TCR_Public/140320.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, March 20, 2014, Vol. 18, No. 78

                            Headlines

AIR CANADA: S&P Raises CCR to 'B' on Improved Financial Metrics
ARCHETYPE INC: Sold in January, Dismissed in February
ASHLEY STEWART: Has Interim OK to Tap $17.5MM in DIP Loans
ASHLEY STEWART: To Conduct Store Closing Sales in 27 Locations
ASPECT SOFTWARE: S&P Affirms 'B-' CCR & Revises Outlook to Neg.

AURICO GOLD: Moody's Assigns B3 Rating on $315MM 2nd Lien Notes
BAUER PERFORMANCE: Moody's Assigns B1 CFR & Rates $450MM Debt B2
BAUER PERFORMANCE: S&P Assigns 'B+' CCR & Rates $450MM Loan 'B+'
BEECHCRAFT HOLDINGS: S&P Withdraws 'B+' CCR After Acquisition
BELFOR USA: Moody's Assigns Ba3 Rating on $75MM Add-on Term Loan

BELFOR USA: S&P Retains 'BB-' CCR Following $75MM Loan Add-On
BERNARD L. MADOFF: Case Involving Employees Heads to Jury
BERNARD L. MADOFF: Says Wall Street Fraud Impossible in 2007 Video
BIG HEART: Fitch Affirms 'B' IDR & Rates $225MM Loan 'BB'
BROCK HOLDINGS: S&P Revises Outlook to Stable & Affirms 'B' Rating

BUILDING #19: Defends Bid for Continued Cash Collateral Access
CATALINA MARKETING: S&P Affirms 'B' CCR; Outlook Stable
CARTONERA QUEBRADILLANA: CRIM's Claim Allowed in Full
CENTURY PLAZA: Wants Tampa Enterprises to Respond to Discovery
CEVA GROUP: Obtains Requisite Consents to Amend Indentures

CHECKOUT HOLDING: Moody's Lowers Corporate Family Rating to B3
CLI HOLDINGS: Alydian's Chapter 11 Dismissed After Suit Settles
CLUB AT SHENANDOAH: Court Wants Plan Filed by May 2
COMMACK HOSPITALITY: Files Ch. 11 Plan & Disclosure Statement
COMMACK HOSPITALITY: Employs Cole Schotz as Bankruptcy Counsel

CONNECTICUT STUDIOS: dck to Auction Off Collateral on March 31
COOPER-BOOTH: Hearing on NY Claim Objection Continued to April 1
COVENTRY FIRE DISTRICT: Officials Seek Budget Commission Oversight
CRC HEALTH: S&P Affirms 'B' CCR & Rates $65MM Revolver 'B'
CROSSON OIL: Voluntary Chapter 11 Case Summary

DASA ENTERPRISES: Voluntary Chapter 11 Case Summary
DECORO USA: IRS's Amended Claim Disallowed
DETROIT, MI: Bond Insurer Files Suit v. City in Setback for Plan
DUFFIELD ENTERPRISES: Case Summary & 3 Top Unsecured Creditors
EDISON MISSION: Sees Bankruptcy Exit in April 2014

EDISON MISSION: Fitch Comments on EIX Exposure to EME Insolvency
EL PASO PIPELINE: Moody's Affirms 'Ba1' CFR, Outlook Stable
EMPIRE GENERATING: S&P Assigns 'B+' Rating to Credit Facilities
EMPRESAS INTEREX: Has Deal to Settle CRIM's Claim
EZE CASTLE: Plans to Amend Debt No Impact on Moody's B2 CFR

EZE CASTLE: S&P Affirms 'B' CCR & Rates $380MM Sr. Loan 'B+'
FIRST CASH: S&P Assigns 'BB-' ICR; Outlook Stable
FLEXERA SOFTWARE: S&P Lowers CCR to 'B' on Dividend Recap
FREEDOM INDUSTRIES: Withdraws Motion to Incur Postpetition Loan
FREEDOM INDUSTRIES: Panel Asks Court to Clarify Disclosure Matters

FREEDOM INDUSTRIES: Parties Granted Access to Incident Site
FREEDOM INDUSTRIES: Vestige Okayed to Retrieve & Preserve Evidence
FREEDOM INDUSTRIES: Court Order to Help Grand Jury Probe
FREEDOM INDUSTRIES: President Seeks Pay Approval, Suit Protection
GENERAL MOTORS: Recalls 1.7 Million More Vehicles

GOLDKING HOLDINGS: Panel Favored Brinkman, Snubbed Local Firms?
GOLDKING HOLDINGS: Panel May Hire Okin as Local Counsel
GREEN FIELD: Gordon Brothers Gets Court Okay to Sell Assets
GUITAR CENTER: Ares Management in Talks to Take Over
HAYDEL PROPERTIES: Gets Approval to Hire Carlton as Broker

