2013, won
confirmation of its First Amended Plan of Liquidation that
provides for (i) the disposition of the Debtor's remaining assets;
(ii) the establishment of the Liquidating Trust; and (iii) a
mechanism to distribute the proceeds to the holders of Allowed
Claims.  The Plan also provides for payment in full of all Allowed
Administrative Claims.


MONTREAL MAINE: Trustee Seeks Extension of Lease Decision Period
----------------------------------------------------------------
Robert J. Keach, as Chapter 11 Trustee for Montreal Maine &
Atlantic Railway, Ltd., asks the Court to further extend the March
6, 2014 deadline for assumption or rejection of these non-
residential real property leases:

     (a) land easement dated May 25, 1993 with Arlene L.
         Larson to install underground communications
         transmission system;

     (b) land easement dated May 26, 1993 with the town
         of Medford, Maine, to install underground
         communications transmission system;

     (c) commercial lease dated August 1, 2004 with Larry
         Springer for a building in Hernon, Maine;

     (d) ground lease dated May 14, 2013 with the Jackman
         Utility District for loading and unloading
         railcars;

     (e) lease dated January 24, 2014 with Judy L. Dionne
         for land on which the Debtor's radio tower is
         located;

     (f) lease dated April 1, 2003 with Cole Land Company
         for land on which the Debtor's radio tower is
         located; and

     (g) lease renewal dated July 19, 2012 with Thomas and
         Eva Young for land on which the Debtor's radio
         tower is located.

Sam Anderson, Esq., at Bernstein, Shur, Sawyer & Nelson, in
Portland, Maine, who represents Mr. Keach, explains that the sale
of substantially all of Montreal Maine & A assets to Railroad
Acquisition Holdings, LLC, is expected to close sometime in March
2014. Railroad Acquisition has indicated its intent to assume
certain contracts including the leases.

The underground easements and radio tower land leases would be
difficult to re-rent in the marketplace, Mr. Anderson explains,
thus, the lessors will not be prejudiced with an extension.

All lease counterparties except for the Youngs, which they were
not able to reach, have verbally consented to the requested
extension, adds Mr. Anderson.

The Court previously granted a 90-day extension to the Debtor to
decide on the leases.

                       About Montreal Maine

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

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

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

Justice Martin Castonguay oversees the case in Canada.

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

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

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

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

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

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

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

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

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

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


MONTREAL MAINE: Railroad to Emerge from Bankruptcy with New Name
----------------------------------------------------------------
The Associated Press reported that the railroad responsible for a
fiery derailment that killed 47 people in Quebec will soon have a
new name.

According to the report, the buyer, Railroad Acquisition Holdings,
is changing the name of Montreal, Maine and Atlantic Railway. The
new name will be Central Maine and Quebec Railway.

The subsidiary of New York-based Fortress Investment Group won an
auction for the Maine-based railroad that owns about 500 miles of
track in Maine, Vermont and Canada, the report related.  Chapter
11 trustee Robert Keach said the deal is on track to close by the
end of March.

                       About Montreal Maine

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

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

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

Justice Martin Castonguay oversees the case in Canada.

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

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

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

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

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

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

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

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

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

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


MOSS FAMILY: Hiring Dominger Tuohy as Real Estate Counsel
---------------------------------------------------------
Moss Family, L.P., and Beachwalk L.P. want to employ a special
counsel for real estate matters and have selected Dominger Tuohy &
Bailey LLP.  The law firm is expected to render these services:

     (a) Negotiations and discussions with the town of
         Michigan City and its officials and agencies,
         including issues regarding utility systems,
         emergency access and ownership of common areas;

     (b) Negotiations and discussions with creditors
         regarding collateral valuation and restructuring;

     (c) Development of strategies regarding new capital
         for development; and

     (d) Representation in adversary proceeding filed by
         Beachwalk Property Owners Association, Inc.,
         under Adversary Proc. No. 13-03065.

Moss and Beachwalk previously hired Faegre Baker Daniels to
represent them but the firm later developed a conflict and has
advised its intent to withdraw.

Sheila A. Ramacci, Esq., at Daniel L. Freeland & Associates, P.C.,
in Highland, Indiana, explains that hiring new counsel is urgent
because they need to prepare for and attend on March 21, 2014, a
scheduled mediation for the adversary proceeding.

Dominger Tuohy & Bailey's hourly rate is $200-$450.  The firm also
seeks a $10,000 retainer.

                        About Moss Family

Moss Family Limited Partnership and Beachwalk, L.P., filed
Chapter 11 petitions (Bankr. N.D. Ind. Case Nos. 12-32540 and
12-32541) on July 17, 2012.  Judge Harry C. Dees, Jr., presides
over the case.  Daniel Freeland, Esq., at Daniel L. Freeland &
Associates, P.C., represents the Debtors.  Moss Family disclosed
$6,609,576 in assets and $6,299,851 in liabilities as of the
Chapter 11 filing.


NEW CENTURY TRS: Karan Russell Claim Disallowed
-----------------------------------------------
Bankruptcy Judge Kevin J. Carey sustained The New Century
Liquidating Trust's Forty-Second Omnibus Objection to Claims
Pursuant to 11 U.S.C. Sec. 502(b) and Fed.R.Bankr.P. 3001 and 3007
and Local Rule 3007-1 [Non-Substantive], disallowing the proof of
claim filed July 20, 2011 by Karan J. Russell.  The Claim
Objection seeks disallowance of the Russell Claim and other claims
that were filed nearly four years after the proof of claim bar
date.  Ms. Russell participated pro se.  A copy of the Court's
March 12, 2014 Memorandum is available at http://is.gd/kEfVb9from
Leagle.com.

Ms. Russell filed the Claim on July 20, 2011, asserting a secured
claim in the amount of $880,000 against the Debtors based upon a
"wrongful foreclosure."  No supporting documentation was attached
to the Russell Claim.

                       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.


OCEANSIDE MILE: Taps CBRE Inc as Sales Agent
--------------------------------------------
Oceanside Mile LLC, dba Seabonay Beach Resort, asks the U.S.
Bankruptcy Court for the Central District of California for
permission to employ CBRE Inc. as its agent in listing property
for sale.

The Debtor tells the Court that it desires to employ the firm on a
commission basis, with the firm's commission not to exceed 2.5% of
the gross selling price of its property.  The Debtor notes the
period of employment of the firm will not exceed seven months.

The Debtor assures the Court that the firm is a "disinterested
person" within the meaning of the Bankruptcy Code.

                       About Oceanside Mile

Oceanside Mile LLC owns the Seabonay Resort Hotel, a resort hotel
located in an affluent area of Florida's Hillsboro Beach, which is
perched on the Atlantic Ocean.  The hotel is close to Fort
Lauderdale and its suburbs; three miles south of Boca Raton, and a
mile east of Deerfield Beach.  The hotel has 81 rooms and total
1.29 acres.

Oceanside Mile filed a Chapter 11 petition (Bankr. C.D. Cal.
Case No. 13-35286) on Oct. 17, 2013.  Arturo Rubinstein signed the
petition as managing member.  In its schedules, the Debtor
disclosed $13,148,100 in total assets and $8,367,297 in total
liabilities.  Judge Barry Russell presides over the case.

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

First-Citizens Bank & Trust Company is represented by Craig H.
Averch, Esq., and Roberto J. Kampfner, Esq., at White & Case LLP,
in Los Angeles, California.


OCEANSIDE MILE: Hiring Glass Ratner as Financial Advisor
--------------------------------------------------------
Oceanside Mile LLC dba Seabonay Beach Resort asks the U.S.
Bankruptcy Court for the Central District of California for
permission to employ Glass Ratner as its financial advisor to
review and analyze the Debtor's books and records for the period
of five years before it filed for bankruptcy.

The Debtor tells the Court that it paid the firm a retainer of
$10,000.  The firm's normal and customary hourly rates:

   Brad Smith           $345
   Adam Meislik         $450
   Sergey Shvartsman    $235

The Debtor assures the Court that the firm is a "disinterested
person" within the meaning of the Bankruptcy Code.

                       About Oceanside Mile

Oceanside Mile LLC owns the Seabonay Resort Hotel, a resort hotel
located in an affluent area of Florida's Hillsboro Beach, which is
perched on the Atlantic Ocean.  The hotel is close to Fort
Lauderdale and its suburbs; three miles south of Boca Raton, and a
mile east of Deerfield Beach.  The hotel has 81 rooms and total
1.29 acres.

Oceanside Mile filed a Chapter 11 petition (Bankr. C.D. Cal.
Case No. 13-35286) on Oct. 17, 2013.  Arturo Rubinstein signed the
petition as managing member.  In its schedules, the Debtor
disclosed $13,148,100 in total assets and $8,367,297 in total
liabilities.  Judge Barry Russell presides over the case.

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

First-Citizens Bank & Trust Company is represented by Craig H.
Averch, Esq., and Roberto J. Kampfner, Esq., at White & Case LLP,
in Los Angeles, California.


OPTIM ENERGY: Has Final Authority to Tap $115-Mil. in DIP Loans
---------------------------------------------------------------
Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware gave Optim Energy, LLC, et al., final
authority to obtain an aggregate principal amount of $115,000,000,
from Cascade Investment, L.L.C., and a consortium of financial
institutions, if any, to be determined by Cascade.  Wells Fargo
Bank, N.A., will act as administrative agent and issuing bank for
the letters of credit issued under the DIP Facility.

The Debtors also obtained final authority to use cash collateral
securing their prepetition indebtedness to fund working capital,
general corporate purposes, certain hedging obligations relating
to energy trading contracts, replacement of existing letters of
credit, and restructuring expenses and professional fees.

The DIP Facility matures the earlier of (a) 12 months after the
Petition Date or 15 months if the extension option is exercised,
(b) the effective date of a chapter 11 plan of reorganization of
any of the Debtors, and (c) the date that the DIP Facility is
accelerated.

To the extent not withdrawn, waived or settled, all objections,
including the objections filed by Walnut Creek Mining Company,
Lyondell Chemical Company, and Robertson County, Texas, were
overruled.

Walnut Creek, the Debtors' sole supplier of coal, complained that
the proposed DIP Facility and DIP Orders constitute unfair insider
transactions designed to leverage the bankruptcy process for the
advantage of insider Cascade to the detriment of Walnut Creek and
the rest of the creditor body.  The insider lender?s overreaching
efforts to structure the postpetition financing to divert all
value of the Debtors? estates to the equity insider while also
hampering any attempts to challenge the insider?s pre- and post-
petition conduct and purported claims should not be permitted,
Walnut argued.

Lyondell said it does not object generally to the DIP financing as
sought in the DIP Financing Motion.  Lyondell said it only wants
to ensure that the DIP Facility does not interfere with the
Debtors? operations under the contracts entered into prepetition
between Lyondell as ground lessor and steam host, and Optim Energy
Altura Cogen LLC as ground lessee and supplier of steam and
electricity to Lyondell.

Robertson County objects to the relief requested by the Debtors
pursuant to the DIP Motion for the reason that it is unclear from
the Motion and the Interim and proposed Final Order whether the ad
valorem tax liens are to be primed pursuant to Section 364 (d).

The Debtors told the Court prior to the final DIP hearing that
they entered into negotiations with the Objecting Parties and the
DIP Lender, which led to the revision of the proposed final DIP
Order.  To accommodate the concerns of the Objecting Parties, the
DIP Order provides that the automatic stay is vacated and modified
to the extent necessary to permit the Administrative Agent, the
L/C Issuer and the DIP Lenders to exercise, upon the occurrence of
an event of default, all rights and remedies in accordance with
the DIP Credit Agreement, after giving prior written notice to the
U.S. Trustee, the Debtors, any official committee appointed,
Walnut Creek, and Lyondell.  The Final DIP Order further provides
that Lyondell may still raise objections and arguments, if any,
that may be properly raised under Section 365 or 363 of the
Bankruptcy Code relating to any proposed sale, full transfer or
full assignment of any real estate lease or contract to which it
and a Debtor are a party.

A full-text copy of the Final DIP Order is available for free
at http://bankrupt.com/misc/OPTIMdipord0306.pdf

Walnut Creek is represented by Anthony W. Clark, Esq., and Sarah
E. Pierce, Esq., at SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP, in
Wilmington, Delaware; Kenneth S. Ziman, Esq., at SKADDEN, ARPS,
SLATE, MEAGHER & FLOM LLP, in New York; and Robert J. Bothe, Esq.
-- rbothe@mcgrathnorth.com -- James G. Powers, Esq. --
jpowers@mcgrathnorth.com -- and Robert P. Diederich, Esq. --
rdiederich@mcgrathnorth.com -- at McGrath North Mullin & Kratz, PC
LLO, in Omaha, Nebraska.

Lyondell is represented by Joseph H. Huston, Jr., Esq. --
jhh@stevenslee.com -- at STEVENS & LEE, P.C., in Wilmington,
Delaware; and Mark S. Finkelstein, Esq. --
mfinkelstein@smfadlaw.com -- at SHANNON,MARTIN, FINKELSTEIN,
ALVARADO & DUNNE, P.C., in Houston, Texas.

Robertson County is represented by Diane W. Sanders, Esq., at
LINEBARGER GOGGAN BLAIR & SAMPSON, LLP, in Austin, Texas.

                       About Optim Energy

Optim Energy, LLC, and its affiliates are power plant owners
principally engaged in the production of energy in Texas's
deregulated energy market.  Optim owns and operates three power
plants in eastern Texas: the Twin Oaks plant in Robertson County,
Texas, the Altura Cogen plant in Harris County, Texas and the
Cedar Bayou plant in Chambers County, Texas.  The Altura and Cear
Bayou plants are fueled by natural gas, and the third is coal-
fired.

Optim Energy and its affiliates sought Chapter 11 protection from
creditors (Bankr. D. Del. Lead Case No. 14-10262) on Feb. 12,
2014.

The Debtors have tapped Bracewell & Giuliani LLP and Morris,
Nichols, Arsht & Tunnell LLP as attorneys; Protiviti Inc. as
restructuring advisors; and Prime Clerk LLC as claims agent.

The Debtors have $713 million of outstanding principal
indebtedness.


OXFORD BUILDING: Court Converts Case to Chapter 7
-------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey has
converted the Chapter 11 cases of Oxford Building Services Inc.
and its debtor-affiliates to Chapter 7 liquidation proceedings.

The Court directed the Office of the U.S. Trustee for the District
of New Jersey to appoint a Chapter 7 trustee to oversee the
Debtors' cases.

                       About Oxford Building

Oxford Building Services, Inc., Oxford Property Services, Inc.,
and Origin PR LLC sought Chapter 11 protection (Bankr. D.N.J. Lead
Case No. 13-13821) on Feb. 26, 2013, in Newark, New Jersey.

Oxford is a national organization providing a full spectrum of
facility maintenance, housekeeping, janitorial and security
services for office building real estate investment trusts
("REITs"), retail and entertainment REITs, national retailers and
chain stores.  Oxford also optimizes the facility maintenance
process for companies with multi-unit facility management needs
through the use of software, vendor management tools, statistical
modeling and analysis, paperless invoicing and a transaction/call
center.  Oxford Building, the lead debtor, is the sole member of
Origin and owns 100% of the outstanding stock of OPS.

Warren A. Usatine, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A., serve as counsel to the Debtors.

Oxford Property estimated assets and debts of $10 million to
$50 million.  Oxford Building estimated at least $1 million in
assets and liabilities.


OVERSEAS SHIPHOLDING: Proskauer Sues For Hurt Reputation
--------------------------------------------------------
Law360 reported that Proskauer Rose LLP fired back with a suit of
its own at belly-up Overseas Shipholding Group Inc., which claimed
the firm's malpractice led to hundreds of millions of dollars in
tax liability, asking a New York judge to hold OSG liable for
giving it bad information.

According to the report, the law firm asked the court to hold its
former client responsible for damage to Proskauer's reputation, in
the wake of OSG's accusations in a separate suit that the law firm
didn't properly assess a credit deal.

As previously reported by The Troubled Company Reporter, Proskauer
urged a bankruptcy court to throw out OSG's malpractice suit,
slamming allegations that the firm's advice cost the company
millions of dollars in "avoidable" tax liabilities and contending
that OSG provided Proskauer false information.

The New York-based law firm took the oil tanker company to task
for failing to turn over key financial documents to its attorneys
prior to OSG's 2012 bankruptcy filing, which contradicted
assurances the company had made on certain transactions, the Jan.
17 motion says.

                    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.


PEREGRINE FINANCIAL: Trustee Seeks to Question Imprisoned Founder
-----------------------------------------------------------------
Jacqueline Palank, writing for The Wall Street Journal, reported
that the official tasked with repaying customers of Peregrine
Financial Group Inc. wants to have a talk with defunct brokerage's
founder, who's behind bars after pleading guilty to fraud.

According to the report, bankruptcy trustee Ira Bodenstein has
filed papers asking the Chicago bankruptcy court to let him
question Russell Wasendorf Sr. about Peregrine's financial
affairs, which the trustee says will help him in a months-long
effort to repay Peregrine's customers and other creditors. At the
center of that effort is an investigation into various
transactions related to the fraud that brought down the brokerage.

"Given his significant role in the massive fraud that was
perpetrated on PFG's customers and creditors, Wasendorf is
believed to have personal knowledge about many issues that are
relevant to the trustee's ongoing investigation of various matters
relating to the debtor's financial affairs and potential claims
against third-parties," the report cited Mr. Bodenstein as saying
in the court filing.

Mr. Bodenstein said that due to the "costs and logistics
associated with deposing an incarcerated individual," he may seek
to coordinate with regulators and customers who are separately
suing Mr. Wasendorf and have also sought to question him, the
report related.

                   About Peregrine Financial

Peregrine Financial Group Inc. filed to liquidate under Chapter 7
of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 12-27488)
on July 10, 2012, disclosing between $500 million and $1 billion
of assets, and between $100 million and $500 million of
liabilities.

Earlier that day, at the behest of the U.S. Commodity Futures
Trading Commission, a U.S. district judge appointed a receiver and
froze the firm's assets.  The firm put itself into bankruptcy
liquidation in Chicago later the same day.  The CFTC had sued
Peregrine, saying that more than $200 million of supposedly
segregated customer funds had been "misappropriated."  The CFTC
case is U.S. Commodity Futures Trading Commission v. Peregrine
Financial Group Inc., 12-cv-5383, U.S. District Court, Northern
District of Illinois (Chicago).

Peregrine's CEO Russell R. Wasendorf Sr. unsuccessfully attempted
suicide outside a firm office in Cedar Falls, Iowa, on July 9.

The bankruptcy petition was signed in his place by Russell R.
Wasendorf Jr., the firm's chief operating officer. The resolution
stated that Wasendorf Jr. was given a power of attorney on July 3
to exercise if Wasendorf Sr. became incapacitated.

Peregrine Financial is the regulated unit of the brokerage
PFGBest.


PETTERS COMPANY: Vicis Capital To Pay $7.5M In Clawback Settlement
------------------------------------------------------------------
Law360 reported that hedge fund Vicis Capital Master Fund Ltd.
will return $7.5 million it received on an investment in Thomas
Petters' $3.7 billion Ponzi scheme, resolving a bankruptcy
clawback suit through a settlement approved by a Minnesota federal
judge.

According to the report, U.S. District Court Judge Ann D.
Montgomery signed off on the deal, which resolves a clawback suit
brought against Vicis by Douglas A. Kelley, who serves as a
receiver for Petters' personal creditors and Chapter 11 trustee
for bankrupt Petters Co. Inc.

The case is USA v. Petters, et al., Case No. 0:08-cv-05348 (D.
Minn.).

                   About Petters Company, Inc.

Based in Minnetonka, Minn., Petters Group Worldwide LLC is a
collection of some 20 companies, most of which make and market
consumer products.  It also works with existing brands through
licensing agreements to further extend those brands into new
product lines and markets.  Holdings include Fingerhut (consumer
products via its catalog and Web site), SoniqCast (maker of
portable, WiFi MP3 devices), leading instant film and camera
company Polaroid (purchased for $426 million in 2005), Sun Country
Airlines (acquired in 2006), and Enable Holdings (online
marketplace and auction for consumers and manufacturers' overstock
inventory).  Founder and chairman Tom Petters formed the company
in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide.

Thomas Petters, the founder and former CEO of Petters Group, has
been indicted and a criminal proceeding against him is proceeding
in the U.S. District Court for the District of Minnesota.

Petters Company, Petters Group Worldwide and eight other
affiliates filed separate petitions for Chapter 11 protection
(Bankr. D. Minn. Lead Case No. 08-45257) on Oct. 11, 2008.  In its
petition, Petters Company estimated its debts at $500 million and
$1 billion.  Parent Petters Group Worldwide estimated its debts at
not more than $50,000.

Fruth, Jamison & Elsass, PLLC, represents Douglas Kelley, the duly
appointed Chapter 11 Trustee of Petters Company, Inc., et al.  The
trustee tapped Haynes and Boone, LLP as special counsel, and
Martin J. McKinley as his financial advisor.

Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and
08-35198) on Oct. 6, 2008.  Petters Aviation is a wholly owned
unit of Thomas Petters Inc. and owner of MN Airline Holdings, Sun
Country's parent company.


PHOENIX AZ POWER: Bankruptcy Stays McGough et al. Lawsuit
---------------------------------------------------------
Arizona Magistrate Judge Lawrence O. Anderson stayed the lawsuit,
Amy McGough; Joshua Reyes; and Monte McRae, Plaintiffs, v. Phoenix
AZ Power Sweep, Inc., an Arizona corporation; and Todd Woods and
Michelle Woods, husband and wife, Defendants, No. CV-14-300-PHX-
LOA (D. Ariz.), after Phoenix AZ Power Sweep's Chapter 11
bankruptcy filing.  All claims against Phoenix AZ Power Sweep are
placed on inactive status until Aug. 25, 2014 (180 days).