HCR HEALTHCARE: S&P Revises Outlook to Neg. & Affirms 'B' CCR
HERCULES, CA: May Default Electric Revenue Bonds if Tender Fails
JACOBY & MEYERS: Creditors Seek Bankruptcy for Failed Firm
JASON INC: S&P Puts 'B+' CCR on CreditWatch Negative
JOHN'S FAMILY: Case Summary & 2 Largest Unsecured Creditors

LEE ENTERPRISES: Moody's Assigns 'B3' Corp. Family Rating
LEHMAN BROTHERS: Citigroup, Barclays Settle Suit Over Losses
LEHMAN BROTHERS: Repo Customers Don't Have Customer Claims
LEHMAN BROTHERS: Fed Failed to See Fallout, Transcripts Show
LEHMAN BROTHERS: Loses Contract Suit Over $29-Mil. in Dividends

LINEAGE LOGISTICS: Moody's Affirms B3 CFR; Outlook Stable
LINEAGE LOGISTICS: S&P Affirms 'B' CCR & Rates $600MM Loan 'B'
LONGVIEW POWER: Foster Wheeler Wants to File Reply Under Seal
LOS GATOS HOTEL: Court Okays Eastdil as Real Estate Broker
MASON COPPELL: Case Summary & 20 Largest Unsecured Creditors

MATTRESS FIRM: Moody's Affirms B2 Corp. Family Rating
MEDAILLE COLLEGE: S&P Revises Outlook & Affirms 'BB+' Rating
METROGAS SA: Justices Keep Courts' Arbitration Role In Check
MFM DELAWARE: Asks for Extension of Time to Assume or Reject Lease
MONTREAL MAINE: XL Insurance Willing to Pay $25MM for Disaster

NAVISTAR INTERNATIONAL: S&P Assigns 'CCC-' Rating to $350MM Notes
OCEANSIDE MILE: Withdraws Bid to Hire GlassRatner as Advisor
OCEANSIDE MILE: Gets Okay to Employ Creim Macias Koenig
OMAR SPAHI: Calif. App. Court Reverses Ruling in Spahi Dispute
ORECK CORP: Seeks Court Approval to Settle Claims of Consumers

PRIME TIME: Cigar Maker Files for Chapter 11 Bankruptcy
PROSPECT PARK: Meeting to Form Creditors' Panel on March 24
PROSPECT SQUARE: Claims Bar Date Set for April 24
QUIZNOS: Avenue Capital, Fortress Accuse Former Owners of Fraud
RENT-A-CENTER INC: S&P Retains 'BB' CCR Over Reduced Term Loan B

ROGERS BANCSHARES: Disclosure Statement Hearing on April 4
SAUK PRAIRIE: Moody's Rates $38MM Bonds 'Ba1'; Outlook Negative
SENTINEL MANAGEMENT: Ex-Trader Implicates CEO at $500M Fraud Trial
SES INTERMEDIATE: Moody's Puts 'B1' CFR on Review for Upgrade
SES INTERMEDIATE: S&P Raises CCR to 'B+'; Outlook Stable

SHELBOURNE NORTH WATER: Parties Allowed to Intervene
SHIVSHANKAR PARTNERSHIP: Files Chapter 11 to Avoid Foreclosure
SIMPLEXITY LLC: Files Bankruptcy After Firing Employees
SPARTACUS MERGER: Moody's Assigns 'B2' Corp. Family Rating
SPIG INDUSTRY: US Trustee Wants Chapter 7 Conversion

ST. VINCENT'S: Judge Lifts Stay For $30MM In AIG Arbitration
TCC INDUSTRIES: Bankruptcy Trustee Recovers Additional Assets
TERESA GIUDICE: Pleads Guilty To Fraud Charges
THINKFILM LLC: Investor Fights Arbitration Bid Over $590MM Loans
TLC HEALTH: Sec. 341 Creditors' Meeting Set for May 12

TRAVELCLICK INC: Buyout Plan No Impact on Moody's B2 CFR
VILLAGE AT KNAPP'S: Withdraws Motion to Use Cash Collateral
WASHINGTON MUTUAL: D&O Insurers Urge Del. High Court to Junk Suit
WILLIAMS COMPANIES: Fitch Affirms 'BB' Sub. Debentures Rating
WIRELESS CAPITAL: Fitch Affirms BB- Rating on Class 2013-1B Notes

WL HOMES: To Pay $1MM to Settle WARN Suit
YELLOWSTONE MOUNTAIN: Blixseth Could Be Jailed for Contempt

* Pa. Atty Gets Year In Jail For Role In $14M Mortgage Fraud
* Citi Unit's Troubles Multiply as Subpoenas Follow Fraud

* Fed Lifts Veil Slowly on Bank Oversight in Era of Transparency
* IRS 'Gap Interest' Suit Is Bogus, Bankrupt Atty Says
* FTC Sued Several Collection Agencies for Abusive Tactics

* PNC Gets Subpoenas on Payment-Processing, Mortgage-Lending Ways
* Whistleblower Ruling Means New Risks for Private Companies
* Consumer Spending in U.S. Rose More Than Forecast in January

* Bret Madole Joins Carrington Coleman's Corporate Practice
* Dorsey Partner Annette Jarvis Bags Durham Public Service Award

* Recent Small-Dollar & Individual Chapter 11 Filings


                             *********


AIR CANADA: S&P Raises CCR to 'B' on Improved Financial Metrics
---------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its long-term
corporate credit rating on Montreal-based Air Canada to 'B' from
'B-'.  The outlook is stable.

At the same time, Standard & Poor's raised its issue-level ratings
on Air Canada's rated debt by one notch.  The '1' recovery rating
on the first-lien senior debt and the '5' recovery rating on its
second-lien debt are unchanged.

"We base the upgrade on the company's financial metrics, which
have markedly improved as a result of significantly reduced
leverage largely related to the company's Canadian registered
pension plans being in a small surplus position as of Jan. 1,
2014," said Standard & Poor's credit analyst Jamie Koutsoukis.

The long-term rating on Air Canada reflects what Standard & Poor's
views as the company's "weak" business risk profile and "highly
leveraged" financial risk profile.  S&P views the industry risk as
"high" and the country risk as "low."

Air Canada is Canada's largest domestic and international full-
service airline.  The company is also the 15th-largest commercial
airline in the world, serving more than 35 million customers
annually.  As of Dec. 31, 2013, Air Canada operated a mainline
fleet of 183 aircraft.  In addition, it has capacity purchase
agreements with regional airlines that operate under Air Canada
Express and in 2013 it launched Air Canada Rouge, a leisure
carrier and a wholly owned subsidiary of Air Canada.

The stable outlook reflects S&P's expectation that Air Canada's
financial risk profile will remain relatively consistent through
2014, despite incremental debt to fund new aircraft deliveries.
Furthermore, it incorporates S&P's expectation that Air Canada
will continue to benefit from the airline industry's generally
favorable revenue environment.

S&P could lower the ratings if economic growth is weaker than it
expect, fuel prices increase substantially, or the company's heavy
capital spending results in debt to EBITDA increasing to above
6.5x on a sustained basis.

Although S&P considers an upgrade unlikely in the near term, it
could raise the ratings if debt reduction and rising cash flow
result in funds from operations to debt above 12% and total debt
to EBITDA below 5.0x.  Alternatively, S&P could raise the rating
if it reassess its view of Air Canada's business risk profile,
based on consistent and improved margins, to "fair" from the
current "weak" assessment.


ARCHETYPE INC: Sold in January, Dismissed in February
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that AI Liquidation Co., known as Archetype Inc. before
its assets were sold in January, is no longer in bankruptcy.

The bankruptcy judge in Delaware dismissed the Chapter 11 case on
Feb. 28 after it was sold to founder Christina Carlino in exchange
for $7.33 million in secured notes. She also provided $1.25
million in financing for the Chapter 11 effort, which began
Nov. 1, the report said.

The sale didn't involve enough cash to complete even a liquidating
Chapter 11 plan, the report added.  Expenses of the case were
being paid, according to a court filing.

                       About Archetype Inc.

Archetype Inc., now known as AI Liquidation Co., the creator of a
Web site that delivers personalized content to users derived from
their individual "personas" based on Carl Jung's philosophy of
archetypes, sought bankruptcy protection (Bankr. D. Del. Case No.
13-bk-12874) on Nov. 1, 2013, after a fundraising effort failed.

The New York-based company estimated debt of as much as $50
million and assets of as much as $10 million.

Archetype was forced to enter bankruptcy after a liquidity crisis
left it unable to and pay debt and fund operations.

Archetype, which was listed as one of Time Inc.'s 10 New York
startups to watch in 2013, attempted to generate $20 million
through an equity offering earlier this year.

Cristina Carlino, the founder of Philosophy Inc., the maker of the
eponymous cosmetic products line, owns most of Archetype's equity
and debt.  Carlino is also the company's executive chairman.

The Debtor is represented by Robert W. Mallard, Esq., at Dorsey &
Whitney (Delaware) LLP, in Wilmington, Delaware.