A copy of the Court's March 11, 2014 Order is available at
http://is.gd/910Z2mfrom Leagle.com.

Phoenix AZ Power Sweep, Inc., filed a Chapter 11 petition (Bankr.
D. Ariz. Case No. 2:14-bk-00386-SSC).


PRIME TIME INT'L: Section 341(a) Meeting Set on April 15
--------------------------------------------------------
A meeting of creditors in the bankruptcy case of Prime Time
International Company will be held on April 15, 2014, at 2:00 p.m.
at US Trustee Meeting Room, 230 N. First Avenue, Suite 102,
Phoenix, AZ.

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.

Prime Time International Company and affiliates 21st Century
Brands, LLC, and USA Tobacco Distributing, Inc., filed Chapter 11
bankruptcy petitions (Bankr. D. Ariz. Case Nos. 14-03518, 14-03519
and 14-03520) on March 15, 2014.  Prime Time disclosed total
assets of $26.78 million and total debts of $23.37 million as of
Jan. 31, 2014.  Judge Sarah Sharer Curley oversees the cases.
Greenberg Traurig, LLP, serves as the Debtors' counsel.  Odyssey
Capital Group, LLC, is the Debtors' financial advisors.


PRM FAMILY: Gets Final Approval to Borrow $2-Mil. from CNG Ranch
----------------------------------------------------------------
PRM Family Holding Company, L.L.C. received final approval from
U.S. Bankruptcy Judge Sarah Curley to obtain financing from CNG
Ranch, LLC.

The final order authorizes PRM Family to borrow an additional $2
million from CNG Ranch to finance its operations and allow the
company to consummate the sale of its major assets.

CNG Ranch last year extended a $1 million loan to the company.

As security for the $2 million loan, all funds advanced by CNG
Ranch will be cross-collateralized with the pre-bankruptcy loans
in the amount of $39.8 million and security interests of Bank of
America, N.A. that have been acquired by CNG Ranch.

Bank of America serves as administrative agent and lender under a
2011 credit agreement.

The loan will also be secured by the assets of PRM Family.  CNG
Ranch will have a junior lien on any assets in which in any other
creditor had a security interest that wasn't junior to the lien of
Bank of America on the petition date, with the priority of CNG
Ranch's lien encumbering such assets being subject only to any
such security interests.

                         About PRM Family

PRM Family Holding Company, L.L.C., operator of 11 Pro's Ranch
Markets grocery stores in Arizona and Texas and New Mexico,
sought Chapter 11 protection (Bankr. D. Ariz. Case No. 13-09026)
on May 28, 2013.

As of the bankruptcy filing, PRM Family Holding operates seven
grocery stores in Phoenix, two in El Paso, Texas, and two in New
Mexico.  Its corporate office is in California and it has
warehouses and distribution facilities in California and Phoenix.
Its Pro's Ranch Markets feature produce, baked goods, and other
general grocery items with a Hispanic flair and theme.  The
company has more than 2,200 employees.

PRM Family blamed its woes on, among other things, the adverse
effect of the perception in Arizona towards immigrants including
the passage of SB 1070 and an immigration audit to which no other
competitor was subjected.  It also blamed a decline in the U.S.
economy and an increase competition from other grocery store
chains.

Bank of America, the secured lender, declared a default in
February 2013.

PRM Family estimated liabilities in excess of $10 million.

Judge Sarah Sharer Curley oversees the case.  Michael McGrath,
Esq., Scott H. Gan, Esq., Frederick J. Petersen, Esq., Kasey C.
Nye, Esq., David J. Hindman, Esq., and Isaac D. Rothschild, Esq.,
at Mesch, Clark & Rothschild, P.C., serve as the Debtor's counsel.

HG Capital Partners' Jim Ameduri serves as financial advisor.

PRM Family submitted to the Bankruptcy Court on Sept. 23, 2013, a
Joint Disclosure Statement in support of Plan of Reorganization.
The Disclosure Statement says the Debtor will continue the
operation of a long-standing business, which currently employs
approximately 2,300 people. Continuing the business will allow the
Debtors to repay creditors and maintain trading relationships with
long-term trade vendors.

Attorneys at Freeborn & Peters LLP, in Chicago, Ill., represent
the Official Committee of Unsecured Creditors as lead counsel.
Attorneys at Schian Walker, P.L.C., in Phoenix, Arizona, represent
the Committee as local counsel.  O'Keefe & Associates Consulting,
LLC, serves as financial advisor to the Committee.

Robert J. Miller, Esq., Bryce A. Suzuki, Esq., and Justin A.
Sabin, Esq., at Bryan Cave LLP, in Phoenix, serve as counsel for
Bank of America, N.A., as administrative agent and a lender under
an amended and restated credit agreement dated July 1, 2011.


PROSPECT PARK: Section 341(a) Meeting Scheduled for April 15
------------------------------------------------------------
A meeting of creditors in the banrkuptcy case of Prospect Park
Networks, LLC, will be held on April 15, 2014, at 1:00 p.m. at J.
Caleb Boggs Federal Building, 844 King St., 5th Floor, Room 5209,
Wilmington, Delaware.

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

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

Prospect Park Networks, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. D. Del. Case No. 14-10520) on March 10, 2014.
Jeffrey Kwatinetz signed the petition as president.  The Debtor
estimated assets of $50 million to $100 million and debts of $10
million to $50 million.  Cousins, Chipman & Brown, LLP, represents
the Debtor as counsel.


PROVIDERX OF GRAPEVINE: Dallas Judge Clarifies CERx Lien
--------------------------------------------------------
Bankruptcy Judge Barbara J. Houser in Dallas on March 12 vacated
her August 2013 Memorandum Opinion in a lawsuit filed CERx
Pharmacy Partners, LP, against Provider Meds LP and affiliates,
and decided once again on the motions for partial summary judgment
filed in that case.

The primary issue remaining before the Court on summary judgment
is whether the language in the loan and security documents entered
into by and among the various parties was sufficient to grant CERx
a security interest in all of PM's intellectual property assets
owned immediately prior to a Dec. 13, 2012 disposition of
collateral by public sale held by CERx.

In her March 12 ruling, Judge Houser concluded that (1) the loan
documents are unambiguous and, as a matter of law, PM did grant
CERx a security interest in all of its IP Assets; (2) although
CERx's security interest attached to PM's IP Assets, the
collateral description contained in the UCC-1 financing statement
filed by CERx with the Texas Secretary of State was insufficient
to perfect CERx's security interest in PM's IP Assets, other than
the Patent Applications; (3) pursuant to its Notice of Disposition
and accompanying Transmittal Letter, CERx disposed of PM's IP
Assets on Dec. 13, 2012 by public sale; and (4) because the IP
Assets had been purchased by CERx at the Dec. 13, 2012 public
sale, the IP Assets were no longer owned by PM on the date that it
filed for Chapter 11 protection and did not become property of the
PM bankruptcy estate; accordingly, the Chapter 7 trustee of PM's
bankruptcy estate may not avoid CERx's unperfected lien on the IP
Assets pursuant to 11 U.S.C. Sec. 544.

Based upon the summary judgment record, however, Judge Houser held
that a genuine issue of material fact exists regarding exactly
what assets, other than the Patent Applications, comprised PM's IP
Assets on Dec. 13, 2012.  Accordingly, CERx's Motion for Partial
Summary Judgment will be granted with respect to PM's IP Assets,
the scope of which will be determined after trial, and the
Defendant's Partial Motion for Summary Judgment will be denied.

The lawsuit is, CERx PHARMACY PARTNERS, LP, Plaintiff, v. PROVIDER
MEDS, LP, ET AL., Defendants, v. CARY LORIMER AND STEWART
STEPHENS, Third Party Defendants, Adv. Proc. No. 13-03015-BJH
(Bankr. N.D. Tex.).  A copy of Judge Houser's March 12, 2014
Memorandum Opinion is available at http://is.gd/87BOu1from
Leagle.com.

These debtors have been named as defendants in the CERx suit; they
have filed Chapter 11 petitions in Dallas bankruptcy court:
OnSiteRx, Inc. (13-30267), ProvideRx of Grapevine, LLC (12-38039),
Provider Technologies, Inc. (13-33020), Provider Meds, LP (13-
30678), ProvideRx of Midland, LLC (13-33016), ProvideRx of Waco,
LLC (13-33017), ProvideRx of San Antonio LLC (13-33018), and W PA
OnSiteRx, LLC (13-32615).  The debtor-Defendants' bankruptcy cases
were converted from Chapter 11 to Chapter 7 on or about August 30,
2013.  A Chapter 7 trustee was subsequently appointed in each
case.

Based in Forney, Texas, ProvideRX of Grapevine, LLC, filed for
Chapter 11 bankruptcy on Dec. 28, 2012 (Bankr. N.D. Tex., Case No.
12-38039).  Kevin S. Wiley, Jr., Esq. -- kevinwiley@lkswjr.com --
represented ProvideRX.  Provider Meds, LP was an affiliate of
ProvideRX.


QUIZNOS: Files for Prepackaged Ch. 11 to Execute Restructuring
--------------------------------------------------------------
Quiznos on March 14 disclosed that its senior lenders have voted
overwhelmingly in favor of a "pre-packaged" restructuring plan
that will reduce the Company's debt by more than $400 million.
The plan is intended to increase the Company's flexibility as it
executes operational enhancements designed to strengthen
performance, revitalize the Quiznos brand and reinforce its
promise as a fresh, high-quality and great-tasting alternative to
traditional fast food offerings.  In order to implement this
pre-packaged plan, the Company on March 14 voluntarily filed to
reorganize under Chapter 11 of the U.S. Bankruptcy Code in the
U.S. Bankruptcy Court in Wilmington, Delaware.

All but seven of Quiznos' nearly 2,100 restaurants are
independently owned and operated by franchisees in the U.S. and 30
other countries around the world.  As separate businesses, these
restaurants are not a part of the Chapter 11 proceedings and are
open and operating as usual.  Quiznos customers can expect to
continue to enjoy their favorite high-quality menu offerings.  The
Company expects to continue operating in the ordinary course of
business throughout the restructuring process.  The Company will
continue working with its franchisees in the U.S. and
internationally to strengthen the brand, build momentum and
improve growth and profitability.

"The actions we are taking are intended to enable Quiznos to
reduce our debt, execute a comprehensive plan to further enhance
the customer experience, elevate the profile of the brand and help
increase sales and profits for our franchise owners," said
Stuart K. Mathis, Quiznos Chief Executive Officer.  "We look
forward to continuing to work with and support our global network
of franchise owners, who are the backbone of our business."

Mr. Mathis continued, "Our business plan includes several key
elements aimed at supporting our franchisees, including reducing
food costs, implementing a franchise owner rebate program, in
certain circumstances making loans available to franchisees for
restaurant improvements, investing in advertising to improve
location awareness, and providing new incentives for prospective
franchisees.  We are also introducing new technology at the
restaurants and taking other actions to help our franchisees
operate their businesses more efficiently."

In conjunction with the restructuring plan, Quiznos has received a
commitment for $15 million in debtor-in-possession ("DIP")
financing from its senior lenders, which, subject to Court
approval, will be available to support its ongoing operations
during the Chapter 11 proceedings.  The Company's distribution
centers are open and fulfilling orders, and Quiznos has been in
touch with its key suppliers to help ensure that products will
continue to be delivered to franchisees in a timely fashion.
Because the Company has already received the requisite approvals
for its pre-packaged restructuring plan from the necessary
creditor groups, it expects to execute the plan and emerge from
the court-supervised process on an accelerated basis.

Quiznos has established a Restructuring Information Hotline for
interested parties at (855) 388-4579 in North America, or
internationally at (646) 795-6978.  Additional information can be
found on the Quiznos website at
http://www.quiznos.com/restructuring

Court filings and information about the claims process can be
found at a separate website maintained by Quiznos' claims agent,
PrimeClerk, at http://cases.primeclerk.com/quiznos

Akin Gump Strauss Hauer & Felds LLP is serving as legal advisor,
Lazard Freres & Co. LLC is serving as financial advisor and
Alvarez & Marsal is serving as restructuring advisor to Quiznos.

                          About Quiznos

Denver-based Quiznos -- http://www.quiznos.com-- is a chain
designed for today's busy consumers who are looking for a high
quality, tasty, freshly prepared alternative to traditional fast-
food restaurants.  With locations in 50 states and 30 countries,
Quiznos is one of the world's premier quick-service restaurant
chains and pioneer of the toasted sandwich; Quiznos restaurants
offer creative, chef-created sandwiches and salads using premium
ingredients.  Quiznos was founded in 1981 by chefs who discovered
that toasting brought out the best in every sandwich ingredient.


REGAL ENTERTAINMENT: Fitch Affirms 'B+' Issuer Default Ratings
--------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings (IDRs) of
Regal Entertainment Group (Regal) and Regal Cinemas Corporation
(Regal Cinemas) at 'B+'.  Fitch has also upgraded the issue
ratings of Regal to 'B+/RR4'.  All other issue ratings have been
affirmed. The Outlook remains Stable.

On Feb. 25, 2014, Regal tendered for any and all of its $311.4
million 9.125% senior notes due 2018 and the $400 million of Regal
Cinema's 8.625% senior notes due 2019 ($711.4 million in total
debt tendered).  Simultaneously, Regal launched a new bond
offering to fund the tender.

On March 11, 2014 Regal closed its new bond offering, $775 million
of 5.75% senior notes due 2022, and announced that it had received
early tenders for 71% and 89% of Regal's and Regal Cinema's senior
notes, respectively.  In addition, Regal announced that any notes
not tendered by March 25, 2014 will be called for redemption at
100% plus a make-whole premium.  The redemption of the remaining
notes is expected to occur on April 10, 2014.

The 'B+' rating for Regal's notes reflects the improved recovery
prospects following the planned note redemptions.  Due to Regal's
debt being structurally subordinated to Regal Cinemas debt, future
issuance of debt by Regal Cinemas would pressure the 'B+/RR4'
issue ratings.

Key Rating Drivers

Regal's ratings reflect Fitch's belief that movie exhibition will
continue to be a key promotion window for the movie studios'
biggest/most profitable releases.

Despite a strong comparison with the 2012 industry box office,
2013's film slate delivered positive growth in box office
revenues, up 0.8%, according to Box Office Mojo.  Attendance
declines of 1.3% were offset by a 2.1% increase in average ticket
price.  This will pose a tough comparison year in 2014.  However,
as in the past few years, there are many high-profile sequels that
have a strong likelihood of box office success.  The releases of
'Captain America: Winter Soldier', 'The Amazing Spider-Man 2', 'X-
Men: Days of Future Past', 'Transformers: Age of Extinction', 'The
Hunger Games: Mockingjay Part 1', and 'The Hobbit: There and Back
Again', headline a strong film slate.  Fitch believes the film
slate will support industry-wide box office revenue levels with
flat to low single digit declines in attendance and flat average
ticket price.

Fitch believes the investments made by Regal and its peers to
improve the patron's experience are prudent.  While high margin
concessions may be pressured, Fitch believes that in the long
term, the exhibitors will benefit from delivering an improved
value proposition to its patrons, and that premium food
services/offerings will grow absolute levels of revenue and
EBITDA.

Fitch believes that Regal will continue to focus free cash flow
(FCF) deployment toward expansion/build-out of theaters,
acquisition of theater assets, and/or for shareholder-friendly
activities.

The ratings factor the intermediate-/long-term risks associated
with increased competition from at-home entertainment media,
limited control over revenue trends, collapsing film distribution
windows and increasing indirect competition from other
distribution channels (such as DVD, VOD, and OTT).  For the long
term, Fitch continues to expect that the movie exhibitor industry
will be challenged in growing attendance and that any potential
attendance declines will offset some of the growth in average
ticket prices.

In addition, Regal and its peers rely on the quality, quantity,
and timing of movie product, all factors out of management's
control.

Liquidity and Leverage

Regal's solid liquidity position is supported by $281 million of
cash on hand as of Dec. 26, 2013 and $82.3 million availability
under its $85 million revolver due 2017.  FCF before dividend, as
of Dec. 26, 2013, latest 12 month (LTM) was $235 million. Fitch
expects pre-dividend FCF between $200 million and $300 million
annually over the next two years.  Fitch estimates approximately
$135 million in annual dividends.

Pro forma the refinancing, Regal has a manageable maturity profile
with Regal Cinemas' term loans due in 2017 as its next material
maturity:

-- Regal Cinemas' $978 million secured term loans (due 2017;
   amortize $10 million per annum);
-- Regal's new $775 million unsecured notes (due 2022);
-- Regal's $250 million unsecured notes (due 2023);
-- Regal's $250 million unsecured notes (due 2025).

Fitch believes that Regal will have sufficient liquidity,
including access to credit markets, to address its maturities.

Fitch calculates unadjusted gross leverage of 3.9x (including NCM
dividend), and interest coverage at 4.2x as of Dec. 26, 2013.

Recovery

Regal's Recovery Ratings reflect Fitch's expectation that the
enterprise value of the company and, thus, recovery rates for its
creditors, will be maximized in a restructuring scenario (as a
going concern) rather than a liquidation.  Fitch estimates a
distressed enterprise valuation of $2.1 billion, using a 5x
multiple and including an estimate for Regal's 20% stake in
National CineMedia, LLC of approximately $200 million.

The 'RR1' Recovery Rating for the company's credit facilities
reflects Fitch's belief that 91% - 100% expected recovery is
reasonable.  While Fitch does not assign Recovery Ratings for the
company's operating lease obligations, it is assumed the company
rejects only 30% of its remaining $3.3 billion in operating lease
commitments due to their significance to the operations in a
going-concern scenario and is liable for 15% of those rejected
values (at a net present value).

The structurally subordinated senior unsecured notes at Regal are
expected to have average recovery (31% - 50%), reflecting an
'RR4'.  Any future issuance of debt by Regal Cinemas would
pressure the 'B+/RR4' Regal issue ratings.

Rating Sensitivities

Limited Rating Upside: Fitch heavily weighs the prospective
challenges facing Regal and its industry peers in arriving at the
long-term credit ratings.  Significant improvements in the
operating environment (sustainable increases in attendance) and
sustained deleveraging could have a positive effect on the rating,
though Fitch views this as unlikely.

Negative Trigger: Fitch anticipates that the company, and other
movie exhibitors, will continue to consolidate.  While not
anticipated, a debt-financed material acquisition or return of
capital to shareholders that would raise the unadjusted gross
leverage beyond 4.5x could have a negative effect on the rating.
In addition, meaningful, sustained declines in attendance and/or
per-guest concession spending that drove leverage beyond 4.5x
would pressure the rating as well.

Fitch has taken the following rating actions for Regal and Regal
Cinemas:

Regal

-- IDR affirmed at 'B+';
-- Senior unsecured notes upgraded to 'B+/RR4'from 'B/RR5'.

Regal Cinemas

-- IDR affirmed at 'B+';
-- Senior secured credit facility affirmed at 'BB+/RR1';
-- Senior unsecured notes affirmed at 'BB/RR2'.

The Rating Outlook is Stable.


RESIDENTIAL CAPITAL: Trust Provides Tax Valuation Information
-------------------------------------------------------------
The ResCap Liquidating Trust on March 14 disclosed that it was
providing preliminary information to Unitholders regarding the net
value for tax purposes of the assets transferred to the
Liquidating Trust on December 17, 2013, the effective date of the
Chapter 11 Plan of Residential Capital, LLC, et al.  While the net
valuation of the transferred assets may not be finalized prior to
the upcoming tax filing dates, the Trust currently estimates a net
value of the transferred assets of $28.00 per Unit for tax
reporting purposes.  The Trust believes that it would be
reasonable to use this estimated net value for tax estimation
purposes.

The Trust will provide its final determination of the net value of
the transferred assets for tax reporting purposes as soon as it
becomes available, but not later than April 16, 2014, as required
under Liquidating Trust Agreement and the Plan.

                      Cautionary Statements

Unitholders should be aware that the estimated net value of the
transferred assets provided above, and the net value of the
transferred assets ultimately determined by the Liquidating Trust,
are being furnished solely for the purposes of tax reporting.  Net
value for tax reporting purposes is not a projection or forecast
of the cumulative amount of per Unit distributions that will be
made to Unitholders over the life of the Trust, and cumulative
distributions could be materially higher or lower than the net
value of transferred assets being provided for tax purposes.

Also, the net asset value of the transferred assets being provided
for tax purposes will differ from the net asset value that will be
shown on the Trust's balance sheet as of the effective date of the
Chapter 11 Plan, determined in accordance with GAAP, because the
rules governing the calculation of net asset value as of the
effective date for tax and GAAP purposes differ.  Among other
things, in determining the net asset value for tax purposes, no
deduction is made for future accruals for expenses of managing the
Trust, disposing of Trust assets and completing the wind-down, or
potentially uncollectible advances and receivables.  This also
principally accounts for the difference between the net asset
value of the transferred assets for tax purposes and the amount of
net assets the Debtors presented in the Disclosure Statement in
connection with Plan of $24.62.

The Trust is unable to provide tax advice to individual
Unitholders, and each Unitholder is encouraged to consult with its
own tax advisor in light of its own circumstances.

                About the ResCap Liquidating Trust

The ResCap Liquidating Trust -- http://rescapliquidatingtrust.com
-- was established under the Second Amended Joint Chapter 11 Plan
of Residential Capital, LLC, et al. for the purpose of liquidating
and distributing the assets of the Debtors in the ResCap
bankruptcy case.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Judge Martin Glenn in December 2013 confirmed the Joint Chapter 11
Plan co-proposed by Residential Capital and the Official Committee
of Unsecured Creditors.


RESTORA HEALTH: Hearing to Approve Sale Protocol Wednesday
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware on
March 7, 2014, issued an order rescheduling to March 19 at
1:30 p.m., the hearing to consider Restora Healthcare Holdings,
LLC, et al.'s motion to approve auction and bidding procedures in
connection with the sale of substantially all of their assets.