ASHLEY STEWART: Has Interim OK to Tap $17.5MM in DIP Loans
----------------------------------------------------------
Judge Michael B. Kaplan of the U.S. Bankruptcy Court for the
District of New Jersey gave Ashley Stewart Holdings, Inc., et al.,
interim authority to (i) obtain up to an aggregate amount of
$17,500,000 of postpetition financing from Salus Capital Partners,
LLC, as administrative and collateral agent for the DIP Lenders,
and (ii) use cash collateral securing their prepetition
indebtedness.

The final hearing to consider entry of the final order and final
approval of the DIP Facility is scheduled for April 1, 2014, at
1:00 p.m. (ET).  Objections are due March 25.

A full-text copy of the Interim DIP Order with Budget is available
at http://bankrupt.com/misc/ASHLEYdipord0312.pdf

                       About Ashley Stewart

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: To Conduct Store Closing Sales in 27 Locations
--------------------------------------------------------------
Judge Michael B. Kaplan of the U.S. Bankruptcy Court for the
District of New Jersey authorized Ashley Stewart Holdings, Inc.,
et al., to conduct store closing sales at 27 locations around the
United States in accordance with a consulting agreement with
Gordon Brothers Retail Partners, LLC.

Pursuant to the consulting agreement, the store closing sales
commenced on March 10 and will terminate no later than March 20.
All expenses incident to the conduct of the sale and the operation
of the stores during the sale term will be borne by New Ashley
Stewart, LLC, as merchant.  Gordon Brothers will be paid a fee
equal to 1.25% of the gross proceeds of all sales of the
merchandise made in the store during the sale term.

The Debtors also obtained Court authority to reject the unexpired
leases of non-residential real property used in the 27 locations
to be closed.  The 27 leases are deemed rejected as of the earlier
of (i) March 31, 2014 and (ii) the date the property is
surrendered and actually abandoned by the Debtors unless premises
are surrendered after March 31, 2014, in which case the rejection
will be effective as of the date the premises are surrendered.

                       About Ashley Stewart

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.


ASPECT SOFTWARE: S&P Affirms 'B-' CCR & Revises Outlook to Neg.
---------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B-'
corporate credit rating on Chelmsford, Mass.-based Aspect Software
Inc. and revised the outlook to negative from stable.

At the same time, S&P affirmed its 'B' issue-level rating on the
company's first-lien credit facilities.  The recovery rating is
unchanged at '2', reflecting S&P's expectation for substantial
recovery (70% to 90%) in the event of payment default.  S&P also
affirmed its 'CCC+' issue level rating on the company's second-
lien notes with a recovery rating of '5', indicating its
expectation for modest recovery (10% to 30%) in the event of
payment default.

"The rating on Aspect Software reflects its 'highly leveraged'
financial risk profile and its 'less than adequate' liquidity, due
to its tightening covenant cushion," said Standard & Poor's credit
analyst Katarzyna Nolan.

"In addition, we view the company's business risk profile as
"weak," reflecting its modest overall market position,
vulnerability to competition from larger and more diversified
companies, and its only recently stabilized revenue following the
negative sequential trend in quarterly and annual revenue.  These
factors are partially offset by the company's significant
recurring revenue base, leading market position in workforce
optimization, and recent strategic initiatives and restructuring
efforts," S&P noted.

The negative outlook reflects S&P's expectation that the company
may not be able to comply with its total leverage covenant due to
the upcoming covenant step-downs.  However, S&P also believes that
recently improved operating performance may better position the
company to refinance its debt or reset its covenants in the near
term.

S&P could lower the rating if the company is not able to amend its
existing credit agreement over the next one to two quarters and
restore an adequate covenant cushion.

S&P could revise the outlook to stable if covenants are amended,
such that covenant cushion of more than 10% is restored.


AURICO GOLD: Moody's Assigns B3 Rating on $315MM 2nd Lien Notes
---------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to AuRico Gold
Inc.'s US$315 million second lien senior secured notes, due 2020.
The issue replaces the company's previously proposed US $300
million senior unsecured notes, for which the associated B3 rating
has been withdrawn. AuRico's B2 Corporate Family rating (CFR), B2-
PD Probability of Default rating, SGL-3 speculative grade
liquidity rating and stable outlook remain unchanged.

Assignments:

2nd Lien Senior Secured Notes, Assigned B3, LGD5, 70%

Withdrawals:

Senior Unsecured Notes, Withdrawn, previously rated B3, LGD 5,
71%

Ratings Rationale

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

The notes have been rated at one level below the CFR to reflect
their subordination to potential usage under the first lien senior
secured revolver (unrated).

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

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


BAUER PERFORMANCE: Moody's Assigns B1 CFR & Rates $450MM Debt B2
----------------------------------------------------------------
Moody's Investors Service assigned an initial B1 Corporate Family
Rating and a B1-PD probability of default rating to Bauer
Performance Sports Limited ("BPS"). Moody's also assigned a B2
rating to BPS's new $450 million senior secured term loan and an
SGL 2 speculative grade liquidity rating. The outlook is stable.

Proceeds from the term loan will be used to repay existing debt,
acquire the baseball/softball business of Easton-Bell and pay
transaction fees and other expenses. BPS announced last month that
it had entered into an agreement with Easton-Bell to buy its
Baseball/Softball business for $330 million in cash.

"The baseball/softball acquisition significantly increases BPS's
revenue to around $600 million from about $400 million," said
Kevin Cassidy, Senior Credit Officer at Moody's Investors Service.
"After it absorbs the Easton acquisition, we think Bauer will look
to make additional acquisitions in high performance sporting goods
equipment and apparel capitalizing on its strong brand awareness
and performance sports platform," he noted. This debt funded
transaction will increase leverage above 5 times. While leverage
is likely to stay elevated for the next year or so, we think
leverage will be sustained below 5 times beyond fiscal 2015. While
this acquisition is Bauer's largest, and therefore, comes with the
most risk, the fact that Bauer has a history of successfully
integrating acquisitions helps mitigate integration risk.

Interest coverage is solid at around 3.5 times. "However we think
interest coverage could decrease between a quarter and a half turn
for every 100 basis point increase in the interest rate," added
Cassidy.

The following ratings were assigned:

Issuer: Bauer Performance Sports Ltd.

Corporate Family Rating at B1;

Probability of Default Rating at B1-PD;

$450 million Term Loan B rating at B2 (LGD 4, 66%);

Speculative Grade Liquidity Rating at SGL 2

Ratings Rationale

BPS's B1 Corporate Family Rating reflects its modest size with pro
forma revenue around $600 million, narrow product focus in sports
equipment and apparel, moderately high leverage of over 5 times,
and its acquisitive nature. The rating also reflects BPS's strong
brand awareness among action sport enthusiasts and the general
stability of demand during periods of economic stress. Strong
EBITA margins of around 15%, solid interest coverage of over 3
times together with our expectation of around $30 to $40 million
of free cash flow help to support the rating, but better than
typical credit metrics are needed for the rating category given
BPS's small scale and the discretionary nature of its business.
BPS has good geographic diversification with a strong presence in
North America (over 80% of pro forma revenues) and an important
presence in other international markets, most notably, Europe.

The SGL 2 Speculative Grade Liquidity Rating reflects BPS's good
liquidity profile highlighted by around $35 million of free cash
flow, having over $100 million available on its $200 million asset
based revolving credit facility, and no near term debt maturities.
The revolver expires in 2019 and the term loan matures in 2021.
Moody's expects capital expenditures between $10 and $15 million.
Modest cash balances between $5 and $10 million constrain
liquidity as does the seasonality of cash flows.

The company has a springing fixed charge covenant of 1 times in
the event that revolver availability is less than the greater of
10% of the borrowing base or $15 million. Moody's doesn't expect
the covenant to spring over the next twelve to eighteen months.

The stable outlook reflects Moody's view that BPS will steadily
reduce leverage through a combination of debt repayments and
modest earnings growth. The outlook also reflects Moody's
expectation that BPS will integrate the acquired baseball/softball
business without significant disruptions, although the scale of
this business exceeds that of its other acquisitions and could
present some unexpected challenges.

There is limited upward near-term rating pressure given the
company's modest size and narrow product focus. If the company
issues equity and repays debt with the proceeds as it has publicly
announced it intends to consider doing, the rating would be more
solidly positioned in the B1 category, but this would not drive an
upgrade. Longer-term, the rating could be upgraded if revenue
significantly increased and the company broadened its product
portfolio and or geographic diversification. In addition to
greater scale and diversification key credit metrics necessary for
an upgrade to be considered are sustaining mid teen EBITA margins
and debt/EBITDA approaching 3.5 times.

A significant deterioration in operating performance could lead to
a downgrade. Key credit metrics that could prompt a downgrade
would be debt/EBITDA sustained above 5 times beyond fiscal 2015 or
if EBITA margins fell to the low-double digit range.

The principal methodology used in this rating was Moody's Global
Consumer Durables rating methodology published in October 2010.

Headquartered in Exeter, New Hampshire, Bauer Performance Sports
Ltd., designs, manufactures and distributes high performance
sports equipment for ice hockey, roller hockey, lacrosse,
baseball, softball and related apparel and accessories. Revenue
approximated $415 million (about $600 million pro forma) for the
twelve months ended November 2013.


BAUER PERFORMANCE: S&P Assigns 'B+' CCR & Rates $450MM Loan 'B+'
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Exeter, N.H.-based Bauer Performance Sports Ltd.
The outlook is stable.