The hearing set for March 12 was canceled.

The United States of America -- on behalf of the Department of
Health and Human Services, acting through its designated
component, the Centers for Medicare & Medicaid Services -- filed
on March 7 a limited objection to the Debtors' sale motion,
stating that the relief requested violates federal law to the
extent it allows the assumption and assignment of Medicare
Provider Agreements without compliance with all the statutory and
regulatory terms under which the Agreements were issued.

On Feb. 25, the Debtors requested that the Court, among other
things: (a) approve certain auction and bidding procedures in
connection with the sale; (b) authorize them to enter into a
stalking horse purchase agreement, with the stalking horse
purchaser, subject to higher or otherwise better; and (c) approve
procedures relating to the assumption and assignment of executory
contracts and unexpired leases.

The proposed bidding procedures provides for, among other things:

   1. a deadline to submit bids for the acquired assets of
      April 21, at 5:00 p.m.;

   2. an April 23 auction at 10:00 a.m.; and

   3. a sale hearing on April 25, at 10:00 a.m.

The bidding procedures also provide that:

   1. the stalking horse agreement does not provide for any
      break-up fee or expense reimbursement in favor of the
      stalking horse purchaser;

   2. assets will be sold "as is, where is,"

   3. subject to a potential bidder entering into a
      confidentiality agreement satisfactory to the Debtors
      in their business judgment, the Debtors may afford any
      potential bidder, whom the Debtors, in consultation with
      their advisors, believe has the wherewithal to close a
      sale transaction and operate the hospitals, the
      opportunity to conduct a reasonable due diligence review
      in the manner determined by the Debtors in their discretion.

A copy of the bidding procedures is available for free at
http://bankrupt.com/misc/RestoraHealth_salemotion.pdf

             About Restora Healthcare Holdings, LLC,

Restora Healthcare Holdings, LLC, and two of its affiliates filed
separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos.
14-10367 to 14-10369) on Feb. 24, 2014.  Rust Consulting/Omni
Bankruptcy as their claims and noticing agent.  The petitions were
signed by George W. Dunaway as chief financial officer.  Restora
Healthcare estimated assets and debts of at least $10 million.
DLA Piper LLP (US) serves as the Debtors' counsel.

The Debtors tapped George D. Pillari, a managing director of
Alvarez & Marsal Healthcare Industry Group, LLC, as chief
restructuring officer.

The U.S. Trustee appointed five creditors to serve on the Official
Committee of Unsecured Creditors.


RESTORA HEALTH: Hearing on Term Loan Rescheduled to March 19
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware on
March 7, 2014, issued an order rescheduling to March 19 at
1:30 p.m., the hearing to consider Restora Healthcare Holdings,
LLC, et al.'s motion to:

     (i) authorize them to obtain postpetition financing from
         Healthcare Finance Group LLC, in its capacity as lender
         with a revolving commitment and its capacity as a lender
         making the term loans;

    (ii) use of cash collateral; and

   (iii) grant liens and provide superpriority administrative
         expense status.

The hearing set for March 12 has been canceled.

The Revolving Loans will not exceed $2,500,000 until the earliest
of the date on which (a) the Trillium Seller Account will become
subject to a Depositary Agreement by and among the Trillium
Sellers Merrill Lynch and the Agent on terms and conditions
satisfactory to Agent (b) the Trillium Seller Account will become
subject to a Control Agreement by and among the Trillium Sellers
Merrill Lynch and the Agent to the extent permitted by applicable
law, or (c) the Trillium Seller Account is closed and all obligors
have commenced making all payments with respect to Receivables to
the applicable Lockbox Accounts.

The borrowers will pay (1) interest on the average daily
outstanding balance of the revolving loan during the prior month
on the first Business Day of each month; and (2) all accrued and
unpaid interest on the Outstanding Balance of the Revolving Loan
on the maturity date in each case at an interest rate per annum
equal to LIBOR plus 4.25 percent.

The borrowers will use the proceeds of (i) the Term Loan A solely
to distribute on the closing date all of such proceeds to the
parent in consideration for the contribution by parent to the
Borrowers of the assets acquired by parent in the Trillium
Acquisition and the parent will use such distributed proceeds
solely to pay a portion of the purchase price under the
Trillium Acquisition Agreement as well as certain transaction
costs with respect thereto; and (ii) the Term Loan B solely to
distribute on the Term Loan B Funding Date all of such proceeds
(a) first on behalf of the Parent for the purpose of and the
Parent will cause such distributed proceeds to be disbursed
directly to Trillium Sellers for the purpose of payment in full
satisfaction of the Trillium Seller Note B, and (b) next in
payment of certain transaction costs with respect thereto.

Trillium Acquisition means (1) the acquisition by Parent of
certain assets of the Trillium Sellers (Hearthstone Hospital - Sun
City LLC and Hearthstone Hospital - Mesa LLC) pursuant to the term
and conditions of the Trillium Acquisition Agreement (certain
Operations Transfer Agreement dated as of April 16 2012, by and
among parent and the Trillium Sellers); and (2) the contribution
of the assets acquired by Parent to each of the borrowers.

The aggregate principal amount of the Term Loan A will be payable
in consecutive monthly installments on the first Business Day of
each month commencing on the first Business Day of the month after
the initial funding date each installment to be in an amount as
set forth in the table:

   Payment Date                         Monthly Payment Amount
   ------------                         ----------------------
From July 1,2012 until June 1,2013            $15,000
From July 1,2013 until June 1,2014            $30,000
From July l,2014 until June 1,2015            $35,000
From July 1,2015 until June 1,2016            $35,000
From July l,2016 until June l,2017            $35,000
Maturity Date                          The aggregate outstanding
                                       principal balance of the
                                       Term Loan A

The aggregate principal amount of the Term Loan B will be payable
in consecutive monthly installments on each repayment date
commencing on the first business day of the month following the
Term Loan B Funding Date each such installment to be in the amount
of $29,000.

A copy of the term loan agreement is available for free at:

   http://bankrupt.com/misc/RESTORAHEALTHCARE_106_11_termloan.pdf

             About Restora Healthcare Holdings, LLC,

Restora Healthcare Holdings, LLC, and two of its affiliates filed
separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos.
14-10367 to 14-10369) on Feb. 24, 2014.  Rust Consulting/Omni
Bankruptcy as their claims and noticing agent.  The petitions were
signed by George W. Dunaway as chief financial officer.  Restora
Healthcare estimated assets and debts of at least $10 million.
DLA Piper LLP (US) serves as the Debtors' counsel.

The Debtors tapped George D. Pillari, a managing director of
Alvarez & Marsal Healthcare Industry Group, LLC, as chief
restructuring officer.

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


RESTORA HEALTH: U.S. Trustee Appoints Five-Member Creditors Panel
-----------------------------------------------------------------
Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five
creditors to the Official Committee of Unsecured Creditors in the
Chapter 11 cases of Restora Healthcare Holdings, LLC.

The Committee is comprised of:

      1. Hearthstone Hospital
         - Sun City LLC doing business as Trillium Specialty
           Hospital
         - West Valley, Hearthstone Hospital
         - Mesa LLC d/b/a Trillium Specialty Hospital
         - East Valley, Unispec Facilities Management, LLC
         Attn: Glenn de Souza
         4440 N. Civic Center Plaza
         Scottsdale, AZ 85251
         Tel: (480) 945-7711
         Fax: (480) 240-1310

      2. Medline Industries, Inc.
         Attn: Shane Reed
         1 Medline Place
         Mundelein, IL 60060
         Tel: (847) 643-4103
         Fax: (866) 914-2729

      3. Apheresis Care Group, Inc.
         d/b/a Phoenix Metro Inpatient Services, an affiliate of
         Fresenius Medical Care Holdings, Inc. d/b/a Fresenius
         Medical Care North America
         Attn: Justin Sergio
         920 Winter Street
         Waltham, MA 02451-1457
         Tel: (781) 699-9245
         Fax: (781) 372-9676

      4. Concentric Healthcare
         Attn: Kyle Silk
         4250 N. Drinkwater Blvd., Suite 165
         Scottsdale, AZ 85395
         Tel: (480) 444-7772
         Fax: (480) 444-7799

      5. Pulmonary Consultants P.C.
         Attn: Andrew Sulit
         6750 E. Baywood Ave., Suite 401
         Mesa, AZ 85206
         Tel: (480) 835-7111
         Fax: (480) 218-5706

             About Restora Healthcare Holdings, LLC,

Restora Healthcare Holdings, LLC, and two of its affiliates filed
separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos.
14-10367 to 14-10369) on Feb. 24, 2014.  Rust Consulting/Omni
Bankruptcy as their claims and noticing agent.  The petitions were
signed by George W. Dunaway as chief financial officer.  Restora
Healthcare estimated assets and debts of at least $10 million.
DLA Piper LLP (US) serves as the Debtors' counsel.

The Debtors tapped George D. Pillari, a managing director of
Alvarez & Marsal Healthcare Industry Group, LLC, as chief
restructuring officer.


RIVER-BLUFF ENTERPRISES: Files for Chapter 11
---------------------------------------------
River-Bluff Enterprises, Inc., filed a Chapter 11 bankruptcy
petition (Bankr. E.D. Wash. Case No. 14-00843) on March 11, 2014.

According to the docket, creditors are required to submit proofs
of claim by July 9, 2014.  Governmental entities are required to
submit claims by Sept. 8, 2014.

The Ellensburg, Washington-based company estimated $10 million to
$50 million in assets and liabilities.

The schedules of assets and liabilities and the statement of
financial affairs are due March 25, 2014.

There's a meeting of creditors under 11 U.S.C. Sec. 341(a) on
April 10, 2014.

Metiner G Kimel, Esq., at Kimel Law Offices, in Yakima,
Washington, serves as counsel.

This is River-Bluff's second bankruptcy filing in less than two
years.  The company previously sought bankruptcy protection
(Bankr. E.D. Cal. Case No. 12-92017) in Modesto, California, in
July 2012.  The case was dismissed in 2013.


ROBINSON MEMORIAL: Moody's Confirms B3 Bond Rating; Outlook Neg.
----------------------------------------------------------------
Moody's Investors Service has confirmed Robinson Memorial
Hospital's (RMH) B3 bond rating, affecting $2.96 million of Series
2005 variable rate demand bonds issued by the County of Portage,
Ohio. This action concludes the review for downgrade, initiated on
December 20, 2013. The outlook is negative. The rating
confirmation and avoidance of a downgrade is based on the
hospital's adequate cash level to meet near-term liquidity needs,
ability to secure forbearance agreements with banks, and execution
of a letter of intent with Cleveland-based University Hospitals
Health System (UHHS).

Summary Rating Rationale

The B3 and negative outlook reflect high liquidity risks related
to debt acceleration and very thin headroom under amended rate and
liquidity covenants in bank forbearance agreements, significant
volume declines, and continued operating losses which could drive
further cash declines. Nevertheless, a downgrade is precluded at
this time based on the hospital's adequate cash relative to
liquidity needs over the next year and progress on executing a
letter of intent with UHHS. In addition, RMH is already signing
contracts with UHHS to provide support services which should
reduce operating costs.

The forbearance agreements, which expire May 31, 2014, are
contingent on RMH successfully signing a definitive agreement with
a large health system partner over the near term and meeting
revised covenants. Failure to meet these requirements increases
the risk of a payment default or bankruptcy filing and would
result in a rating downgrade.

Challenges

-- RMH faces debt acceleration risk related very thin headroom
under new financial covenants. Short-term forbearance agreements
were signed with KeyBank and JPMorgan Chase Bank, expiring on May
31, 2014.

-- The operating loss in FY 2013 increased to a material $11.4
million and operating cash flow declined to a low $4.6 million (-
8.3% operating margin and 3.4% operating cash flow margin). The
steep year-over-year decline in performance has been attributed to
physician and volume losses due to increased competition from the
large Cleveland-based health systems, reduction in productivity
and one-time expenses related to EMR/CPOE installation and the
industry shift from inpatient admissions to lower reimbursement
outpatient observation stays.

-- Inpatient and outpatient volumes have dropped substantially
with admissions down by 16.2% and total surgeries down by 4.2% in
FY 2013. Total revenues declined by 5.0% following a 3.5% decline
in FY 2012.

-- RMH's small size is a significant disadvantage in an
increasingly competitive market. Cleveland Clinic Health System
(Aa2 stable) and University Hospitals Health System (A2 stable)
have both built large outpatient facilities 15 miles north of RMH
and are aggressively acquiring physicians.

-- The service area demographics are weak with flat to modest
population growth, low median income levels, and growth in
uncompensated care.

Strengths

-- Relative to the current B3 rating category, RMH maintains
adequate liquidity (97 days cash on hand as of January 31, 2014),
which provides some cushion and capacity to continue to make debt
service payments over the medium term. Moody's note absent
acceleration, the unrestricted liquidity of $36.5 million is
adequate for the expected upcoming redemption of the Series 2005
bonds ($3.0 million) on August 1, 2014.

-- Effective January 1, 2014, RMH was granted approval from the
Internal Revenue Service to convert from a county-owned facility
to a private 501c3 hospital, allowing the hospital to seek a
larger health system partner. On January 15, 2014, RMH signed a
letter of intent with UHHS to assume ownership of RMH and all of
its debt obligations. The due diligence is currently underway and
a definitive agreement is expected to be signed by May 31, 2014.

-- Despite weak operating performance, management has been able
to reduce and keep operating expenses flat over the past four
years. Expenses were down by 2.8% in FY 2013 and 1.4% in FY 2012.

-- RMH has no large capital spending and no new money debt
planned.

What Could Make The Rating Go Up

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

What Could Make The Rating Go Down

A downgrade will occur if debt is accelerated related to covenant
violations, the hospital fails to meet the requirements to
maintain forbearance agreements, or RMH fails to sign a definitive
agreement with UHHS. In addition, a downgrade could follow
continued deterioration of operating measures and liquidity to
levels that would increase the risk of payment default or
bankruptcy filing and suggest lower bondholder recovery.

Rating Methodology

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


SAMSHI HOMES: Wells Fargo May Proceed With State Court Litigation
-----------------------------------------------------------------
In the Chapter 11 case of Samshi Homes, LLC, Bankruptcy Judge
Letitia Z. Paul in Houston, Texas, granted the "Motion of Wells
Fargo Bank, NA Successor by Merger to Wells Fargo Bank Southwest,
NA f/k/a Wachovia Mortgage FSB f/k/a World Savings Bank, FSB its
Assigns And/or Successors in Interest To Terminate the Automatic
Stay of 11 U.S.C. [Sec.] 362 (a)" so the bank may continue
litigation pending in state court.

During 2008, the Debtor's principal, Vinay Karna, entered into a
lease of a home located at 4027 Tuscan Shores Drive, Missouri
City, Texas, from Thao Phuong Thi Dinh.  Karna testified that he
maintains an office for the Debtor in the home.  The Debtor is not
a party to the lease.

On Jan. 3, 2012, Wells Fargo conducted a foreclosure sale of
Dinh's interest in the property.  Wells Fargo was the purchaser at
the foreclosure sale.

On Feb. 28, 2013, Wells Fargo filed a forcible detainer action in
the Justice of the Peace Court, Precinct No. 2, Place 1, of Fort
Bend County, Texas.  On March 20, 2013, the JP Court entered an
Agreed Judgment awarding possession of the Property to Karna and
his wife, Mridula Karna.  Wells Fargo appealed the judgment of the
JP Court.  The appeal remains pending, in the County Court at Law
No. 2 of Fort Bend County, Texas.

The Debtor opposed Wells Fargo's request for stay relief, arguing
that the Protecting Tenants in Foreclosure Act precludes the
relief sought by Wells Fargo in the state court, and that the
foreclosure of Dinh's interest in the property was wrongful.  The
Debtor made no offer of adequate protection of Wells Fargo's
interest in the property.

"There has been no showing of particular hardship to Wells Fargo
or to Debtor in allowing the litigation to proceed. The state
court is best situated to resolve the merits of the underlying
appeal. The court concludes, based on the totality of
circumstances, that the stay should be lifted, for cause," Judge
Paul said.

A copy of Judge Paul's March 11, 2014 Memorandum Opinion is
available at http://is.gd/87BOu1from Leagle.com.

Samshi Homes, LLC filed for Chapter 11 bankruptcy (Bankr. S.D.
Tex. Case No. 13-37608) on Dec. 6, 2013, listing under $1 million
in both assets and debts.  A copy of the petition is available at
http://bankrupt.com/misc/txsb13-37608.pdf Jack Nicholas Fuerst,
Esq., serves as the Debtor's counsel.


SAN BERNARDINO, CA: 9th Circ. Takes Up CalPERS Appeal
-----------------------------------------------------
Law360 reported that Ninth Circuit has ruled that it would hear a
California pension system's appeal over the city of San
Bernardino's being allowed to move forward with its bankruptcy
case, ruling that the appeal will be heard in August.

According to the report, Ninth Circuit Judges Edward Leavy and A.
Wallace Tashima issued the order, granting both CalPERS' petition
for permission to appeal and its request to expedite the hearing.

The California Public Employees Retirement System, or CalPERS,
must submit its opening brief by April 18, the report said.

                  About San Bernardino, Calif.

San Bernardino, California, filed an emergency petition for
municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code
(Bankr. C.D. Cal. Case No. 12-28006) on Aug. 1, 2012.  San
Bernardino, a city of about 210,000 residents roughly 65 miles
(104 km) east of Los Angeles, estimated assets and debts of more
than $1 billion in the bare-bones bankruptcy petition.

The city council voted on July 10, 2012, to file for bankruptcy.
The move lets San Bernardino bypass state-required mediation with
creditors and proceed directly to U.S. Bankruptcy Court.

The city is represented that Paul R. Glassman, Esq., at Stradling
Yocca Carlson & Rauth.

San Bernardino joined two other California cities in bankruptcy:
Stockton, an agricultural center of 292,000 east of San Francisco,
and Mammoth Lakes, a mountain resort town of 8,200 south of
Yosemite National Park.

The City was granted Chapter 9 protection on Aug. 28, 2013.


SARKIS INVESTMENTS: Plan Solicitation Exclusivity Expires April 30
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
on March 6, 2014, extended Sarkis Investments Company LLC's
exclusive periods to file a plan of reorganization until Feb. 28,
and to solicit acceptances for the plan until April 30.

Sarkis Investments Company, LLC, filed a Chapter 11 petition
(Bankr. C.D. Cal. Case No. 13-29180) on July 29, 2013.  Sarkis
owns and leases several parcels of commercial real property in
Ontario, California: 3550 Porsche Way; 3640 Porsche Way; 3660
Porsche Way; 3700 Inland Empire Blvd; and 3760 Inland Empire Blvd.

Judge Robert Kwan presides over the case.  Pamela Muir signed the
petition as manager.  The Debtor estimated assets and debts of at
least $10 million.  Ashley M. McDow, Esq., at Baker & Hostetler,
LLP, serves as the Debtor's counsel.

Patrick Galentine was appointed by a state court as receiver for
the Debtor's assets.  The receiver is represented by Reed Waddell,
Esq., at Frandzel Robins Bloom & Csato, LC.

MSCI 2007-IQ13 Ontario Retail Limited Partnership, which initiated
the receivership proceedings against Sarkis in state court, is
represented by Ron Oliner, Esq., at Duane Morris LLP.

According the Amended Disclosure Statement filed on March 5, 2014,
the Debtors seeks to accomplish payments under the plan by paying
creditors on account of their allowed claims in full over time
from cash flows generated from future operations or the proceeds
from the sale of the Company or the properties.


SARKIS INVESTMENTS: April 9 Hearing on Adequacy of Plan Outline
---------------------------------------------------------------
The Hon. Robert N. Kwan of the U.S. Bankruptcy Court for the
Central District of California will convene a hearing on April 9,
2014, at 11:00 a.m., to consider adequacy of information in the
amended disclosure statement explaining Sarkis Investments
Company, LLC's chapter 11 plan.

According to the amended disclosure statement dated March 5, 2014,
the Plan is a reorganization plan and seeks to vest all assets of
the Debtors in the Reorganized Debtor.  The Debtors seeks to
accomplish payments under the plan by paying creditors on account
of their allowed claims in full over time from cash flows
generated from future operations or the proceeds from the sale of
the Company or the properties.

A copy of the amended disclosure statement is available for free
at

   http://bankrupt.com/misc/SARKISINVESTMENTS_159_153_debtor_amendedds.pdf

              About Sarkis Investments Company, LLC

Sarkis Investments Company, LLC, filed a Chapter 11 petition
(Bankr. C.D. Cal. Case No. 13-29180) on July 29, 2013.  Sarkis
owns and leases several parcels of commercial real property in
Ontario, California: 3550 Porsche Way; 3640 Porsche Way; 3660
Porsche Way; 3700 Inland Empire Blvd; and 3760 Inland Empire Blvd.

Judge Robert Kwan presides over the case.  Pamela Muir signed the
petition as manager.  The Debtor estimated assets and debts of at
least $10 million.  Ashley M. McDow, Esq., at Baker & Hostetler,
LLP, serves as the Debtor's counsel.

Patrick Galentine was appointed by a state court as receiver for
the Debtor's assets.  The receiver is represented by Reed Waddell,
Esq., at Frandzel Robins Bloom & Csato, LC.

MSCI 2007-IQ13 Ontario Retail Limited Partnership, which initiated
the receivership proceedings against Sarkis in state court, is
represented by Ron Oliner, Esq., at Duane Morris LLP.

According the the Amended Disclosure Statement filed on March 5,
2014, the Debtors seeks to accomplish payments under the plan by
paying creditors on account of their allowed claims in full over
time from cash flows generated from future operations or the
proceeds from the sale of the Company or the properties.


SBARRO LLC: S&P Withdraws 'D' Corporate Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'D' corporate
credit rating on Mellville, N.Y.-based pizza chain Sbarro LLC.  At
the same time, S&P withdrew its 'D' issue-level ratings on the
company's $62.3 million first-out term loan and $75 million
second-out term loan.

Sbarro continues to operate under Chapter 11 bankruptcy
protection.


SBMC HEALTHCARE: Disputes Marty McVey's Case Conversion Bid
-----------------------------------------------------------
SBMC Healthcare, LLC, and Marilee A. Madan, P.C. and Johnson
DeLuca Kurisky & Gould, P.C., as counsel and special counsel, on
March 9, 2014, ask the U.S. Bankruptcy Court for the Southern
District of Texas to strike creditor Marty McVey's amended motion
(1) to convert the Debtor's case to one under Chapter 7; (2) to
delay ruling on pending fee applications; and (3) for order
requiring trustee to account for all post-confirmation financial
transactions.

SBMC et al. said that Mr. McVey's amended motion must be dismissed
on the basis that it was filed in bad faith given that Mr. McVey
has failed to disclose material facts to the Court.

On April 4, 2013, the U.S. Bankruptcy Court for the Southern
District of Texas confirmed the Joint Amended Plan of Liquidation
of the Official Committee of Unsecured Creditors and the Debtor
dated March 25 2013.  The Effective Date of the Joint Plan
occurred on April 10, 2013.

As reported in the Troubled Company Reporter on Aug. 7, 2013,
according to Mr. McVey, the Court should set a preliminary hearing
on the motion and order the Liquidating Trustee to account fully
for the financial activities of the Liquidating Trust from and
after the occurrence of Plan confirmation, including the
production of all bank account information.

                      About SBMC Healthcare

Houston, Texas-based SBMC Healthcare, LLC, is 100% owned by McVey
& Co. Investments LLC.  It filed a Chapter 11 petition (Bankr.
S.D. Tex. Case No. 12-33299) on April 30, 2012.  The petition was
signed by the president of McVey & Co. Investments LLC, sole
manager.  The Debtor disclosed $40,149,593 in assets and
$13,108,268 in liabilities as of the Chapter 11 filing.  Marilee
A. Madan, P.C. in Houston, Texas, is the Debtor's general
bankruptcy counsel.  Millard A. Johnson, Esq., and Sara Mya Keith,
Esq., at Johnson DeLuca, Kurisky & Gould, P.C., in Houston, serve
as the Debtor's special bankruptcy counsel.  Judge Jeff Bohm
presides over the case.

The Official Committee of Unsecured Creditors is represented by
Hall Attorneys, P.C.  The Committee retained BMC Group, Inc., to
assist with the compilation, administration, evaluation, and
production of documents and information necessary to support the
Committee's duties.


SBMC HEALTHCARE: Leonard Simon Wants Out as Marty McVey's Counsel
-----------------------------------------------------------------
Leonard H. Simon, Esq., asks the U.S. Bankruptcy Court for the
Southern District of Texas, for permission to withdraw as counsel
for Marty McVey.

According to Mr. Simon, Mr. McVey has refused to follow the advice
of his counsel to dismiss the motion seeking to convert the case
of SBMC Healthcare LLC to one under Chapter 7 of the Bankruptcy
Code, not because it lacks merit, but for other reasons that are
probably obvious to the Court and are of paramount concern, but
cannot be discussed due to the attorney client privilege.  Mr.
McVey also has exhausted his resources and is no longer capable of
paying fees and expenses of the counsel.

                      About SBMC Healthcare

Houston, Texas-based SBMC Healthcare, LLC, is 100% owned by McVey
& Co. Investments LLC.  It filed a Chapter 11 petition (Bankr.
S.D. Tex. Case No. 12-33299) on April 30, 2012.  The petition was
signed by the president of McVey & Co. Investments LLC, sole
manager.  The Debtor disclosed $40,149,593 in assets and
$13,108,268 in liabilities as of the Chapter 11 filing.  Marilee
A. Madan, P.C. in Houston, Texas, is the Debtor's general
bankruptcy counsel.  Millard A. Johnson, Esq., and Sara Mya Keith,
Esq., at Johnson DeLuca, Kurisky & Gould, P.C., in Houston, serve
as the Debtor's special bankruptcy counsel.  Judge Jeff Bohm
presides over the case.

The Official Committee of Unsecured Creditors is represented by
Hall Attorneys, P.C.  The Committee retained BMC Group, Inc., to
assist with the compilation, administration, evaluation, and
production of documents and information necessary to support the
Committee's duties.


SCOOTER STORE: Can File Chapter 11 Plan Until May 10
----------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware extended the exclusive periods of The Scooter
Store Holdings, Inc., and its debtor-affiliates to file a Chapter
11 plan or plans and solicit acceptances of that plan, through and
including May 10, 2014, and July 8, 2014, respectively.

As reported in the Troubled Company Reporter on Feb. 12, 2014,
the Debtors said in a court filing dated Feb. 4 that since the
Petition Date, the Debtors have spent considerably all of their
time winding down their affairs and liquidating their assets.  In
addition, significant time has been spent attending to the normal
demands placed upon a Chapter 11 debtor, and working towards
resolving complex issues with interested parties.

The Debtors stated in their Feb. 4 court filing that "after their
efforts to consummate a going-concern sale failed, the Debtors
have consummated numerous sales, enabling the disposition of their
remaining inventory, FF&E, and certain intangible assets.  In
addition, the Debtors entered into a stipulation with the DOJ --
which was approved by the Court -- that resolved all of the issues
between the parties.  The wind down and asset liquidation
processes are nearing their completion, and the Debtors believe
that it is in the best interests of all parties that the Exclusive
Periods be extended until after such time as these processes are
complete, so that the Debtors are able to make a fully informed
decision about the best manner in which to wrap up these chapter
11 cases."

                     About The Scooter Store

The Scooter Store is a supplier of power mobility solutions,
including power wheelchairs, scooters, lifts, ramps, and
accessories.  The Scooter Store's products and services provide
today's seniors and disabled persons potential alternatives to
living in nursing homes or other care facilities.  Headquartered
in New Braunfels, Texas, the Scooter Store has a nationwide
network of distribution centers that service products owned or
leased by the Company's customers.  It has 57 distribution
centers in 41 states.

Scooter Store Holdings Inc., and 71 affiliates filed for
Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10904) in
Wilmington.  The closely held company listed assets of less than
$10 million and debt of more than $50 million.

Affiliates of private equity firm Sun Capital Partners, based in
Boca Raton, Florida, purchased a majority voting interest in the
debtors in 2011.  Scooter Store is 66.8 percent owned by Sun
Capital Partners Inc., owed $40 million on a third lien.  In
addition to Sun's debt and $25 million on a second lien owing to
Crystal Financial LLC, there is a $25 million first-lien revolving
credit owing to CIT Healthcare LLC as agent.  Crystal is providing
$10 million in financing for bankruptcy.


SENTINEL MANAGEMENT: Bloom Claims He Was Early Victim of Collapse
-----------------------------------------------------------------
Andrew Harris, writing for Bloomberg News, reported that Eric A.
Bloom, who presided over Sentinel Management Group Inc.'s collapse
seven years ago, has watched as the U.S. economy faltered then
rebounded, awaiting judgment on whether he was a victim of the
crisis, or one of its causes.

According to the report, the former chief executive officer of the
suburban Chicago investment firm may soon get his answer as he
trial in federal court for his role in what prosecutors claim was
a $500 million fraud with more than 70 victims. While prosecutors
say it was one of the largest frauds in the city's history, Bloom
contends the implosion was the fault of market forces beyond his
control,

"He acted in good faith," defense attorney Theodore Poulos said of
his client in an e-mail on Feb. 21, the report related.  "He
certainly did not intend to defraud anyone."

Sentinel's downfall was among the first of a swarm as the worst
financial crisis since the Great Depression took hold, the report
related.  The firm's failure and the ensuing indictments of Bloom
and Charles K. Mosley, who'd been Sentinel's chief trader, spanned
the bankruptcy of Lehman Brothers Holdings Inc., the prosecutions
of Bernard Madoff and Allen Stanford, the failures of MF Global
Holdings Inc. and the indictment of Peregrine Financial Group Inc.
founder Russell Wasendorf Sr.

As a futures commission merchant, Northbrook, Illinois-based
Sentinel managed short-term investments for commodity pools, hedge
funds, a pension fund and other customers, prosecutors said in
announcing the charges in 2012, the report further related.

                     About Sentinel Management

Based in Northbrook, Illinois, Sentinel Management Group Inc. --
http://www.sentinelmgi.com/-- was a full service firm offering a
variety of security solutions.  The Company filed a voluntary
Chapter 11 petition (Bankr. N.D. Ill. Case No. 07-14987) on
Aug. 17, 2007.  Ronald Barliant, Esq., Randall Klein, Esq., and
Kathryn A. Pamenter, Esq., at Goldberg, Kohn, Bell & Black
Rosenbloom & Moritz, Ltd., represented the Debtor.  Lawyers at
Quinn, Emanuel Urquhart Oliver & Hedges, LLP, represented the
Official Committee of Unsecured Creditors.  When the Debtor sought
bankruptcy protection, it estimated assets and debts of more than
$100 million.

On Aug. 28, 2007, the Court approved Frederick Grede as the
Debtor's Chapter 11 Trustee.  Marc I. Fenton, Esq., at DLA Piper
US LLP, and Vincent E. Lazar, Esq, at Jenner & Block LLP,
represent the Chapter 11 Trustee.

The Court confirmed the Fourth Amended Chapter 11 Plan of
Liquidation for Sentinel on Dec. 15, 2008, which created a
Liquidation Trust.  The Plan became effective Dec. 17, 2008, and
Mr. Grede was appointed Liquidation Trustee.


SIMPLEXITY LLC: Case Summary & 25 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor-affiliates filing separate Chapter 11 bankruptcy petitions:

     Debtor                                    Case No.
     ------                                    --------
     Simplexity, LLC                           14-10569
        aka WireflyMobile
        aka Cellulardeals.com
        aka Wirefly
        aka Point.com
        aka INPC Acquisition Co., LLC
        aka Dish Network by VMC Satellite
        aka Simplexity
        aka Cell Stores
        aka IBOCS
        aka Great Alarms
        aka Wirefly Connect
        aka WC Satellite
        aka Wirefly Mobile Backup
        aka Dish Network by Wirefly Connect
        aka Cellularbuys.com
        aka Mobilepro.com
        aka Cellularchoices
        aka A1 Wireless
        aka Dish by VMC Satellite
        aka VMC Satellite
     10790 Parkridge Blvd., Suite 200
     Reston, VA 20191

     Simplexity Services, LLC                    14-10570
        aka Simplexity MVNO Services, LLC
     10790 Parkridge Blvd., Suite 200
     Reston, VA 20191

     Adeptio INPC Holdings, LLC                  14-10571
     2929 Arch Street, Suite 1800
     Philadelphia, PA 19104

Type of Business: Retail, Telecommunications/Cable

Chapter 11 Petition Date: March 16, 2014

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

Judge: Hon. Kevin Gross

Debtors' Counsel: Kenneth J. Enos, Esq.
                  Robert S. Brady, Esq.
                  YOUNG, CONAWAY, STARGATT & TAYLOR, LLP
                  Rodney Square
                  1000 North King Street
                  Wilmington, DE 19801
                  Tel: 302-571-6600
                  Email: bankfilings@ycst.com
                         rbrady@ycst.com

                                       Estimated    Estimated
                                        Assets        Debts
                                      -----------  ------------
Simplexity, LLC                       $10MM-$50MM  $50MM-$100MM

Simplexity Services, LLC             $10MM--$50MM  $50MM-$100MM

The petitions were signed by Frank C. Bennett III, chief
executive officer.

Consolidated List of Debtors' 25 Largest Unsecured Creditors:

   Entity                          Nature of Claim  Claim Amount
   ------                          ---------------  ------------
Sprint                               Trade           $7,084,991
135 S. LaSalle St.
Chicago, IL 60647
Tel: (888)876-8381 Ext. 1000

Brightstar US                        Trade           $5,885,002
PO Box 534204
Atlanta, GA 30353
Tel: (877)727-4448

Reliance Communications, LLC         Trade           $2,854,272
555 Wireless Blvd.
Hauppage, NY 11788
Tel: (631)952-4800 Ext. 0113

Verizon Wireless                     Trade           $1,198,497
PO Box 64498
Baltimore, MD 21264

VXI Global Holdings B.V.             Trade             $710,071
SM Cyber2 Buendia
Makati City, Philippines 1200
Tel: (028)992-2007 Ext. 1089

Expert Serv USA, LLC                 Trade             $560,239
39-40 30th St.
Long Island, NY 11101
Tel: (646)387-2463

Microsoft Licensing, GP              Trade             $373,248
6100 Neil Road
Reno, NV 89511

Equinix, Inc.                        Trade             $269,572
4252 Solutions Center
Chicago, IL 60677
Tel: (866)979-3749

Applied Information Sciences, Inc.   Trade             $256,928
c/o Wells Fargo Bank
Philadelphia, PA 19182

Mobile Device Protection             Trade             $254,187
Association, LLP
7251 W. Palmetto Park Rd.
Boca Raton, FL 33433
Tel: (800)654-5590 Ext. 0224

KPMG LLP                             Trade             $245,000

Google Inc.                          Trade             $196,431

TigerDirect, Inc.                    Trade             $184,648

Radio Shack                          Trade             $133,408

ID Analytics, Inc.                   Trade             $109,718

CDW Direct, LLC                      Trade             $102,352

Computer Enterprises, Inc.           Trade              $94,320

Clearpath Solutions Group            Trade             $158,947

Infinite Computer Solutions, Inc.    Trade              $73,696

Target Corporation                   Trade              $62,061

Yahoo Search Marketing               Trade              $58,761

Concentric Cloud Solutions/XO        Trade              $58,405
Communication

Staples, Inc.                        Trade              $58,210

5 Linx Enterprises                   Trade              $55,980

Sam's West, Inc.                     Trade              $55,438


SOBAREA RANCHES: Court Rules on Bid to Dismiss Suit v. Sobek et al
------------------------------------------------------------------
Bankruptcy Judge Arthur S. Weissbrodt granted, in part, and
denied, in part, the defendants' motion to dismiss the lawsuit,
SOBAREA RANCHES, LLC, and GARY E. HANSEN, Plaintiffs, v. SALLY
SOBEK, Executrix of the Estate of Dale W. Sobek, Deceased, SALLY
SOBEK, Individually, and 6000 S. Corporation, Defendants, Adv.
Proc. No. 13-05182-ASW (Bankr. N.D. Cal.).

Sobarea Ranches LLC filed a chapter 11 petition (Bankr. N.D. Cal.
Case No. 13-54819-ASW) on Sept. 11, 2013.  Judge Arthur S.
Weissbrodt presides over the case.  Charles B. Greene, Esq., at
the Law Offices of Charles B. Greene, serves as the Debtor's
counsel.  In its petition, Sobarea Ranches scheduled assets of
$5,860,600 and liabilities of $3,062,970.  A list of the Company's
eight largest unsecured creditors is available for free at
http://bankrupt.com/misc/canb13-54819.pdf The petition was signed
by Gary E. Hansen, managing member.

At the time of filing, the Debtor was a plaintiff in litigation in
Santa Clara County Superior Court.  The original complaint was
filed on May 10, 2012.  The Plaintiffs filed a First Amended
Complaint on July 9, 2013.  The FAC pleads six causes of action:
(1) breach of fiduciary duty and imposition of a trust; (2) breach
of contract; (3) accounting; (4) appointment of a receiver or
special master; (5) declaratory relief; (6) injunctive relief; and
(7) indemnity.

The Defendants filed a cross-complaint for dissolution of the
partnership.  The Debtor removed the State Court Action to the
Bankruptcy Court on Dec. 12, 2013.

The Defendants move for dismissal of the FAC under Fed. R. Civ. P.
12(b)(1) for lack of subject matter jurisdiction. Alternatively,
the Defendants move for dismissal of the third, fourth, sixth, and
seventh causes of action under Fed. R. Civ. P. 12(b)(6).

The Court issued a tentative decision on Feb. 26, 2014, and the
parties argued the motion on Feb. 27, 2014.

The Court on March 12, 2014, issued a Memorandum Decision
clarifying portions of the Court's tentative decision.  A copy of
the Memorandum Decision is available at http://is.gd/Yrw5fmfrom
Leagle.com.


SRKO FAMILY: To Sell Colorado Crossings; Taps Auctioneer
--------------------------------------------------------
SRKO Family Limited Partnership wants to engage an auctioneer to
provide for the potential sale of Colorado Crossings by public
auction as an alternative to the plan of reorganization. SRKO
mostly owns Colorado Crossing, a 153-acre mixed used development.
Transfer of certain vacant land titles in Colorado Crossings to
SRKO's estate is currently pending the Court's approval.

SRKO is still intent to simultaneously pursue a plan of
reorganization providing for the development of Colorado Crossings
over time and the distribution of development net proceeds to
creditors.

Lee M. Kutner, Esq., at Kutner Brinen Garber, P.C., in Denver,
Colorado, explains that by moving forward with an auction and a
plan of reorganization, SRKO will preserve two clear alternatives
for the conclusion of its bankruptcy case.

SRKO has selected, and seeks the Court's approval, to hire NRC
Realty & Capital Advisors LLC to market and auction Colorado
Crossings.

According to Mr. Kutner, NRC is experienced in selling real estate
from bankruptcy estates. Its previous clients include In re RPM
Financial, Inc., Diamond Quality Stores, LLC, Trailer Sales, Inc.,
and USA Travel Centers, LLC and In re S&A Restaurant Corp.

If hired, NRC will receive a commission of 2% if it procures a bid
that results in a sale approved by the Court. On top of the
commission is a $100,000 minimum fee, regardless of whether the
auction results in a successful bid and sale approved by the
Courts. The Debtor and NRC also agree to a marketing budget of
$98,910 to be used for media advertising and setup of a website,
among other things.

Mr. Kutner relates that SRKO and NRC have drafted a sales
procedure that will facilitate the proposed sale. The Sale
Procedures provide that any bid for the Property is subject to
final approval by the Court.

Once the auction is approved by the Court, SRKO and NRC will set
the auction date. A separate motion will be filed to approve the
bid or bids that SRKO has determined are the best and final offers
of the property.

                   About The SRKO Family LP

The SRKO Family Limited Partnership, dba Colorado Crossing, is
based in Colorado Springs, Colorado.  SRKO Family is the owner of
the financially troubled Colorado Crossing project.  The Company
was run by Colorado Springs developer Jannie Richardson.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Colo. Case No. 10-13186) on Feb. 19, 2010.  The Debtor disclosed
$34,421,448 in assets and $80,619,854 in liabilities as of the
Petition Date.  Lee M. Kutner at Kutner Miller Brinen, P.C.
represents the Debtor.

On March 11, 2011, the Bankruptcy Court entered an order approving
a stipulation pursuant to which the Chapter 11 trustee in the
affiliated Richardson Chapter 11 case (Case No. 10-16450) was
named as the manager of the Debtor's general partner.  Craig A.
Christensen, Esq., at Lindquist & Vennum LLP, represents C. Randel
Lewis, the Chapter 11 trustee of the Jannie Richardson bankruptcy
estate.


ST. FRANCIS' HOSPITAL: Teitelbaum to Work as Co-Counsel
-------------------------------------------------------
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.

T&B will have responsibility for rendering to the Debtors
professional services delegated to them by the Debtors and Nixon
Peabody, specifically with respect to such matters in which Nixon
Peabody has a conflict or potential conflict of interest with
creditors or other interested parties and for such other matters
that the Debtors, Nixon Peabody and T&B believe to be in the best
interest of estate resources.

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

The firm's rates are:

   Professional           Rates
   ------------           -----
   Partners           $350/hr
   Associates         $210 to $285/hr
   Legal Assistant    $115 to $135/hr

The Executive Office of the U.S. Trustee recently adopted new
guidelines for reviewing applications for compensations and
reimbursement of expenses filed under 11 U.S.C. Section 330 by
Attorneys in Larger Chapter 11 Cases.  By their term, "apply to
the USTP's review of applications for compensation filed by
attorneys in larger chapter 11 cases," and are intended as an
update to the original guidelines adopted by the EOUST in 1996.

The Debtors and T&B intend to make a reasonable effort to comply
with the U.S. Trustee's request for information and additional
disclosures, both in connection with this application and the
interim and final fee application to be filed by T&B in the course
of its engagement.  It is the Debtor's and T&B's intention to work
cooperatively with the U.S Trustee program to address the concerns
that prompted the EOUST to adopt the guidelines; however, in doing
so, the Debtors and T&B reserve all rights as the relevance and
substantive legal effect of the guidelines in respect of may
application for employment or compensation in these cases that
falls within the ambit of the Guidelines.

The firm may be reached at:

         Jay Teitelbaum, Esq.
         1 Barker Avenue, Third Floor
         White Plains, NY 10601
         Tel: (914) 437-7670
         E-mail: jteitelbaum@tblawllp.com

                   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.


STANFORD GROUP: Proskauer, Chadbourne Face Billions In Damages
--------------------------------------------------------------
Law360 reported that the liability headache has only just begun
for Proskauer Rose LLP and Chadbourne & Parke LLP, which now face
potentially billions of dollars in damages after the Supreme Court
ruled that victims of Robert Allen Stanford's Ponzi scheme can sue
the law firms over their alleged role in the scheme.

As previously reported by The Troubled Company Reporter, the
Supreme Court court, in a 7-2 ruling written by Justice Stephen
Breyer, said the victims' class-action lawsuits were allowed even
though a 1998 federal law largely prohibits state-law class-action
claims for securities fraud. The ruling gives Stanford victims a
chance to recover more of their losses.  But it likely doesn't
open the floodgates for a wave of securities litigation since the
holding is limited to products sometimes sold in Ponzi schemes
that aren't considered securities.