"At the same time, we assigned our 'B+' issue-level rating to BPS'
proposed $450 million term loan B due 2021.  The recovery rating
is '4', reflecting our expectations for average (30% to 50%)
recovery in the event of a payment default.  The company is also
issuing a $200 million asset-based lending (ABL) facility
(unrated), which is expected to have a moderate amount drawn at
close.  The company will use the proceeds from these facilities to
acquire the Easton baseball and softball business from Easton-Bell
Sports Inc. for $330 million and to refinance BPS' existing credit
facilities," S&P noted.

The amount of adjusted debt outstanding expected at the close of
the transaction is about $520 million.

"The 'B+' corporate credit rating on BPS reflects our assessment
of the company's 'aggressive' financial risk profile and "weak"
business risk profile.  Although pro forma debt leverage of just
over 5x (including our standard adjustments for pension and
operating leases) is slightly weaker than indicative ratios for
the "aggressive" descriptor, we believe the company will grow its
EBITDA base and apply a portion of its free cash flows toward debt
repayment to be within those ratios," said credit analyst
Stephanie Harter.  "We also recognize that the company has
publicly announced its intent to issue equity to prepay a portion
of the proposed term loan, however, we do not currently factor a
secondary offering into our forecast."

The outlook is stable, reflecting S&P's opinion that the company
will sustain adequate liquidity and continue to increase sales and
EBITDA, resulting in maintenance of adjusted debt-to-EBITDA below
5x by fiscal year-end 2015 (May).

Downside scenario

S&P could lower the rating if the company does not improve
earnings and free cash flows as anticipated and adjusted leverage
well exceeds 5x.  For this to occur, S&P believes sales growth and
gross margin would have to flatten, potentially from large unsold
inventories in response to an unforeseen fall-off in demand in the
markets that the company participates.

Upside scenario

While unlikely in the near term, S&P could consider an upgrade if
BPS improves and sustains operating performance resulting in
improved credit measures, including sustaining leverage below 4x
and FFO to total adjusted debt above 20%, while maintaining
adequate liquidity.  S&P estimates this scenario could occur if
fiscal 2015 gross margin were to improve by more than 200 basis
points, coupled with double digit sales growth.


BEECHCRAFT HOLDINGS: S&P Withdraws 'B+' CCR After Acquisition
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it withdrew its
ratings, including the 'B+' corporate credit rating, on U.S.-based
Beechcraft Holdings LLC following Textron Inc.'s acquisition of
the company.


BELFOR USA: Moody's Assigns Ba3 Rating on $75MM Add-on Term Loan
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to BELFOR USA
Group, Inc's proposed $75 million add-on term loan due April 2019,
affirmed Belfor Holdings, Inc B1 corporate family and B1-PD
probability of default ratings and the Ba3 ratings on the
outstanding bank debt. Proceeds of the new offering will be
applied to reduce the balance on the revolving credit facility.
The rating outlook is stable.

Ratings:

Issuer: Belfor Holdings, Inc.

  Corporate Family Rating, Affirmed B1

  Probability of Default Rating, Affirmed B1-PD

Issuer: BELFOR USA Group, Inc.

Senior Secured Bank Credit Facility Add-On, Assigned Ba3 (LGD3,
41%)

Senior Secured Bank Credit Facilities, Affirmed Ba3 (LGD3, 41%)

The rating outlook is stable.

Ratings Rationale

Belfor's B1 corporate family rating reflects the expectation that
Moody's adjusted leverage, which was 5.0x for the year ending
December 2013, will decline to the 4.5x-4.7x range over the course
of 2014 as the company reduces its working capital with insurance
reimbursement proceeds. 2013 revenue benefitted from restoration
work following Superstorm Sandy in the US and floods in Canada and
Germany; these episodes drove up working capital, and that should
be reversed as claims are paid in 2014. The rating is constrained
by our expectation for 2014 and 2015 for EBITDA margins to remain
in their historic range and for free cash flow to adjusted debt
(which was negative in 2013) in the mid single digit percent area,
low for the B1 rating. Still, the company benefits from its large
scale ($1.3 billion revenue base) and geographic diversification,
operating in North America, Europe, and Asia. Though restoration
services is highly competitive, the company is the leader in North
America and has good relationships with key customers and the
property and casualty insurance providers who fund much of the
company's revenue. We expect Belfor will continue consolidating
operators in to its platform in North America and Europe while
leveraging its relationships with Asian insurance providers and
multinational clients to further penetrate the restoration
industry in that region.

The stable outlook reflects our expectation for a modest decline
in 2014 revenue due to the 2013 completion of most Sandy-related
work, followed by extremely slow organic revenue growth
thereafter. Due to the unpredictable nature of hurricanes, our
forecast does not include them and we view them as irregular
events.