The court in a 19-page opinion underscored it wasn't making
changes to the federal law, the report related.  Instead, it said
the law's text leaves room for investors to take legal action when
they are deceived with bogus private offerings like Mr.
Stanford's. The ruling "will permit victims of this (and similar)
frauds to recover damages under state law," Justice Breyer wrote.

The victims brought claims against law firms Proskauer Rose and
Chadbourne & Parke, alleging the firms helped Mr. Stanford's
Antigua-based bank evade regulatory oversight.

                       About Stanford Group

The Stanford Financial Group was a privately held international
group of financial services companies controlled by Allen
Stanford, until it was seized by United States (U.S.) authorities
in early 2009.

Domiciled in Antigua, Stanford International Bank Limited --
http://www.stanfordinternationalbank.com/-- is a member of
Stanford Private Wealth Management, a global financial services
network with US$51 billion in deposits and assets under
management or advisement.  Stanford Private Wealth Management
served more than 70,000 clients in 140 countries.

On Feb. 16, 2009, the United States District Court for the
Northern District of Texas, Dallas Division, signed an order
appointing Ralph Janvey as receiver for all the assets and
records of Stanford International Bank, Ltd., Stanford Group
Company, Stanford Capital Management, LLC, Robert Allen Stanford,
James M. Davis and Laura Pendergest-Holt and of all entities they
own or control.  The February 16 order, as amended March 12,
2009, directs the Receiver to, among other things, take control
and possession of and to operate the Receivership Estate, and to
perform all acts necessary to conserve, hold, manage and preserve
the value of the Receivership Estate.

The case in district court was Securities and Exchange Commission
v. Securities Investor Protection Corp., 11-mc-00678, U.S.
District Court, District of Columbia (Washington).

The U.S. Securities and Exchange Commission, on Feb. 17, charged
before the U.S. District Court in Dallas, Texas, Mr. Stanford and
three of his companies for orchestrating a fraudulent, multi-
billion dollar investment scheme centering on an US$8 billion
Certificate of Deposit program.

A criminal case was pursued against him in June before the U.S.
District Court in Houston, Texas.  Mr. Stanford pleaded not
guilty to 21 charges of multi-billion dollar fraud, money-
laundering and obstruction of justice.  Assistant Attorney
General Lanny Breuer, as cited by Agence France-Presse News, said
in a 57-page indictment that Mr. Stanford could face up to 250
years in prison if convicted on all charges.  Mr. Stanford
surrendered to U.S. authorities after a warrant was issued for
his arrest on the criminal charges.


SUREFIRE INDUSTRIES: Foreclosure Auction Set for April 1
--------------------------------------------------------
Pursuant to the applicable provisions of Chapter 9 of the Texas
Business and Commerce Code, VPC Fund II, L.P., a Delaware limited
partnership, and VPC Intermediate Fund II (Cayman), LP, a Cayman
Islands exempted limited partnership, located at c/o Victory Park
Capital, 227 W. Monroe, Suite 3900, Chicago, Illinois 60606, will
sell at Public Sale to the highest qualified bidder the collateral
of Surefire Industries USA, LLC, a Texas limited liability
company.

The Public Sale will take place April 1, 2014, at 1:00 p.m.,
Houston, Texas-time, at the Debtor's principal office located at
1400 Brittmoore Road, Houston, Texas 77043.

VPC will sell the collateral securing its loan: (a) all goods,
tools, machinery, furnishings, furniture and other equipment of
the Debtor; and (b) all accounts, deposit accounts, chattel paper
(whether electronic or tangible), instruments, promissory notes,
documents, general intangibles, payment intangibles, software,
letter of credit rights, health-care insurance receivables and
other rights to payment.

Surefire Industries USA, LLC is a manufacturer and supplier of
equipment for onshore and offshore hydraulic fracturing, coiled
tubing, cementing, nitrogen and fluid pumping services.

VPC reserves the right to exclude any portion of the Collateral
from the Public Sale.  All bids must be made orally at the time of
the Public Sale.  VPC reserves the right to waive or vary any term
or condition of the Public Sale, and to adjourn the sale to a
future date by giving notice thereof at the sale without the
necessity of prior or subsequent notice or published notice.  It
may announce additional or amended terms and conditions of sale at
any time prior to or at the Public Sale or any adjournment
thereof.  VPC will have the right to adjourn the Public Sale
before or after commencement of bidding.

THE COLLATERAL WILL BE SOLD WITH ALL FAULTS, AS-IS, WITHOUT
RECOURSE AGAINST SECURED PARTY, AND WITH NO EXPRESS OR IMPLIED
REPRESENTATIONS OR WARRANTIES WITH RESPECT TO TITLE, USE,
CONDITION, FITNESS, FITNESS OF PURPOSE, MERCHANTABILITY,
MARKETABILITY OR OTHERWISE. The Collateral will be sold subject to
any applicable federal tax liens, leases, prior security interests
and liens, and any prior encumbrances or charges.

VPC reserves the right to bid for and purchase the Collateral and
to credit the purchase price against the expenses of the sale and
the indebtedness secured by the security interests in the
Collateral.  Payment terms are cash, cashier's check or bank wire
only (United States dollars in immediately available funds) made
available to VPC by 2:45 p.m., Houston, Texas-time, on the date of
the Public Sale.

The Public Sale is subject to cancellation and/or postponement;
contact Secured Party, as provided below, prior to attendance.
Inquiries should be directed to VPC's counsel:

     Sarah Kittleman, Esq.
     ANDREWS KURTH LLP
     600 Travis Street, Suite 4200
     Houston, TX 77002
     Telephone: 713-220-4559
     E-mail: sarahkittleman@andrewskurth.com


TLC HEALTH: Can Employ Howard P. Schultz as Appraiser
-----------------------------------------------------
TLC Health Network sought and obtained permission from the U.S.
Bankruptcy Court to employ Howard P. Schultz & Associates, LLC as
appraiser.

Howard P. Schultz, MAI, attests that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

The Debtor said its retention of Schutlz is vital as there has
been no recent valuation of the Debtor's real estate.  The
Debtor's secured creditors have requested an appraisal and a
valuation of the Debtor's real estate will be critical in the
Debtor's analysis of sale transactions are being pursued.

Schultz has proposed a fee of $13,500, plus reimbursement of
expenses, for the preparation and delivery of an appraisal report
of the Debtor's real estate.  Schultz has requested payment of
$5,000 in advance and the balance of the fee, together with
reimbursement of any expenses, upon delivery of the appraisal
report.  Conference time and providing testimony in Court would be
charged at $200 per hour.

Schultz's current rate is $200 per hour.

                        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.  Damon & Morey LLP is the Debtor's
Special Health Care Law and Corporate Counsel.  The Bonadio Group
is the Debtor's accountants.

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.  Bond,
Schoeneck & King, PLLC is the counsel to the Committee.

Gleichenhaus, Marchese & Weishaar, PC is the general counsel for
Linda Scharf, the Patient Care Ombudsman of TLC Health.


TLC HEALTH: Panel Objects to Hodgson Russ Hiring as Labor Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of TLC Health
Network filed a Limited Objection to the Debtor's application to
employ Hodgson Russ LLP, as special counsel to the Debtor for
labor and health law matters.

The Committee objects to the relief sought in the Application
solely to the extent that the proposed order approving the
Debtor's retention of Hodgson fails to limit the scope of
Hodgson's representation and require the establishment of
appropriate safeguards in order to guard against potential
conflicts of interest and to protect the Debtor's confidential
client information.

Hodgson currently represents both Lake Erie Regional Health System
of New York and Brooks Memorial Hospital in the Debtor's Chapter
11 Case.  LERHSNY is the Debtor's corporate parent and Brooks is a
sister company to the Debtor which operates a competitive
business, is allegedly the holder of a prepetition secured claim
for more than $2,000,000, and has provided approximately $700,000
in post-petition financing to the Debtor.

The Committee submits that, while the interests of LERHSNY, Brooks
and the Debtor may be aligned with respect to some of the Labor
and Health Matters for which retention is sought, the Debtor may
have, and at least with respect to Brooks, does have, actively
conflicting interests with respect to issues regarding the
continued viability of the Debtor's healthcare facilities and the
conduct and resolution of this Chapter 11 Case.  Indeed, as a
competitor, Brooks would stand to gain from any closure of the
Debtor's healthcare facilities.

The Committee said Hodgson should only be allowed to represent the
Debtor with respect to matters which are unrelated to the closure
or potential closure of the Debtor's healthcare facilities or to
this Chapter 11 Case and that appropriate procedures must be
implemented to ensure that the Debtor's client confidences and
interests are protected at all times.

William K. Harrington, United States Trustee for Region 2,
requests that the Court deny the Debtor's Application, or grant it
only on an interim basis pending further disclosure, and grant
such other relief as is just and proper, including directing that
appropriate protections be put in place if the representation is
allowed.  The Application does not address what protections are to
be made by Hodgson in conducting the proposed dual representation
in this case.  If any special procedures are in place, such as a
"Chinese Wall", the Application should specifically identify and
explain.   Further, if no such protections are in place, then if
the Court approves the proposed representation, it should be
subject to such protections being put in place.

The UST also said more disclosure is needed as to certain tasks to
be performed by Hodgson.  Retention under section 327(e) prohibits
Hodgson from assisting the Debtor in "conducting the case". More
detail is needed as to the WARN act "counseling".  Claims
objections are an estate function.  Further, more detail needs to
be provided as to what general advising and consulting, albeit on
specialized matters, will be provided.

                        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.  Damon & Morey LLP is the Debtor's
Special Health Care Law and Corporate Counsel.  The Bonadio Group
is the Debtor's accountants.

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.  Bond,
Schoeneck & King, PLLC is the counsel to the Committee.

Gleichenhaus, Marchese & Weishaar, PC is the general counsel for
Linda Scharf, the Patient Care Ombudsman of TLC Health.


TOLERX INC: Merck Buying Patent Rights
--------------------------------------
Merck Sharp & Dohme Corp. signed an agreement on March 7, 2014, to
purchase certain immunotherapy-related antibody patent rights from
the Tolerx Inc liquidating trustee.  WeinsweigAdvisors LLC is the
trustee of the trust property.

Any person believing he has an interest in the assets that would
prevent their transfer to Merck must notify Merck's counsel in
writing prior to April 7.

Merck's counsel may be reached at:

     Cara Baer, Esq.
     BUTLER SNOW LLP
     6075 Poplar Ave., Suite 500
     Memphis, TN 38119
     Tel: 901-680-7328
     E-mail: cara.baer@butlersnow.com

          - and -

     James J. Lawless, Esq.
     BUTLER SNOW LLP
     1414 Millard Street
     Bethlehem, PA 18018
     Tel: 610-691-3308
     E-mail: jim.lawless@butlersnow.com

WeinsweigAdvisors may be reached at:

     WeinsweigAdvisors LLC
     1411 Chinkapin Drive
     Rockville, MD 20850
     Attn: Marc Weinsweig
     E-mail: marc@WeinsweigAdvisors.com

WeinsweigAdvisors' counsel is:

     James E. Van Horn, Esq.
     7 Saint Paul Street, Suite 1000
     Baltimore, MD 21202
     E-mail: jvanhorn@mcguirewoods.com


TOYS R US: Bank Debt Trades at 10% Off
--------------------------------------
Participations in a syndicated loan under which Toys R Us is a
borrower traded in the secondary market at 89.85 cents-on-the-
dollar during the week ended Friday, March 14, 2014, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents an increase of 1.22
percentage points from the previous week, The Journal relates.
Toys R Us pays 450 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Aug. 17, 2016 and carries
Moody's B2 rating and Standard & Poor's B rating.  The loan is one
of the biggest gainers and losers among 205 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

Toys "R" Us, Inc., headquartered in Wayne, New Jersey, is the
world's largest dedicated toy retailer, with annual revenues of
around $11 billion.


TUSCANY INT'L: March 21 Hearing to Approve Sale Procedures
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing on March 21, 2014, at 10:00 a.m., to consider
Tuscany International Holdings' motion to approve bidding
procedures for the proposed sale, pursuant to a joint plan of
reorganization, of either (i) all or substantially all of the
Debtors' assets, including its ownership interests in its
affiliates and subsidiaries; or (ii) all of the new capital stock
of Tuscany International Drilling Inc. -- TID -- as reorganized
pursuant to the Plan.

The proceeds from the winning bid will be used to make
distributions under, and in accordance with the terms and
conditions of, the Plan.

The Debtors have been, and will continue to be, negotiating an
asset purchase agreement by and between TID, NewCo, and Credit
Suisse AG, Cayman Islands Branch, as administrative agent,
regarding an acquisition of all or substantially all of the
purchased assets of TID, including its ownership interests in
certain of its subsidiaries.

In consideration for the purchased assets, and subject to the
terms and conditions of the stalking horse agreement, at the
closing, the buyer or one or more buyer designees will assume the
assumed liabilities by executing the assumption agreement and the
buyer will pay an aggregate amount equal to:

     (i) $125,000,000 if the Heli-Rigs are sold by seller
         (or an affiliate thereof) before the Effective Date; or

    (ii) 155,000,000 if the Heli-Rigs are not sold by Seller
         (or an affiliate thereof) before the Effective Date.

If a party qualifies as a potential bidder, the Debtors will
afford each potential bidder the time and opportunity to conduct
reasonable due diligence until the bid deadline.

The proposed bidding procedures provide for, among other things:

    Bid Deadline:                 5:00 p.m., on April 25, 2014;

    Auction:                      10:00 a.m., on May 2,at
                                  the offices of Latham & Watkins,
                                  885 Third Avenue, New York City

A copy of the terms of the sale is available for free at:

   http://bankrupt.com/misc/TUSCANYINTERNATIONAL_103_debtor_sale.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 also commenced 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 percent  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.

The Debtors' plan of reorganization dated March 3, 2014, proposes
that a newly-formed entity organized by certain prepetition
lenders will credit bid a principal amount of the Prepetition
Credit Agreement Claims or DIP Facility Claims to be determined in
exchange for all or substantially all of the assets of the HoldCo.

The U.S. Trustee said that an official committee of unsecured
creditors has not been appointed in the Debtors' cases.


TUSCANY INT'L: Equity Holders Want Right to Challenge Lenders Lien
------------------------------------------------------------------
Credit Suisse AG, as administrative agent for the prepetition
lenders and the DIP lenders in the Chapter 11 case of Tuscany
International Drilling, Inc., joined on March 1, 2014, in the
Debtors' omnibus reply to objections filed by the Ad Hoc Committee
of Equity Security Holders and the U.S. Trustee to certain first
and second day motions of the Debtors.

The Debtor said the objections must be overruled because the
objections were based on a faulty premise.  The Debtor also said
that the DIP Facility and Final DIP Order were negotiated in good
faith and at arm's-length by unaffiliated parties.

The Ad Hoc Committee of Equity Security Holders of the Debtor
filed on Feb. 26, 2014, a preliminary objection to the Debtor's
motion to (i) approve postpetition financing; (ii) use of cash
collateral; (iii) authorize a roll-up of certain prepetition
obligations; and (iv) grant the lender replacement liens and
superpriority administrative expense claim status.

According to the Ad Hoc Committee, the Debtors have requested
approval of a DIP facility to support a sale or Plan process that
will liquidate their assets for the benefit of the prepetition
lenders, the DIP lenders and certain insiders -- delivering all
value and upside to those parties -- to the obvious detriment of
other creditors and non-insider equity holders.

The Ad Hoc Committee requested that the final DIP order must grant
derivative standing to any statutory Committee, including the
Equity Committee, to file a challenge if it determined to do so.

As reported in the Troubled Company Reporter on Feb. 12, 2014,
Judge Kevin Gross gave the Debtors interim authority to use cash
collateral securing their prepetition indebtedness.

As adequate protection of the interests of the Prepetition Agent
and Prepetition Secured Creditors, they will be granted adequate
protection liens junior only to a carve out, senior prior liens,
DIP liens, and senior statutory liens.  The Prepetition Lenders
will also be granted an allowed superpriority administrative
expense claim against each of the Debtors on a joint and several
basis.  The Adequate Protection Claim will be subject to the
payment in full in cash of (A) the Carve Out; and (b) the DIP
Superpriority Claim.

The term "carve out" means collectively: (i) statutory fees
payable to the U.S. Trustee or fees payable to the clerk of the
Court; (ii) all accrued and unpaid fees, disbursements, costs and
expenses incurred by case professionals in an aggregate amount not
to exceed (x) $500,000 with regard to fees incurred by
professionals employed by the Debtors and (y) $100,000 with regard
to fees incurred in the aggregate by the professionals retained by
all statutory committees.

                   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 also commenced 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 Debtor disclosed $414,624,292
in assets and $207,332,530 in liabilities as of the Chapter 11
filing.

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.

The Debtors' plan of reorganization dated March 3, 2014, proposes
that a newly-formed entity organized by certain prepetition
lenders will credit bid a principal amount of the Prepetition
Credit Agreement Claims or DIP Facility Claims to be determined in
exchange for all or substantially all of the assets of the HoldCo.

The U.S. Trustee said that an official committee of unsecured
creditors has not been appointed in the Debtors' cases.


TUSCANY INT'L: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Tuscany International Drilling Inc., filed with the U.S.
Bankruptcy Court for the District of Delaware its schedules of
assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------           ------------      -----------
  A. Real Property                        $0
  B. Personal Property          $414,624,292
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $201,975,434
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $110,914
  F. Creditors Holding
     Unsecured Non-Priority
     Claims                                        $5,246,182
                                ------------     ------------
        Total                   $414,624,292     $207,332,530

In a separate filing, Tuscany International Holdings (U.S.A) Ltd.,
disclosed assets of $81,313 and liabilities of $0.

Copied of the schedules are available for free at:

   http://bankrupt.com/misc/TUSCANYINTERNATIONAL_116_holdings_sal.pdf
   http://bankrupt.com/misc/TUSCANYINTERNATIONAL_118_sal.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 also commenced 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.

The Debtors' plan of reorganization dated March 3, 2014, proposes
that a newly-formed entity organized by certain prepetition
lenders will credit bid a principal amount of the Prepetition
Credit Agreement Claims or DIP Facility Claims to be determined in
exchange for all or substantially all of the assets of the HoldCo.

The U.S. Trustee said that an official committee of unsecured
creditors has not been appointed in the Debtors' cases.


TUSCANY INTERNATIONAL: Seeks to Sell Assets to Secured Lender
-------------------------------------------------------------
Tuscany International Holdings (U.S.A.) Ltd., et al., seek
authority from the U.S. Bankruptcy Court for the District of
Delaware to sell either of (i) all or substantially all of the
Debtors' assets, including its ownership interests in its
affiliates and subsidiaries, or (ii) all of the new capital stock
of Tuscany International Drilling Inc. as reorganized pursuant to
the plan of reorganization.

As part of their restructuring efforts, on Jan. 31, 2014, the
Debtors and certain of their non-debtor affiliates entered into a
Restructuring Support Agreement with Credit Suisse AG, Cayman
Islands Branch, as administrative agent for a consortium of
prepetition lenders holding approximately 95% of the prepetition
loans.  The RSA contemplates that either the Prepetition Lenders
or the DIP Lenders will acquire all or substantially all of the
assets of TID in exchange for a credit bid of certain of their
debt, effectuated through a plan of reorganization.

Pursuant to a stalking horse agreement, the Stalking Horse Bidder
will provide the aggregate consideration of (i) $125,000,000 if
the heli-transportable Drilling Rig #115 and the heli-
transportable Drilling Rig #116, together with all related
equipment ("Heli-Rigs") are sold by Seller before the Effective
Date or (ii) $155,000,000 if certain Heli-Rigs are not sold by
Seller before the Effective Date, in each case which the Stalking
Horse Bidder may allocate, in its sole discretion, between cash
and a credit bid of the Prepetition Senior Obligations and/or the
DIP Obligations in exchange for substantially all of the Purchased
Assets.  The Debtors said the terms of the Stalking Horse
Agreement are still being negotiated and finalized.  The Debtors
expect to file an executed version of the Stalking Horse Agreement
prior to any hearing on the bidding procedures motion.

The Debtors have determined that it is in the best interest of
their estates to confirm either the Plan they filed with the
Stalking Horse Bidder, embodying the credit bid of the Agents, or
a plan with a different bidder willing to submit a competing offer
that is higher and better than the terms set forth in the Current
Plan.

The Debtors propose that all Potential Bidders deliver a written
copy of their bid not later than April 25, 2014, at 5:00 p.m.
(Eastern Time).  If one or more Qualified Bids in addition to the
Stalking Horse Bid are received by the Debtors by the Bid
Deadline, the Debtors will conduct an auction on May 2, beginning
at 10:00 a.m. (prevailing Eastern Time), at the offices of Latham
& Watkins, in New York.

The Debtors also seek Court approval of certain bid protections in
the form of reimbursement of the Stalking Horse's reasonable
documented out-of-pocket expenses incurred in connection with the
Plan Sale up to the maximum amount of $600,000.

A hearing to consider approval of the bidding procedures will be
on March 21, 2014, at 10:00 a.m. (ET).  Objections are due
March 14.

The Debtors are represented by Michael R. Nestor, Esq., and Kara
Hammond Coyle, Esq., at YOUNG CONAWAY STARGATT & TAYLOR, in
Wilmington, Delaware; and Mitchell A. Seider, Esq., Keith A.
Simon, Esq., David A. Hammerman, Esq., and Annemarie V. Reilly,
Esq., at LATHAM & WATKINS LLP, in New York.

             Equity Committee Objects to Proposed Sale

The Official Committee of Equity Security Holders complains that
it has been placed in the unfortunate position of having to seek
the Court's assistance to obtain a continuance of the hearing
currently scheduled for March 21, 2014, because the Debtors failed
to provide them any information they requested, despite repeated
requests for that information.