Ratings would likely come under downward pressure if we expected
adjusted leverage to exceed 5.0x or if free cash flow (cash from
operations minus capex and dividends) remained negative for a
sustained period. Upward rating change would be driven by
expectation for leverage to be sustained below 3.5x, free cash
flow to adjusted debt exceeding 10%, and evidence of a commitment
to a more conservative financial policy.

Liquidity, pro-forma for the proposed term loan, is good largely
based on the near full availability of the $170 million revolving
credit facility and the $30 million cash balance as of December
31, 2013. The low to negative free cash flow and moderate covenant
headroom are liquidity constraints. In a distressed scenario, the
company could sell non-pledged assets to generate cash.

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

Belfor Holdings, Inc. through its subsidiaries is a global damage
recovery and restoration provider offering its services to
insurance companies, insurance intermediaries, industrial,
commercial and residential customers. The company is management
owned. Revenues over the twelve months ended December 31, 2013
were about $1.3 billion.


BELFOR USA: S&P Retains 'BB-' CCR Following $75MM Loan Add-On
-------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'BB-' corporate
credit rating on Belfor USA Group Inc. and 'BB-' issue-level
rating on the company's debt remain unchanged following Belfor's
announcement of a $75 million increase to its term loan B maturing
in 2019.  Standard & Poor's maintained the recovery rating on the
loan at '3'.  The '3' recovery rating indicates S&P's expectation
of meaningful (50% to 70%) recovery in the event of a payment
default.  The outlook is stable.

Belfor plans to add $75 million to its existing term loan B
maturing in 2019 and will use the proceeds to repay borrowings
under the revolver.

S&P's ratings on Belfor reflect the company's significant debt,
its acquisition-oriented growth strategy, and its modest profit
margins in its base business.  These weaknesses are partially
offset by its solid market position in global damage recovery and
restoration services, its extensive network of relationships with
insurance companies and other intermediaries, its stable growth
trends in the base business, and limited capital spending needs.

As of Sept. 30, 2013, the key funds from operations to total
adjusted debt ratio was 16%, at the low end of S&P's expectation
of 15% to 20% through the business cycle that it deems appropriate
for the current rating.

RATINGS LIST

Belfor USA Group Inc.
Corporate Credit Rating                   BB-/Stable/--
$275 Mil Sr Secured Term Loan Due 2019    BB-
  Recovery rating                          3


BERNARD L. MADOFF: Case Involving Employees Heads to Jury
---------------------------------------------------------
Christopher M. Matthews, writing for The Wall Street Journal,
reported that jurors began deliberating over the fate of five
former employees of Bernard L. Madoff's securities firm accused of
aiding and covering up the decades-long fraud.

According to the report, prosecutors have alleged the five
defendants did everything from create computer programs that
generated fake documents to lie to regulators and auditors to help
perpetuate the fraud.

All five of the defendants have pleaded not guilty, the report
related.  They claim they were duped by Mr. Madoff, just like
everyone else.

Eight people have pleaded guilty in connection with the scandal at
Bernard L. Madoff Investment Securities LLC, but the trial in
federal court in Manhattan is the first time prosecutors have
aired their evidence about the Ponzi scheme to a jury, the report
further related.  The evidence has been voluminous, and the trial
has lumbered on for more than six months in Manhattan federal
court.

Jerome O'Hara and George Perez are accused of creating phony
customer accounts, while Annette Bongiorno and another manager,
JoAnn Crupi, allegedly concocted false trading records, the report
said. Prosecutors say Daniel Bonventre, a former operations
director for Mr. Madoff, allegedly helped create phony books and
records.

                     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.


BERNARD L. MADOFF: Says Wall Street Fraud Impossible in 2007 Video
------------------------------------------------------------------
Erik Larson, writing for Bloomberg News, reported that jurors in
the trial of five former Bernard Madoff employees were shown video
clips of the con man telling participants at a conference in 2007
that fraud on Wall Street was "virtually impossible."

According to the report, the clips, played on March 4 in federal
court in Manhattan, are intended to show the jury Madoff's skills
as a liar and back the defense claim that Madoff duped his former
inner circle into aiding his $17.5 billion Ponzi scheme.

In the first clip, shown by Eric Breslin, a lawyer for Joann
Crupi, who managed large accounts in the investment advisory
business, Madoff compares regulators to children who "roll their
eyes" when being told what they need to do, the report related.
In the second clip, Madoff says that in the current regulatory
environment, fraud on Wall Street is "virtually impossible."

In the third video, Madoff says regulatory problems can
potentially be solved if you "take the human being out of the
equation," though he said later that computers could also be
manipulated, the report further related.

                     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.