The Equity Committee complains complain that the proposed bidding
procedures are rife with Secured Lender control and bid-chilling
restrictions, such as permitting only a sale of substantially all
of the Debtors' assets through a plan or the purchase of all of
the new capital stock of Reorganized Parent.

"Absent the leveling of the playing field to permit fair and open
bidding in the absence of undue Secured Lender control, the
outcome of this case is a foregone conclusion," the Equity
Committee asserts.

The Equity Committee is represented by Adam G. Landis, Esq., Kerri
M. Mumford, Esq., J. Landon Ellis, Esq., and Joseph D. Wright,
Esq., at Landis Rath & Cobb LLP, in Wilmington, Delaware.

                    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.


TUSCANY INTERNATIONAL: Seeks to Transfer Ecuador Assets
-------------------------------------------------------
Tuscany International Holdings (U.S.A.) Ltd., et al., seek
authority from the U.S. Bankruptcy Court for the District of
Delaware for Debtor Tuscany International Drilling Inc. to
transfer outside of the ordinary course of business all assets
owned by TID and utilized in connection with its branch office in
Ecuador to Globaltechinv Ecuador S.A., a wholly-owned non-debtor
subsidiary of TID that is incorporated in Ecuador.

The Debtors state, "The Debtors derive all of their revenue from
their operations in Colombia, Brazil and Ecuador.  While the
Colombia and Brazilian operations are run by certain of the
Debtors' non-debtor affiliates, the Debtors' Ecuadorian operations
are operated by a branch office of TID headquartered in Quito,
Ecuador.  The Ecuador Branch Office was initially included as part
of TID in order to obtain certain tax benefits that resulted from
such an organizational structure.  Although the Ecuador Branch
Office is structurally a part of TID, it functions as a separate
and distinct entity from TID.  Revenue received from customers of
the Ecuador Branch Office is deposited into local bank accounts
reserved for the Ecuador Branch Office and is not typically
commingled with other funds in TID's main operating accounts.
Instead, the revenue generated by the Ecuador Branch Office is
primarily used to fund its operational expenses.  Accordingly, in
practice, the Ecuador Branch Office operates almost entirely
independently of TID, and functions in a substantially similar
manner to the non-debtor affiliates that manage the Debtors'
operations in Colombia and Brazil."

The Debtors add, "Prior to the Petition Date, in an effort to
minimize the impact of the Chapter 11 cases on the Debtors'
Ecuadorian operations, the Debtors, in consultation with the
Lenders, determined that it would be in the best interest of their
estates to transfer the Ecuador Assets to a wholly-owned, non-
debtor subsidiary of TID, which would then independently manage
the Ecuador Branch Office.  The Debtors recognized that, because
the Ecuador Branch Office already functions as a separate and
distinct entity from TID, the Ecuador Transfer would create an
organizational structure that better reflects the manner in which
the Debtors' businesses operate in practice.  In addition, in
light of the Debtors' ultimate goals in the Chapter 11 cases, the
Debtors determined that the benefits of the Ecuador Transfer
outweigh the potential tax benefits that resulted from the
inclusion of the Ecuador Branch Office as part of TID.  In
furtherance of this objective, prior to the Petition Date, the
Debtors acquired the Ecuador Subsidiary, an entity organized under
the laws of Ecuador, with the intention of transferring to it all
of the Ecuador Assets."

Pursuant to the restructuring term sheet, the Prepetition Agents
intend to credit bid for all or substantially all of the Debtors'
assets, including the Ecuador Assets.  Once the Ecuador Transfer
is consummated, the purchaser can simply acquire the stock of the
Ecuador Subsidiary, rather than acquire the individual Ecuador
Assets.  The Debtors assert that if the Ecuador Transfer is not
consummated, the Debtors will be required to transfer each of the
Ecuador Assets to the purchaser.  The Debtors anticipate that, due
to the complications inherent in dealing with foreign contract
counterparties, a transfer of the stock of the Ecuador Subsidiary
will be far less time-consuming and complicated than a transfer of
the Ecuador Assets.

Roberta A. DeAngelis, U.S. Trustee for Region 3, objected to the
Debtors' request for a waiver of notice requirements for some of
their South American creditors, arguing that granting such request
would allow the Debtors to pay certain South American creditors at
their discretion, Law360 reported.  The U.S. Trustee also
complained that by the motion to transfer the Debtors seek to
illegally hide its Chapter 11 filing from creditors in South
America, while also providing that group with superior recoveries,
Stephanie Gleason, writing for Daily Bankruptcy Review, reported.

The Official Committee of Equity Security Holders states that it
supports maximizing the value of the Debtors' estates through
appropriate substantive actions and procedural safeguards, but
complain that the Debtors fail in the transfer motion to
articulate a sufficient justification for removing valuable assets
from the Debtors' estates, for no consideration whatsoever, under
the guise of Section 363 of the Bankruptcy Code and in the name of
maximizing value.

The Equity Committee argues that the proposed transactions for
which the Debtors seek approval pursuant to Section 363(b)(1) are
not "sales" even under the most expansive definition of the word.
Instead, the proposed transaction would transfer select assets
from the TID to certain non-debtor subsidiaries for no
consideration, the Equity Committee further argues.  For the
reasons stated, the Equity Committee asks the Court to deny the
transfer motion.

                          *     *     *

The Debtors withdrew the transfer motion, stating that they intend
to incorporate the relief requested in their Joint Plan of
Reorganization.

                    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.


TUSCANY INTERNATIONAL: Objects to Expedited Process
---------------------------------------------------
A group of equity security holders of Tuscany International
Drilling objected to the Debtors' request for authority to obtain
DIP financing and use cash collateral, specifically complaining on
the expedited process by which the Debtors seek to have their
requests approved.

The Equity Committee asserted that the Debtors are setting the
table for an expedited sale and plan process that transfers
substantially all of the Debtors' assets with stated book value of
approximately $200 million over the value of the prepetition
indebtedness.  The Equity Committee further asserted that the
expedited process leaves them little or no time to adequately
review documents and conduct depositions in order to properly
prepare for and contest the Debtors' actions.

                    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.


TXU CORP: October 2014 Bank Debt Trades at 37% Off
--------------------------------------------------
Participations in a syndicated loan under which TXU Corp. is a
borrower traded in the secondary market at 69.42 cents-on-the-
dollar during the week ended Friday, March 14, 2014, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents an increase of 0.19
percentage points from the previous week, The Journal relates.
TXU Corp. pays 350 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Oct. 10, 2014 and carries
Moody's Caa3 rating and Standard & Poor's CCC- rating.  The loan
is one of the biggest gainers and losers among 205 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.


VAUGHAN COMPANY: Trustee May Recoup $78,300 From Pintados
---------------------------------------------------------
In the case, JUDITH A. WAGNER, Chapter 11 Trustee of the
bankruptcy estate of the Vaughan Company, Realtors, Plaintiff,
v. DEREK PINTADO and BRETT PINTADO, Defendants, Adv. Proc. No.
12-1004 (Bankr. D.N.M.), Bankruptcy Judge Robert H. Jacobvitz
ruled that the Chapter 11 Trustee is entitled to avoid the total
amount of net winnings transferred to the Defendants by VCR during
the four year look-back period.  Pursuant to 11 U.S.C. Sec. 550,
the Court will enter a separate money judgment in favor of the
Trustee and against the Defendants in the amount of $78,356.24,
plus post-judgment interest at the federal judgment rate.  A copy
of the Court's March 13, 2014 Memorandum Opinion is available at
http://is.gd/P2a46Mfrom Leagle.com.

Derek Pintado and Brett Pintado jointly invested a total of
$100,000 in VCR's promissory note program.

                About The Vaughan Company Realtors

The Vaughan Company Realtors filed for Chapter 11 protection on
Feb. 22, 2010 (Bankr. N.M. Case No. 10-10759).  George D. Giddens,
Jr., Esq., represents the Debtor in its restructuring efforts.
The Company estimated both assets and debts of between $1 million
and $10 million.  Judith A. Wagner was appointed as Chapter 11
Trustee.

Mr. Vaughan filed a separate Chapter 11 petition (Bankr. D. N.M.
Case No. 10-10763) on Feb. 22, 2010.  The case was converted to a
chapter 7 proceeding on May 20, 2010.  Yvette Gonzales is the duly
appointed trustee of the Chapter 7 estate.


VILLAGE AT NIPOMO: Gets Approval to Sell Property to Stonesfair
---------------------------------------------------------------
The Village at Nipomo, LLC received court approval to sell a real
property to Stonesfair Financial Corp. for $11.275 million.

The property to be sold is a shopping center in California known
as The Village at Nipomo, which the company considers as the
primary asset of its bankruptcy estate.

The company will sell the property subject to any liens, including
the lien associated with the deed of trust held by Coastline RE
Holdings Corp., which will be satisfied through escrow.

The sales price includes a broker commission of 5% to be split by
the brokers and to be paid from the proceeds of the sale.

The Village at Nipomo said the proceeds of the sale "will be more
than sufficient" to satisfy all debt on the property, including
more than $9 million it owes to Coastline.

Coastline will be paid in full from the escrow conducting the sale
as requested by the holdings company, according to the court order
signed by U.S. Bankruptcy Judge Alan Ahart last week.

                   About Village at Nipomo

The Village at Nipomo, LLC, operator of a shopping center in Tefft
and Mary Streets, in Nipomo, California, sought Chapter 11
protection (Bankr. C.D. Cal. Case No. 13-13593) on May 28, 2013.

The company sought bankruptcy protection following efforts by
Pacific Western Bank to appoint a receiver for the Debtor's
commercial shopping center known as "The Village at Nipomo".

VAN LLC was formed by Edwin F. Moore, who is currently a member of
the Debtor, holding a 25 percent interest in the company.  Edwin
Moore and Carolyn W. Moore earlier filed a separate Chapter 11
petition (Case No. 12-15817).  The Debtor disclosed $11,802,970 in
assets and $9,645,558 in liabilities as of the Chapter 11 filing.
The Debtor is represented by Illyssa I. Fogel, Esq., at Illyssa I.
Fogel & Associates.


WALTER ENERGY: Bank Debt Trades at 3% Off
-----------------------------------------
Participations in a syndicated loan under which Walter Energy Inc.
is a borrower traded in the secondary market at 97.50 cents-on-
the-dollar during the week ended Friday, February 14, 2014,
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in The Wall Street Journal.  This represents a decrease
of 0.61 percentage points from the previous week, The Journal
relates.  Walter Energy Inc. pays 575 basis points above LIBOR to
borrow under the facility. The bank loan matures on March 14, 2018
and carries Moody's B3 rating and Standard & Poor's B rating.  The
loan is one of the biggest gainers and losers among 205 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

Walter Energy, Inc. is primarily a metallurgical coal producer
with additional operations in metallurgical coke, steam and
industrial coal, and natural gas. Headquartered in Birmingham,
Alabama, the company generated $2 billion in revenue for the 12
months ended June 30, 2013.


VISTEON CORP: "Pierce" Class Granted $314,000 in Legal Costs
------------------------------------------------------------
In the class action, DARRYL and SHARON PIERCE On Behalf Of
Themselves And All Others Similarly Situated, Plaintiffs, v.
VISTEON CORPORATION, and VISTEON SYSTEMS, LLC, Defendants, No.
1:05-cv-01325-LJM-DKL (S.D. Ind.), District Judge Larry J.
McKinney in Indianapolis ruled that the Plaintiffs' Motion for an
Award of Statutory Attorney's Fees and Costs to the Class and
Motion for Attorney's Fees and Costs to Class Counsel is granted
in part and denied in part.  The Class and Class Counsel are
awarded $302,780 in statutory attorney's fees and $11,444 in
costs.  The parties are ordered to show cause on or before March
18, 2014, why the Court should not entered judgment in favor of
Plaintiffs and against Visteon.  A copy of the Court's March 11,
2014 Order is available at http://is.gd/yHxFhXfrom Leagle.com.

On June 25, 2013, the Court entered its Findings of Fact and
Conclusions of Law after a Bench Trial by written submissions on
Plaintiffs Darryl and Sharon Pierce's, on behalf of themselves and
all other similarly situated, claims against Defendants Visteon
Corporation and Visteon Systems, LLC, under the Consolidated
Omnibus Reconciliation Act, 29 U.S.C. Sec. 1132(c), which is part
of the Employee Retirement Income Security Act.  Therein, the
Court awarded each member of the class $2,500 in statutory
damages, or a total of $1,852,500 to be shared equally amongst the
Class members; and their reasonable attorney's fees pursuant to 29
U.S.C. Sec. 1132(g).

                         About Visteon Corp

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is an automotive supplier
that designs, engineers and manufactures innovative climate,
interior, electronic and lighting products for automakers.  The
Company has corporate offices in Van Buren Township, Michigan
(U.S.); Shanghai, China; and Kerpen, Germany.  It has facilities
in 27 countries and employs roughly 35,500 people.  The Company
disclosed assets of US$4,561,000,000 and debts of US$5,311,000,000
as of March 31, 2009.

Visteon Corp. and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represented the Debtors in their restructuring
effort.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, served as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor were Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent was Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor was Alvarez & Marsal North America,
LLC.

The Bankruptcy Court entered an order on Aug. 31, 2010, confirming
the Fifth Amended Plan of Reorganization of Visteon Corporation
and its debtor-affiliates.  Visteon emerged from Chapter 11 on
Oct. 1, 2010.


WJO INC: Owner Wants Case Converted to Chapter 7 Case
-----------------------------------------------------
The owner of WJO Inc. asked U.S. Bankruptcy Judge Jean FitzSimon
to convert the Chapter 11 case of the company to a Chapter 7
liquidation.

In a court filing, William O'Brien, III complained that the court-
appointed bankruptcy trustee "continues to run up extravagant
bills while not introducing a plan to come out of Chapter 11."

Mr. O'Brien expressed concern that the unsecured creditors won't
get paid under a Chapter 11 plan.  He said only the trustee's
legal counsel and accounting firm "continue to benefit in the
millions."

A court hearing on the request to convert the case is scheduled
for March 19.

                       About WJO Inc.

Bristol, Pennsylvania-based WJO, Inc., operates six family
practices located in Newtown, Bristol, Bensalem, Bustleton, South
Philadelphia, and Bethlehem, Pennsylvania and consists of Board
Certified Osteopathic Physicians specializing in Family Medicine.
Prior to the petition date, and to allow the Company to
restructure effectively, HyperOx Inc., HyperOx I, LP, HyperOx
III, LP, and East Coast TMR, Inc., were merged into WJO.

WJO filed for Chapter 11 bankruptcy protection (Bankr. E.D. Pa.
Case No. 10-19894) on Nov. 15, 2010.  The Debtor disclosed
$19,923,802 in assets and $6,805,255 in liabilities as of the
Chapter 11 filing.

Holly Elizabeth Smith, Esq., and Thomas Daniel Bielli, Esq., at
Ciardi Ciardi & Astin, P.C., serve as the Debtor's bankruptcy
counsel.  Pond Lehocky Stern Giordano serves as the Debtor's
special counsel to represent it in worker's compensation
proceedings pertaining to the Therapeutic Magnetic Resonance
treatments.  Patrick Yun serves as the Debtor's financial advisor.
Attorneys at Keifer & Tsarouhis LLP serve as counsel to the
official committee of unsecured creditors.  ParenteBeard LLC
serves as the Committee's accountant and financial advisor.

The United States Trustee has appointed David Knowlton as patient
care ombudsman in the case.  The Ombudsman is represented in the
case by Karen Lee Turner, Esq., at Eckert Seamans Cherin &
Mellott, LLC, as counsel.

Tristate Capital Bank, the cash collateral lender, is represented
in the case by lawyers at Benesch Friedlander Coplan & Aronoff
LLP.

On July 3, 2012, Roberta A. DeAngelis, U.S. Trustee for Region 3,
obtained permission from the Hon. Jean K. Fitzsimon of the U.S.
Bankruptcy Court for the Eastern District of Pennsylvania to
appoint Alfred T. Giuliano as Chapter 11 trustee of the bankruptcy
estate of WJO, Inc.  Maschmeyer Karalis P.C. serves as the Chapter
11 Trustee's general bankruptcy counsel.


WJO INC: March 19 Hearing on Sole Owner's Motion to Convert Case
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of
Pennsylvania, according to WJO Inc.'s case docket, will convene a
hearing on March 19, 2014, at 9:30 a.m., to consider the motion of
William O'Brien to convert the Chapter 11 case of the Debtor to
one under Chapter 7 of the Bankruptcy Code.

Mr. O'Brien, sole owner of the Debtor, explained in his motion
dated Feb. 19, 2014, that the Chapter 11 trustee continued to run
up extravagant bills, while not introducing a plan to come out of
Chapter 11.  The Unsecured Creditors will receive no monies.  The
Court has already commented on 10% to the unsecured creditors --
being not fair enough.

                       About WJO Inc.

Bristol, Pennsylvania-based WJO, Inc., operates six family
practices located in Newtown, Bristol, Bensalem, Bustleton, South
Philadelphia, and Bethlehem, Pennsylvania and consists of Board
Certified Osteopathic Physicians specializing in Family Medicine.
Prior to the petition date, and to allow the Company to
restructure effectively, HyperOx Inc., HyperOx I, LP, HyperOx
III, LP, and East Coast TMR, Inc., were merged into WJO.

WJO filed for Chapter 11 bankruptcy protection (Bankr. E.D. Pa.
Case No. 10-19894) on Nov. 15, 2010.  The Debtor disclosed
$19,923,802 in assets and $6,805,255 in liabilities as of the
Chapter 11 filing.

Holly Elizabeth Smith, Esq., and Thomas Daniel Bielli, Esq., at
Ciardi Ciardi & Astin, P.C., serve as the Debtor's bankruptcy
counsel.  Pond Lehocky Stern Giordano serves as the Debtor's
special counsel to represent it in worker's compensation
proceedings pertaining to the Therapeutic Magnetic Resonance
treatments.  Patrick Yun serves as the Debtor's financial advisor.
Attorneys at Keifer & Tsarouhis LLP serve as counsel to the
official committee of unsecured creditors.  ParenteBeard LLC
serves as the Committee's accountant and financial advisor.

The United States Trustee has appointed David Knowlton as patient
care ombudsman in the case.  The Ombudsman is represented in the
case by Karen Lee Turner, Esq., at Eckert Seamans Cherin &
Mellott, LLC, as counsel.

Tristate Capital Bank, the cash collateral lender, is represented
in the case by lawyers at Benesch Friedlander Coplan & Aronoff
LLP.

On July 3, 2012, Roberta A. DeAngelis, U.S. Trustee for Region 3,
obtained permission from the Hon. Jean K. Fitzsimon of the U.S.
Bankruptcy Court for the Eastern District of Pennsylvania to
appoint Alfred T. Giuliano as Chapter 11 trustee of the bankruptcy
estate of WJO, Inc.  Maschmeyer Karalis P.C. serves as the Chapter
11 Trustee's general bankruptcy counsel.


WYNN MACAU: Fitch Rates $750MM Sr. Unsecured Notes Add-on 'BB'
--------------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to Wynn Macau, Ltd.'s
add-on issuance of USD750 million senior unsecured notes due 2021.
Fitch maintains 'BB' Issuer Default Ratings (IDRs) on Wynn Macau,
Ltd; Wynn Resorts (Macau), S.A. (Wynn Macau S.A.); Wynn Las Vegas
LLC (Wynn Las Vegas); and Wynn Resorts, Ltd (Wynn Resorts;
collectively Wynn).  Fitch rates Wynn Macau S.A.'s senior secured
credit facility 'BBB-' and Wynn Macau, Ltd.'s existing senior
unsecured notes 'BB'.  At Wynn Las Vegas, Fitch rates the first
mortgage notes (FMNs) 'BB+' and the senior unsecured notes at
'BB'. The Rating Outlook is Stable.

Key Rating Drivers

The notes will mature in October 2021, about eight months before
Wynn's Macau concession is due to expire in June 2022. The USD750
million of new notes are an add-on to USD600 million of 5.25%
senior unsecured notes issued in October 2013. Proceeds will be
used for general corporate purposes and will not have meaningful
restrictive covenants.

The 'BB' rating on the Wynn Macau, Ltd notes is on par with the
'BB' IDR and two notches below the 'BBB-' rating on the Wynn Macau
S.A. USD2.5 billion credit facility.  Fitch believes that the
senior notes would be fully covered in an event of default at Wynn
Macau, Ltd given the substantial equity value (about USD24.5
billion market capitalization), but does not notch up the rating
of the notes from the IDR.  This is because the notes are
subordinated to the Wynn Macau S.A. credit facility in terms of
organizational structure and collateral.

There will also be no debt incurrence covenants at the Wynn Macau,
Ltd level, which would allow Wynn Macau, Ltd to incur additional
debt in the future and dilute the recovery prospects for the
noteholders. Wynn may choose to issue additional debt out of Wynn
Macau, Ltd to possibly fund its U.S. project pipeline, pay any
settlements potentially arising from the Okada dispute and/or ramp
up shareholder-friendly activity at Wynn Resorts and Wynn Macau,
Ltd.

Fitch views the transaction as neutral with respect to Wynn's
IDRs, as it improves Wynn's overall liquidity at the expense of a
near-term increase in leverage. Consolidated proforma gross
leverage increases by about one-half turn to 5.1x from 4.6x for
the latest 12 month (LTM) period ending Dec. 31, 2013.  When
calculating leverage for Wynn, Fitch subtracts income attributable
to minority interests from EBITDA.

The increase in leverage is offset by improved liquidity.  The
increased liquidity at Wynn Macau, Ltd provides Wynn added
flexibility in funding its USD4bn Cotai project (Wynn Palace)
while maintaining its USD500m per year dividends out of Wynn
Resorts and potentially addressing requirements to fund additional
development if Wynn receives a license in Massachusetts.

Wynn Macau, Ltd's available liquidity pro forma for the USD750
million issuance is nearly USD4 billion as of December 31, 2013.
This includes USD1.55 billion available on the revolver at Wynn
Macau, S.A. and nearly USD1.7 billion in available cash (net of
cage cash, estimated by Fitch to be USD150 million).

In the first two months of the year, Macau gaming revenues grew
24%, so far well outperforming Fitch's initial 2014 outlook of 12%
growth for the market. Fitch's estimated pro forma run-rate
discretionary free cash flow (FCF) for Wynn Macau, Ltd has
increased to roughly USD1bn from around USD900 million when the
initial unsecured notes were issued in October 2013. This includes
between USD1.1 billion and USD1.2 billion in EBITDA net of
corporate expense and royalty fees and between USD100 million and
USD150 million in combined interest expense and maintenance capex.

Parent-Subsidiary Rating Relationships

The 'BB' IDR on Wynn, the parent and its subsidiaries reflects the
financial strength of the Macau subsidiary (pro forma net debt is
minimal and Wynn Macau property EBITDA is more than USD1.3
billion), which offsets the weaker financial strength at the Las
Vegas subsidiary (roughly 6.5x net leverage with USD487 million of
property EBITDA). Management's historically prudent balance sheet
management and Wynn's strong brand value and high asset quality
are also positively factored into the ratings.

Fitch links the IDRs of the parent and Wynn's operating
subsidiaries. Linkage is supported by strong strategic linkage
between the entities (i.e. common branding, management, cross-
marketing, etc.) and a precedent of support to the weaker Las
Vegas subsidiary.  However, there are no structural or legal
provisions, such as cross-defaults or guarantees, that support
linking the ratings.  Fitch analyzes Wynn mostly on a consolidated
basis, but deducts earnings attributable to minority interest from
EBITDA.

Rating Sensitivities
Fitch may upgrade Wynn's IDR to 'BB+' as consolidated gross
leverage approaches 4x and net leverage declines below 4x
following the ramp up of Wynn's USD4 billion Cotai project, which
is slated for early 2016 opening.  An earlier upgrade is possible
if Fitch gains a fair amount of comfort that the forecast leverage
will be in line with these thresholds once the project ramps up.

Following the issuance, cushion is weaker at the 'BB' IDR for
operating declines, additional borrowing to support the Cotai
project, other possible developments, and/or potential settlements
related to the Okada dispute.  Should these or other pressures
cause gross leverage to sustain above 5x (6.5x before Cotai ramps
up), there could be pressure on the ratings. Additional clarity on
approvals and timing of the next Cotai development phase (Wynn
Diamond) could pressure ratings if it prevents de-leveraging post-
Wynn Palace and causes gross leverage to sustain above 5x for an
extended period.


XO HOLDINGS: S&P Assigns 'B' Corp. Credit Rating; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Herndon, Va.-based XO Holdings.  The outlook is
stable.

S&P also assigned its 'BB-' issue-level rating and '1' recovery
rating to borrower XO Communications LLC's $500 million senior
secured term loan due 2021.  The '1' recovery rating indicates
S&P's expectation for very high (90%-100%) recovery for lenders in
the event of a payment default.  The company will use the proceeds
to fund network investments and pay transaction fees.

The ratings on XO reflect Standard & Poor's view of the company's
"vulnerable" business risk profile and "aggressive" financial risk
profile.  The stable rating outlook reflects S&P's expectation
that the company will generate negative FOCF over the next few
years as it completes its network investment program.

"XO plans to allocate the vast majority of proceeds from the
proposed term loan toward adding additional on-net fiber
buildings. If successful, this investment could drive EBITDA
margin expansion, reduce XO's reliance on the incumbent network
for access to customers, and improve the overall customer
experience," said Standard & Poor's credit analyst Michael
Weinstein.


XTREME POWER: March 25 Hearing on Bracewell & Giuliani Employment
-----------------------------------------------------------------
The Hon. H. Christopher Mott of the U.S. Bankruptcy Court for the
Western District of Texas issued on March 10, 2014, an interim
order authorizing Xtreme Power Inc., et al., to employ and
continue employment of Bracewell & Giuliani LLP as special counsel
for certain litigation matters nunc pro tunc to Jan. 22, 2014.

A final hearing on the application will be conducted on March 25,
at 10:00 a.m.  Objections, if any, are due March 21, 2014.

Bracewell & Giuliani will assist and represent the Debtor in
connection with two discrete matters:

   a. various disputes with Horizon Battery, LLC, and

   b. litigation claims against Dynapower Corporation and
      Electronic Concepts, Inc., asserting that ECI capacitors
      in Dynapower invertors were defective and caused two fires
      at Kahuku in April and May 2011.  The claim is pending as
      Xtreme Power Solutions, LLC v. Dynapower Corporation and
      Electronic Concepts, Inc., Cause No.D-1-GN-12-001640;
      261st District Court, Travis County, Texas.

Prior to the Petition Date, Bracewell & Giuliani LLP represented
the Debtors in connection with the two matters.

Bracewell & Giuliani LLP has the most familiarity with the
underlying contracts between XPI and XPG and Horizon Battery, the
extended and extensive negotiations that have occurred over
several years, and the application of the law to the various
issues in dispute.

Ed Cavazos, managing partner of the Austin office of Bracewell &
Giuliani, told the Court that it will coordinate its efforts with
counsel so as to prevent any duplication of effort to the fullest
extent practical.

Mr. Cavazos said that his hourly rate is $695, and the hourly
rates of Bracewell & Giuliani's principals, associates, law
clerks, paralegals, and support staff who may help with the work
range from $145 to $740.

Mr. Cavazos assured the Court that although Bracewell & Giuliani
LLP has a substantial general claim of approximately $340,747 for
prepetition services rendered, Bracewell & Giuliani LLP does not
have or represent any interest adverse to the Debtors.

Bracewell & Giuliani LLP will apply to the Court for compensation
and reimbursement of expenses in accordance with applicable
provisions of the Bankruptcy Code, the U.S. Trustee's Guidelines,
and the rules and orders of the Court.

Bracewell & Giuliani expected to be paid by the Debtors, on a
monthly basis, 80 percent of fees and 100 percent of expenses for
the prior calendar month.

                         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.


XTREME POWER: First Wind to Disclose Assets to Be Purchased
-----------------------------------------------------------
In the Chapter 11 cases of Xtreme Power Inc., et al., the U.S.
Bankruptcy Court for the Western District of Texas has ruled that:

   1. First Wind Holdings LLC will make available to the Debtors
      a list of assets desired to be purchased by First Wind and
      that, within 2 business days of its receipt, the Debtors
      will make the First Wind Asset List available to all
      qualified bidders by posting it in the Debtors' data room
      and will otherwise reasonably attempt to make qualified
      bidders aware that First Wind desires to purchase the assets
      listed on the First Wind asset list.

   2. The Debtors have no obligation to allow First Wind to sign
      a Non-Disclosure Agreement.

   3. First Wind will not seek access to the Debtors' data room.

On March 7, First Wind requested that the Court approve its form
of NDA or, in the alternative, that the Court approve its
authority to contact any or all potential purchasers to discuss
supporting a bid, which would require the Debtors or Gordian to
disclose the identities of the potential bidders or, as a less
favorable alternative, the Court enter an order which would
require the Debtors to give notice to the potential purchasers
that First Wind is interested in purchasing assets of the Debtors.

Since the first few weeks of these bankruptcy cases, First Wind
has made clear to the Debtors and to the Court that it requires
information, services, and assets (primarily batteries) from the
Debtors in order to ensure continuity of First Wind's operations
and for important health and public safety reasons.

The Official Committee of Unsecured Creditors has agreed to the
order.

                         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.


XTREME POWER: March 25 Hearing to Approve Fish & Richardson Hiring
------------------------------------------------------------------
The Bankruptcy Court issued an interim order dated March 10, 2014,
authorizing Xtreme Power Inc., et al., to continue their
employment of Fish & Richardson P.C. as special counsel for patent
and trademark matters, nunc pro tunc to Jan. 22, 2014.

A final hearing on the application will be conducted on March 25,
at 10:00 a.m.  Objections, if any, are due March 19.

As reported in the Troubled Company Reporter on March 12, 2014,
Xtreme Power tapped the firm to represent the company in
connection with trademark and patent applications pending with the
U.S. Patent and Trademark Office.

The firm has not received a retainer in connection with its
proposed representation but is requesting an advance retainer of
$10,000.

Fish & Richardson's fees are billed on a time-expended basis
in accordance with the standard hourly rates assigned to the
particular attorneys and legal assistants performing the work.

The hourly rate of James Babineau, Esq., a principal of Fish &
Richardson, is $675, discounted to $630 for patent prosecution
services.  Other principals, associates, technology specialists,
law clerks, paralegals, and support staff who may help with the
work have hourly rates in the range of $85 to $800.

Fish & Richardson also charges clients for work-related expenses
incurred.

The firm does not represent or have any interest adverse to Xtreme
Power or its estate on matters for which it is being retained as
special counsel, according to a declaration by Mr. Babineau.

                        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.


* Bankruptcy Petition Preparer Given Nearly 4 Years of Jail Time
----------------------------------------------------------------
Christine Ferretti, writing for The Detroit News, reported that a
bankruptcy petition preparer was ordered to serve nearly four
years in prison for criminal contempt in a case that brought U.S.
Bankruptcy Judge Steven Rhodes to the witness stand.

According to the report, Inkster resident Derrick Hills, 54, was
sentenced by U.S. District Judge Sean F. Cox to serve 46 months
after being convicted by a jury in September of five counts of
criminal contempt following a five-day trial in federal court in
Detroit.

Hills violated five court orders from Judge Rhodes barring him
from assisting in personal bankruptcy filings, the report said.
Hills was facing any number of years in federal prison, since the
charge has no statutory maximum penalty.

"Today's sentencing sends a strong message: There is a high price
to pay for blatantly disregarding bankruptcy court orders and
repeatedly disrespecting the authority of the bankruptcy court,"
U.S. Trustee Daniel M. McDermott said in a statement on Feb. 25,
the report cited. "We deeply appreciate the strong commitment of
U.S. Attorney Barbara L. McQuade to combating bankruptcy-related
crimes, as demonstrated by this successful prosecution."

Federal officials said Hills' sentence was lengthened for impeding
the administration of justice after he failed to appear at a
sentencing hearing, the report related.  As a result, a bench
warrant was issued and the U.S. Marshals Service took Hills into
custody after forcibly entering his home and arresting him.


* Bankruptcy Watchdogs Resume Debtor Audits
-------------------------------------------
Jacqueline Palank, writing for The Wall Street Journal, reported
that federal bankruptcy watchdogs are once again patrolling in
full force, restarting the consumer debtor audits that a tight
budget forced them to suspend last year.

According to the report, the U.S. Trustee Program -- the arm of
the Justice Department that monitors corporate and consumer
bankruptcy filings -- announced on its website that resumed
ordering audits of certain consumer debtors on March 10. The
program indefinitely suspended the audit program last March due to
budgetary constraints.

The report related that when Congress overhauled the Bankruptcy
Code in 2005, it directed bankruptcy watchdogs to ferret out fraud
by auditing consumer debtors. U.S. trustees may randomly designate
for audit one out of every 250 consumer bankruptcy cases per
federal judicial district. The Bankruptcy Code also authorized
audits of any cases in which debtors posted statistically unusual
income or expenditures. Trustees select the cases but don't
perform the audits; instead, that job falls to independent
accountants.

If auditors identify a "material misstatement" in their review of
a debtor's financial information, creditors will be notified and
the bankruptcy court will be notified, the report said.  It's up
to the individuals involved in the case to determine what, if
anything, happens next, the report added.


* Whistle-Blower Awards Are Ordinary Income, Tax Court Says
-----------------------------------------------------------
Andrew Zajac, writing for Bloomberg News, reported that a whistle-
blower's $6.8 million in awards must be taxed as ordinary income,
a U.S. Tax Court judge ruled, rejecting arguments that the money
should be recognized as capital gains and subject to a lower rate.

According to the report, Craig Patrick, a former reimbursement
manager for California medical device maker Kyphon Inc., helped
win the recovery of tens of millions of dollars for the U.S. from
an alleged Medicare fraud and his efforts "are to be applauded and
were rewarded," Judge Diane Kroupa wrote in her ruling on Feb. 24.
"Rewards, however, are treated as ordinary income" and "subject to
tax as such."

Judge Kroupa's ruling upheld the U.S. Internal Revenue Service's
determination that Patrick, and his wife, Michele Patrick, with
whom he filed joint returns, owed a total of about $812,000 for
2008 and 2009, the report said.

The top tax rate for ordinary income in those years was 35
percent, compared with 15 percent for capital gains, the report
related.

The case is Patrick v. IRS, 16387-12, U.S. Tax Court, Washington.


* Banks Fight Revised U.S. Plan to Monitor Checking Overdraft Fees
------------------------------------------------------------------
Carter Dougherty, writing for Bloomberg News, reported that U.S.
banks were seeking to shield from scrutiny the $30 billion they
collect annually in checking-account fees, saying a proposed
requirement for periodic reports is unacceptable even if it
exempts small institutions.

According to the report, the dispute is the latest installment in
a multi-year fight between the industry and the Consumer Financial
Protection Bureau over how to monitor the way banks assess charges
on their depositors, particularly when people overdraw checking
accounts.

The bureau, along with the Federal Reserve, Federal Deposit
Insurance Corp. and Office of the Comptroller of the Currency,
proposed last year that all institutions include detailed
breakdowns of their revenue from account fees in the public
quarterly reports they file with the FDIC, the report said.  That
would give the consumer bureau data it could use to write new
regulations curbing revenue from overdraft services.

Small banks, which earn a larger slice of their revenue from such
fees than big institutions, pushed back on the plan, the report
related.  Their resistance led the FDIC and OCC, which regulates
nationally chartered banks, to break ranks with the consumer
bureau and oppose the change, according to a person briefed on the
deliberations who spoke on condition of anonymity because the
discussions weren't public.


* Biggest Banks Said to Face Asset Tax in Republican Plan
---------------------------------------------------------
Richard Rubin, writing for Bloomberg News, reported that the
biggest U.S. banks and insurance companies would have to pay a
quarterly 3.5 basis-point tax on assets exceeding $500 billion
under a plan to be unveiled by Congress's top Republican tax
writer.

According to the report, the proposal by Representative Dave Camp,
chairman of the House Ways and Means Committee, would raise taxes
for about 10 companies -- the largest banks along with non-bank
institutions such as General Electric Co.'s financing arm --
deemed systemically important. A House Republican aide with
knowledge of the plan described it on condition of anonymity.

The tax, which would raise $86.4 billion for the U.S. government
over the next decade, would likely affect JPMorgan Chase & Co.,
Bank of America Corp., Citigroup Inc., Wells Fargo & Co., Goldman
Sachs Group Inc., and Morgan Stanley, all of which had more than
$500 billion in assets as of Dec. 31, the report said, citing the
Federal Reserve.

The bank tax, which isn't likely to become law this year, is part
of a comprehensive plan to be released by Camp to lower corporate
and individual rates and broaden the tax base, the report related.

Including a bank tax in the plan is a notable step by the
Republican tax-committee chairman, because it echoes a proposal by
President Barack Obama's administration that Republicans and some
Democrats have blocked since 2010, the report further related.


* Credit Suisse Helped Clients Hide Billions, Senate Says
---------------------------------------------------------
David Voreacos and Alan Katz, writing for Bloomberg News, reported
that Credit Suisse Group AG helped American customers hide as much
as $10 billion in assets from the Internal Revenue Service, more
than double the amount previously known, according to a U.S.
Senate committee.

A report by the Senate Permanent Subcommittee on Investigations
criticized the Zurich-based bank for failing to discipline any
senior executives in the face of widespread tax evasion fostered
by 1,800 Credit Suisse employees serving U.S. clients, Bloomberg
said.  The firm also misled investors about growth in its private
banking unit, according to the report.

The Justice Department has failed to use all its legal tools in
its criminal probe of whether Credit Suisse, the second-largest
Swiss bank, helped U.S. clients evade taxes, according to the
report, Bloomberg cited. Lax enforcement also allowed Credit
Suisse to turn over the names of only 238 U.S. account holders to
prosecutors, the report said.

This U.S. inaction symbolizes a larger problem in a five-year
crackdown on offshore tax evasion, the subcommittee said, the
report said.  Prosecutors have "failed to utilize available U.S.
legal means to obtain the names of tens of thousands" of Americans
who owe billions of dollars in taxes and whose identities are
still hidden by the Swiss, according to the 176-page report.

"The Department of Justice must take firm action to obtain the
names of persons who hid those assets" and cheated on taxes, said
Senator Carl Levin, a Michigan Democrat who chairs the panel, the
report cited. "They owe Uncle Sam, they owe the people of the
United States." He added: "Simple justice requires that tax cheats
must come clean, pony up, and face the consequences."


* UBS Said to Seek Immunity in Currency-Rigging Probes by EU, U.S.
------------------------------------------------------------------
Lindsay Fortado, Keri Geiger and David McLaughlin, writing for
Bloomberg News, reported that UBS AG, trying to reprise its
success in limiting fines in a probe of interest-rate rigging, is
seeking immunity in the U.S. and European Union as part of the
global investigation of currency markets, two people with
knowledge of the case said.

According to the report, UBS saved itself billions of euros in
fines in December by disclosing to the EU its role in manipulating
the London Interbank offered rate. Now, the bank aims to be the
first to report its own conduct in currency markets to European
and American regulators, said the people, who requested anonymity
because the matter isn't public.

The Zurich-based bank is making its bid for leniency as at least a
dozen regulators probe allegations that traders colluded to rig
benchmarks in the $5.3 trillion-a-day currency market, the report
said.  The world's biggest banks are under scrutiny, and at least
21 people have been fired or suspended as a result.

"They've been through the drill and understand the benefits of
cooperation," Douglas Tween, a lawyer at Baker & McKenzie LLP and
a former Justice Department attorney, told Bloomberg. "You want to
limit your exposure as much as you possibly can."

UBS said in a filing last year that it began a review of its
currency operations in June after media reports, first by
Bloomberg News, on potential manipulation of the WM/Reuters rates
used by companies and investors around the world.


* Dentons Ups Tally Of Heenan Blaikie Hires to 46
-------------------------------------------------
Law360 reported that Dentons Canada LLP continues to score former
Heenan Blaikie LLP lawyers in the wake of Heenan's announced
closure, upping its total to 46 with the recent addition of four
partners, one counsel and 11 associates to practices including
insolvency and public infrastructure, Dentons said Thursday.

The former Heenan Blaikie lawyers have joined Dentons offices in
Montreal, Toronto and Calgary so far this month, the firm said.

Formerly, a 22-member Heenan Blaikie group, including corporate,
financial services, real estate, entertainment and tax lawyers,
officially joined the firm.


* McGlinchey Stafford Welcomes Randy Dow to Fort Lauderdale Office
------------------------------------------------------------------
McGlinchey Stafford is pleased to announce that Randy Dow, Esq. --
rdow@mcglinchey.com -- has joined the firm's Fort Lauderdale
office.

Randy Dow is a seasoned trial attorney with more than 15 years of
experience in the areas of commercial litigation, bankruptcy and
creditors' rights, construction litigation, products liability
defense and insurance coverage. He currently serves as statewide
litigation counsel for national and international corporations in
the construction, rental and real estate development industries.
His practice includes all aspects of litigation, from incident
investigation to jury trials, including cases involving complex
products liability claims or catastrophic injuries. Randy has
earned numerous honors for his respected civil litigation and
products liability practice. Randy received his J.D. from Boston
College in 1997 (cum laude) and his B.A. from Stonehill College in
1994 (magna cum laude).

"We are thrilled that Randy has joined our team in Fort
Lauderdale," said Mark New, head of McGlinchey Stafford's Florida
offices. "Randy's civil litigation experience will add another
dimension to the firm's established financial services and
commercial litigation practices in Florida."

In 2010, the national law firm McGlinchey Stafford opened its
first Florida office in Jacksonville, which was followed a year
later with the opening of an office in Fort Lauderdale, with the
initial purpose of serving clients in the financial services
industry. Now, the firm's presence has grown to 23 lawyers in
Florida, serving multiple industries, with more than 180 attorneys
nationwide.

"McGlinchey Stafford's relationships with top national and
international corporations and its commitment to expanding its
presence in Florida were an irresistible combination for me,"
commented Randy Dow. "Joining McGlinchey Stafford will allow me to
better serve my existing clients with nationwide operations, and
provide new contacts and opportunities."


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                            Total
                                           Share-     Total
                                 Total   Holders'   Working
                                Assets     Equity   Capital
  Company         Ticker          ($MM)      ($MM)     ($MM)
  -------         ------        ------   --------   -------
ABSOLUTE SOFTWRE  OU1 GR         142.1      (11.2)     (6.3)
ABSOLUTE SOFTWRE  ABT CN         142.1      (11.2)     (6.3)
ABSOLUTE SOFTWRE  ALSWF US       142.1      (11.2)     (6.3)
ADVANCED EMISSIO  ADES US        106.4      (46.1)    (15.3)
ADVANCED EMISSIO  OXQ1 GR        106.4      (46.1)    (15.3)
ADVENT SOFTWARE   ADVS US        456.3     (111.8)   (106.0)
ADVENT SOFTWARE   AXQ GR         456.3     (111.8)   (106.0)
AERIE PHARMACEUT  0P0 GR           7.2      (22.4)    (11.0)
AERIE PHARMACEUT  AERI US          7.2      (22.4)    (11.0)
AGENUS INC        AJ81 GR         37.7       (2.9)     21.2
AGENUS INC        AGEN US         37.7       (2.9)     21.2
AIR CANADA-CL A   AC/A CN      9,470.0   (1,397.0)     98.0
AIR CANADA-CL A   AIDIF US     9,470.0   (1,397.0)     98.0
AIR CANADA-CL A   ADH TH       9,470.0   (1,397.0)     98.0
AIR CANADA-CL A   ADH GR       9,470.0   (1,397.0)     98.0
AIR CANADA-CL B   AC/B CN      9,470.0   (1,397.0)     98.0
AIR CANADA-CL B   AIDEF US     9,470.0   (1,397.0)     98.0
AIR CANADA-CL B   ADH1 TH      9,470.0   (1,397.0)     98.0
AIR CANADA-CL B   ADH1 GR      9,470.0   (1,397.0)     98.0
ALLIANCE HEALTHC  AIQ US         515.6     (131.4)     61.3
AMC NETWORKS-A    9AC GR       2,636.7     (571.3)    889.9
AMC NETWORKS-A    AMCX US      2,636.7     (571.3)    889.9
AMER RESTAUR-LP   ICTPU US        33.5       (4.0)     (6.2)
AMERICAN AIRLINE  AAL US      42,278.0   (2,731.0)    517.0
AMERICAN AIRLINE  A1G TH      42,278.0   (2,731.0)    517.0
AMERICAN AIRLINE  A1G GR      42,278.0   (2,731.0)    517.0
AMERICAN AIRLINE  AAL* MM     42,278.0   (2,731.0)    517.0
AMR CORP          ACP GR      42,278.0   (2,731.0)    517.0
AMYLIN PHARMACEU  AMLN US      1,998.7      (42.4)    263.0
AMYRIS INC        AMRS US        198.9     (135.8)     (0.4)
AMYRIS INC        3A0 TH         198.9     (135.8)     (0.4)
AMYRIS INC        3A0 GR         198.9     (135.8)     (0.4)
ANACOR PHARMACEU  44A TH          44.9       (7.3)     17.0
ANACOR PHARMACEU  ANAC US         44.9       (7.3)     17.0
ANACOR PHARMACEU  44A GR          44.9       (7.3)     17.0
ANGIE'S LIST INC  8AL TH         105.6      (18.5)    (21.7)
ANGIE'S LIST INC  ANGI US        105.6      (18.5)    (21.7)
ANGIE'S LIST INC  8AL GR         105.6      (18.5)    (21.7)
ARRAY BIOPHARMA   ARRY US        146.3       (5.4)     90.2
ARRAY BIOPHARMA   AR2 TH         146.3       (5.4)     90.2
ARRAY BIOPHARMA   AR2 GR         146.3       (5.4)     90.2
ATLATSA RESOURCE  ATL SJ         768.5      (14.1)     30.2
AUTOZONE INC      AZO US       7,023.4   (1,721.2)   (962.6)
AUTOZONE INC      AZ5 TH       7,023.4   (1,721.2)   (962.6)
AUTOZONE INC      AZ5 GR       7,023.4   (1,721.2)   (962.6)
BARRACUDA NETWOR  7BM GR         236.2      (90.1)    (66.5)
BARRACUDA NETWOR  CUDA US        236.2      (90.1)    (66.5)
BERRY PLASTICS G  BERY US      5,264.0     (183.0)    681.0
BERRY PLASTICS G  BP0 GR       5,264.0     (183.0)    681.0
BRP INC/CA-SUB V  BRPIF US     1,875.1      (63.7)    116.5
BRP INC/CA-SUB V  B15A GR      1,875.1      (63.7)    116.5
BRP INC/CA-SUB V  DOO CN       1,875.1      (63.7)    116.5
BURLINGTON STORE  BUI GR       2,980.9     (215.8)    145.9
BURLINGTON STORE  BURL US      2,980.9     (215.8)    145.9
CABLEVISION SY-A  CVC US       6,591.1   (5,274.3)    283.4
CABLEVISION SY-A  CVY GR       6,591.1   (5,274.3)    283.4
CAESARS ENTERTAI  C08 GR      26,096.4   (1,496.8)    626.7
CAESARS ENTERTAI  CZR US      26,096.4   (1,496.8)    626.7
CANNAVEST CORP    0VE GR          10.7       (0.2)     (1.3)
CANNAVEST CORP    CANV US         10.7       (0.2)     (1.3)
CAPMARK FINANCIA  CPMK US     20,085.1     (933.1)      -
CC MEDIA-A        CCMO US     15,097.3   (8,696.6)    753.7
CELLADON CORP     CLDN US         24.6      (44.3)     20.1
CELLADON CORP     72C GR          24.6      (44.3)     20.1
CENTENNIAL COMM   CYCL US      1,480.9     (925.9)    (52.1)
CENVEO INC        CVO US       1,238.5     (473.0)    143.1
CHOICE HOTELS     CHH US         539.9     (464.2)     84.3
CHOICE HOTELS     CZH GR         539.9     (464.2)     84.3
CIENA CORP        CIEN US      1,802.8      (82.7)    780.7
CIENA CORP        CIE1 TH      1,802.8      (82.7)    780.7
CIENA CORP        CIEN TE      1,802.8      (82.7)    780.7
CIENA CORP        CIE1 GR      1,802.8      (82.7)    780.7
CINCINNATI BELL   CBB US       2,107.3     (676.7)     (3.2)
CYTORI THERAPEUT  CYTX US         35.2       (3.2)      5.4
DIRECTV           DTV US      21,905.0   (6,169.0)   (577.0)
DIRECTV           DTV CI      21,905.0   (6,169.0)   (577.0)
DIRECTV           DIG1 GR     21,905.0   (6,169.0)   (577.0)
DOMINO'S PIZZA    DPZ US         468.5   (1,322.2)     76.9
DOMINO'S PIZZA    EZV TH         468.5   (1,322.2)     76.9
DOMINO'S PIZZA    EZV GR         468.5   (1,322.2)     76.9
DUN & BRADSTREET  DNB US       1,849.9   (1,206.3)   (128.9)
DUN & BRADSTREET  DB5 TH       1,849.9   (1,206.3)   (128.9)
DUN & BRADSTREET  DB5 GR       1,849.9   (1,206.3)   (128.9)
EASTMAN KODAK CO  KODN GR      3,815.0   (3,153.0)   (785.0)
EASTMAN KODAK CO  KODK US      3,815.0   (3,153.0)   (785.0)
EDGEN GROUP INC   EDG US         883.8       (0.8)    409.2
EGALET CORP       EGLT US         14.4       (1.5)     (3.1)
ELEVEN BIOTHERAP  EBIO US          5.1       (6.1)     (2.9)
EMPIRE STATE -ES  ESBA US      1,122.2      (31.6)   (925.9)
EMPIRE STATE-S60  OGCP US      1,122.2      (31.6)   (925.9)
ENDURANCE INTERN  EI0 GR       1,519.2      (20.5)   (180.2)
ENDURANCE INTERN  EIGI US      1,519.2      (20.5)   (180.2)
ENTRAVISION CO-A  EV9 GR         448.7       (5.5)     70.2
ENTRAVISION CO-A  EVC US         448.7       (5.5)     70.2
FAIRPOINT COMMUN  FRP US       1,592.6     (406.7)     30.0
FATE THERAPEUTIC  FATE US         23.0       (9.9)      9.9
FERRELLGAS-LP     FGP US       1,441.3     (134.9)    (55.6)
FERRELLGAS-LP     FEG GR       1,441.3     (134.9)    (55.6)
FREESCALE SEMICO  1FS GR       3,047.0   (4,594.0)  1,133.0
FREESCALE SEMICO  1FS TH       3,047.0   (4,594.0)  1,133.0
FREESCALE SEMICO  FSL US       3,047.0   (4,594.0)  1,133.0
GAWK INC          GAWK US          0.0       (0.0)     (0.0)
GLG PARTNERS INC  GLG US         400.0     (285.6)    156.9
GLG PARTNERS-UTS  GLG/U US       400.0     (285.6)    156.9
GLOBAL BRASS & C  BRSS US        592.5       (8.9)    307.1
GLOBAL BRASS & C  6GB GR         592.5       (8.9)    307.1
GRAHAM PACKAGING  GRM US       2,947.5     (520.8)    298.5
HALOZYME THERAPE  HALO US        101.8      (20.0)     69.7
HALOZYME THERAPE  HALOZ GR       101.8      (20.0)     69.7
HCA HOLDINGS INC  2BH TH      28,831.0   (6,928.0)  2,342.0
HCA HOLDINGS INC  HCA US      28,831.0   (6,928.0)  2,342.0
HCA HOLDINGS INC  2BH GR      28,831.0   (6,928.0)  2,342.0
HD SUPPLY HOLDIN  5HD GR       6,518.0     (698.0)  1,346.0
HD SUPPLY HOLDIN  HDS US       6,518.0     (698.0)  1,346.0
HOVNANIAN ENT-A   HO3 GR       1,787.3     (456.1)  1,131.9
HOVNANIAN ENT-A   HOV US       1,787.3     (456.1)  1,131.9
HOVNANIAN ENT-B   HOVVB US     1,787.3     (456.1)  1,131.9
HOVNANIAN-A-WI    HOV-W US     1,787.3     (456.1)  1,131.9
HUGHES TELEMATIC  HUTC US        110.2     (101.6)   (113.8)
HUGHES TELEMATIC  HUTCU US       110.2     (101.6)   (113.8)
INCYTE CORP       ICY TH         629.6     (193.1)    447.8
INCYTE CORP       ICY GR         629.6     (193.1)    447.8
INCYTE CORP       INCY US        629.6     (193.1)    447.8
INFOR US INC      LWSN US      6,515.2     (555.7)   (303.6)
IPCS INC          IPCS US        559.2      (33.0)     72.1
ISTA PHARMACEUTI  ISTA US        124.7      (64.8)      2.2
JUST ENERGY GROU  JE CN        1,543.7     (199.3)    (12.4)
JUST ENERGY GROU  JE US        1,543.7     (199.3)    (12.4)
JUST ENERGY GROU  1JE GR       1,543.7     (199.3)    (12.4)
KATE SPADE & CO   LIZ GR         977.5      (32.5)    206.5
KATE SPADE & CO   KATE US        977.5      (32.5)    206.5
L BRANDS INC      LB US        6,636.0     (820.0)    846.0
L BRANDS INC      LTD TH       6,636.0     (820.0)    846.0
L BRANDS INC      LTD GR       6,636.0     (820.0)    846.0
LDR HOLDING CORP  LDRH US         77.7       (7.2)     10.3
LEE ENTERPRISES   LE7 GR         820.2     (157.4)      9.9
LEE ENTERPRISES   LEE US         820.2     (157.4)      9.9
LORILLARD INC     LLV GR       3,536.0   (2,064.0)  1,085.0
LORILLARD INC     LO US        3,536.0   (2,064.0)  1,085.0
LORILLARD INC     LLV TH       3,536.0   (2,064.0)  1,085.0
MACROGENICS INC   MGNX US         42.0       (4.0)     11.7
MACROGENICS INC   M55 GR          42.0       (4.0)     11.7
MALIBU BOATS-A    M05 GR          57.2      (32.5)     (2.0)
MALIBU BOATS-A    MBUU US         57.2      (32.5)     (2.0)
MANNKIND CORP     NNF1 TH        258.6      (30.7)    (51.5)
MANNKIND CORP     NNF1 GR        258.6      (30.7)    (51.5)
MANNKIND CORP     MNKD US        258.6      (30.7)    (51.5)
MARRIOTT INTL-A   MAR US       6,794.0   (1,415.0)   (772.0)
MARRIOTT INTL-A   MAQ TH       6,794.0   (1,415.0)   (772.0)
MARRIOTT INTL-A   MAQ GR       6,794.0   (1,415.0)   (772.0)
MDC PARTNERS-A    MDZ/A CN     1,365.7      (40.1)   (211.1)
MDC PARTNERS-A    MDCA US      1,365.7      (40.1)   (211.1)
MDC PARTNERS-A    MD7A GR      1,365.7      (40.1)   (211.1)
MERITOR INC       AID1 GR      2,497.0     (808.0)    337.0
MERITOR INC       MTOR US      2,497.0     (808.0)    337.0
MERRIMACK PHARMA  MACK US        224.2      (16.6)    139.4
MERRIMACK PHARMA  MP6 GR         224.2      (16.6)    139.4
MIRATI THERAPEUT  26M GR          18.5      (24.3)    (25.3)
MIRATI THERAPEUT  MRTX US         18.5      (24.3)    (25.3)
MONEYGRAM INTERN  MGI US       4,786.9      (77.0)     85.2
MORGANS HOTEL GR  M1U GR         572.8     (172.9)      6.5
MORGANS HOTEL GR  MHGC US        572.8     (172.9)      6.5
MPG OFFICE TRUST  MPG US       1,280.0     (437.3)      -
NATIONAL CINEMED  NCMI US      1,067.3     (146.1)    134.0
NATIONAL CINEMED  XWM GR       1,067.3     (146.1)    134.0
NAVISTAR INTL     IHR TH       7,654.0   (3,877.0)    645.0
NAVISTAR INTL     IHR GR       7,654.0   (3,877.0)    645.0
NAVISTAR INTL     NAV US       7,654.0   (3,877.0)    645.0
NEKTAR THERAPEUT  NKTR US        434.5      (89.9)    159.7
NEKTAR THERAPEUT  ITH GR         434.5      (89.9)    159.7
NORCRAFT COS INC  6NC GR         265.0       (6.1)     47.7
NORCRAFT COS INC  NCFT US        265.0       (6.1)     47.7
NORTHWEST BIO     NWBO US          7.6      (14.3)     (9.7)
NORTHWEST BIO     NBYA GR          7.6      (14.3)     (9.7)
NYMOX PHARMACEUT  NYMX US          1.1       (5.9)     (2.3)
OCI PARTNERS LP   OCIP US        460.3      (98.7)     79.8
OCI PARTNERS LP   OP0 GR         460.3      (98.7)     79.8
OMEROS CORP       OMER US         12.0      (23.9)     (1.6)
OMEROS CORP       3O8 GR          12.0      (23.9)     (1.6)
OMTHERA PHARMACE  OMTH US         18.3       (8.5)    (12.0)
PALM INC          PALM US      1,007.2       (6.2)    141.7
PHILIP MORRIS IN  4I1 GR      38,168.0   (6,274.0)   (214.0)
PHILIP MORRIS IN  PMI SW      38,168.0   (6,274.0)   (214.0)
PHILIP MORRIS IN  PM US       38,168.0   (6,274.0)   (214.0)
PHILIP MORRIS IN  PM FP       38,168.0   (6,274.0)   (214.0)
PHILIP MORRIS IN  4I1 TH      38,168.0   (6,274.0)   (214.0)
PHILIP MORRIS IN  PM1CHF EU   38,168.0   (6,274.0)   (214.0)
PHILIP MORRIS IN  PM1EUR EU   38,168.0   (6,274.0)   (214.0)
PHILIP MORRIS IN  PM1 TE      38,168.0   (6,274.0)   (214.0)
PLAYBOY ENTERP-A  PLA/A US       165.8      (54.4)    (16.9)
PLAYBOY ENTERP-B  PLA US         165.8      (54.4)    (16.9)
PLY GEM HOLDINGS  PG6 GR       1,088.3      (37.7)    212.1
PLY GEM HOLDINGS  PGEM US      1,088.3      (37.7)    212.1
PROTALEX INC      PRTX US          1.2       (8.6)      0.6
PROTECTION ONE    PONE US        562.9      (61.8)     (7.6)
QUALITY DISTRIBU  QDZ GR         427.2      (56.3)     88.8
QUALITY DISTRIBU  QLTY US        427.2      (56.3)     88.8
QUINTILES TRANSN  Q US         3,066.8     (667.5)    463.4
QUINTILES TRANSN  QTS GR       3,066.8     (667.5)    463.4
RE/MAX HOLDINGS   2RM GR         252.0      (22.5)     39.1
RE/MAX HOLDINGS   RMAX US        252.0      (22.5)     39.1
REGAL ENTERTAI-A  RGC US       2,704.7     (715.3)    (41.3)
REGAL ENTERTAI-A  RETA GR      2,704.7     (715.3)    (41.3)
RENAISSANCE LEA   RLRN US         57.0      (28.2)    (31.4)
RENTPATH INC      PRM US         208.0      (91.7)      3.6
RETROPHIN INC     RTRX US         21.4       (5.8)    (10.3)
RETROPHIN INC     17R GR          21.4       (5.8)    (10.3)
REVANCE THERAPEU  RVNC US         18.9      (23.7)    (28.6)
REVANCE THERAPEU  RTI GR          18.9      (23.7)    (28.6)
REVLON INC-A      RVL1 GR      2,123.9     (596.5)    246.4
REVLON INC-A      REV US       2,123.9     (596.5)    246.4
RITE AID CORP     RTA GR       7,138.2   (2,228.8)  1,881.2
RITE AID CORP     RAD US       7,138.2   (2,228.8)  1,881.2
RURAL/METRO CORP  RURL US        303.7      (92.1)     72.4
SALLY BEAUTY HOL  S7V GR       2,060.1     (291.2)    689.5
SALLY BEAUTY HOL  SBH US       2,060.1     (291.2)    689.5
SILVER SPRING NE  9SI GR         516.4      (78.1)     95.5
SILVER SPRING NE  9SI TH         516.4      (78.1)     95.5
SILVER SPRING NE  SSNI US        516.4      (78.1)     95.5
SMART TECHNOL-A   SMA CN         374.2      (29.4)     71.6
SMART TECHNOL-A   SMT US         374.2      (29.4)     71.6
SUNESIS PHARMAC   RYIN TH         40.5       (6.2)      6.5
SUNESIS PHARMAC   RYIN GR         40.5       (6.2)      6.5
SUNESIS PHARMAC   SNSS US         40.5       (6.2)      6.5
SUNGAME CORP      SGMZ US          0.1       (2.2)     (2.3)
SUPERVALU INC     SJ1 GR       4,711.0     (983.0)    272.0
SUPERVALU INC     SJ1 TH       4,711.0     (983.0)    272.0
SUPERVALU INC     SVU US       4,711.0     (983.0)    272.0
SUPERVALU INC     SVU* MM      4,711.0     (983.0)    272.0
TANDEM DIABETES   TNDM US         48.6       (2.8)     13.8
TANDEM DIABETES   TD5 GR          48.6       (2.8)     13.8
TAUBMAN CENTERS   TCO US       3,506.2     (215.7)      -
TAUBMAN CENTERS   TU8 GR       3,506.2     (215.7)      -
THRESHOLD PHARMA  THLD US        104.1      (23.5)     59.0
THRESHOLD PHARMA  NZW1 GR        104.1      (23.5)     59.0
TOWN SPORTS INTE  CLUB US        413.8      (43.5)     27.8
TOWN SPORTS INTE  T3D GR         413.8      (43.5)     27.8
TRANSDIGM GROUP   TDG US       6,292.5     (234.2)    882.4
TRANSDIGM GROUP   T7D GR       6,292.5     (234.2)    882.4
ULTRA PETROLEUM   UPM GR       2,785.3     (331.5)   (278.8)
ULTRA PETROLEUM   UPL US       2,785.3     (331.5)   (278.8)
UNISYS CORP       USY1 GR      2,510.0     (663.9)    516.0
UNISYS CORP       UISCHF EU    2,510.0     (663.9)    516.0
UNISYS CORP       UISEUR EU    2,510.0     (663.9)    516.0
UNISYS CORP       UIS US       2,510.0     (663.9)    516.0
UNISYS CORP       UIS1 SW      2,510.0     (663.9)    516.0
UNISYS CORP       USY1 TH      2,510.0     (663.9)    516.0
VARONIS SYSTEMS   VS2 GR          33.7       (1.5)      1.8
VARONIS SYSTEMS   VRNS US         33.7       (1.5)      1.8
VECTOR GROUP LTD  VGR GR       1,260.2      (21.6)    183.3
VECTOR GROUP LTD  VGR US       1,260.2      (21.6)    183.3
VENOCO INC        VQ US          695.2     (258.7)    (39.2)
VERISIGN INC      VRSN US      2,660.8     (423.6)   (226.0)
VERISIGN INC      VRS GR       2,660.8     (423.6)   (226.0)
VERISIGN INC      VRS TH       2,660.8     (423.6)   (226.0)
VINCE HOLDING CO  VNCE US        470.3     (181.2)   (158.1)
VINCE HOLDING CO  VNC GR         470.3     (181.2)   (158.1)
VIRGIN MOBILE-A   VM US          307.4     (244.2)   (138.3)
VISKASE COS I     VKSC US        346.7      (16.3)    106.1
WEIGHT WATCHERS   WW6 GR       1,408.9   (1,474.6)    (30.1)
WEIGHT WATCHERS   WW6 TH       1,408.9   (1,474.6)    (30.1)
WEIGHT WATCHERS   WTW US       1,408.9   (1,474.6)    (30.1)
WEST CORP         WSTC US      3,486.3     (740.2)    363.9
WEST CORP         WT2 GR       3,486.3     (740.2)    363.9
WESTMORELAND COA  WLB US         939.8     (280.3)      4.1
WESTMORELAND COA  WME GR         939.8     (280.3)      4.1
WIRELESS ATTACHM  WRSS US          0.0       (0.0)      0.0
XERIUM TECHNOLOG  XRM US         626.9      (25.4)    128.4
XERIUM TECHNOLOG  TXRN GR        626.9      (25.4)    128.4
XOMA CORP         XOMA TH        134.8       (4.0)     97.4
XOMA CORP         XOMA GR        134.8       (4.0)     97.4
XOMA CORP         XOMA US        134.8       (4.0)     97.4
YRC WORLDWIDE IN  YEL1 GR      2,064.9     (597.4)    213.3
YRC WORLDWIDE IN  YEL1 TH      2,064.9     (597.4)    213.3
YRC WORLDWIDE IN  YRCW US      2,064.9     (597.4)    213.3
ZOGENIX INC       ZGNX US         54.6      (13.9)      3.1




                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com by e-mail.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to the nation's bankruptcy courts.  The
list includes links to freely downloadable of these small-dollar
petitions in Acrobat PDF documents.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2014.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


                  *** End of Transmission ***