BIG HEART: Fitch Affirms 'B' IDR & Rates $225MM Loan 'BB'
---------------------------------------------------------
Fitch Ratings has affirmed Big Heart Pet Brands' (Big Heart Pet,
formerly known as Del Monte Corporation) long-term Issuer Default
Rating (IDR) at 'B'.  In addition, Fitch has assigned a 'BB/RR1'
rating to Big Heart Pet's new $225 million asset-based loan (ABL)
revolver due in 2019, which replaced Del Monte Corporation's $750
million asset-based loan (ABL) revolver that was due in 2016.

Concurrently the following ratings were upgraded based on
recovery:

-- $1.7 billion secured term loan B to 'BB/RR1' from 'BB-/RR2';
-- $900 million unsecured notes to 'B/RR4' from 'CCC+/RR6'.

The Rating Outlook is Stable. At Jan. 26, 2014, Del Monte
Corporation had approximately $3.9 billion of total debt.  After
approximately $1.3 billion debt repayment, Big Heart Pet's total
debt is currently approximately $2.6 billion.

KEY RATING DRIVERS:

Leverage Improvement with Sale of Consumer:

On Feb. 18, 2014, Del Monte Corporation completed the sale of its
consumer products business to Del Monte Pacific Limited for
US$1.675 billion, plus a preliminary working capital adjustment of
approximately $110 million, subject to a true-up.  In connection
with the sale, Del Monte Corporation changed its name to Big Heart
Pet Brands and completed significant debt reduction.  On Feb. 24,
2014, Big Heart Pet paid down $881 million of its term loan B,
leaving a remaining balance of $1.726 billion and repriced the
term loan more favorably to a LIBOR floor of 0.75% plus 275bps.
The company also extended the term loan B maturity by two years to
March 2020.  On March 6, 2014, Big Heart Pet replaced its prior
$750 million, five-year ABL with a new $225 million, five-year ABL
due in March 2019.  The smaller ABL should be adequate given the
company's greatly reduced seasonal working capital needs after the
consumer divestiture.  On March 13, 2014, Big Heart Pet redeemed
$400 million senior notes at 103.813% principal plus accrued
interest, leaving $900 million notes outstanding which are due in
2019.

Per Fitch, total debt-to-operating EBITDA, pro forma for the debt
reduction and an estimated $260 million annualized sales from
Natural Balance Pet Foods, Inc. (Natural Balance, acquired July
15, 2013), was approximately 5.4x for the latest 12-month (LTM)
period ended Jan. 26, 2014.  This is significant improvement from
6.9x leverage for the fiscal year ended April 28, 2013 and Fitch's
previous expectations that consolidated leverage including the
consumer business would be in the low 6x range in fiscal 2014.

Higher Margins, Smaller Scale:

Recent leverage improvement is balanced with Big Heart Pet's
smaller scale and less diversification as a stand-alone pet food
company with approximately $2.2 billion annual sales (including
annualized sales for Natural Balance), and slightly under $500
million EBITDA.  This equates to EBITDA margins in the low 20%
range, which is among the best of the packaged food companies.
Fitch views the exit from the low-margin, working capital-
intensive consumer business positively.  However, the mainstream
pet food business has been highly promotional lately, and Big
Heart Pet is likely to continue to invest in promotions to try to
hold share.  However, its longer term strategy focuses on brand
building and innovation.  Fitch believes the company will remain
acquisitive, particularly in pet snacks and treats, as well as pet
specialty.  Organic sales growth has been sluggish, with top line
growth primarily from Natural Balance, and declines in existing
products.  Fitch will assess Big Heart Pet's financial strategy,
as well as its sustainable cash flow generation, which should be
materially positive given Big Heart Pet's high margins and less
volatility without the consumer business.

Well-Known Brands

Big Heart Pet's ratings reflect the company's high financial
leverage, good cash flow generation, adequate liquidity, and
competitive market position.  Big Heart Pet has well-known brands,
many of which hold No. 1 and No. 2 market share positions, in
categories facing favorable demographic trends.  Pet food/snacks
is benefiting from significant household dog and cat ownership.
Big Heart Pet is committed to driving innovation and investing
behind its brands, which include Milk-Bone, Meow Mix, 9 Lives,
Kibbles 'n Bits, Pup-Peroni, Milo's Kitchen and Natural Balance.

Liquidity, Refinancing Risk:

Although leverage is high, liquidity is adequate and Big Heart Pet
does not have refinancing risk over the intermediate term. Big
Heart Pet's pro forma liquidity is approximately $175 million,
including estimated net availability under the new ABL of $150
million and approximately $25 million cash at Jan. 26, 2014.  Cash
is down significantly after the company used cash on hand for the
$334.6 million net acquisition price of Natural Balance in July
2013.

Annual term loan amortization payments, after the debt repayment
noted above, of $17.3 million are due in fiscal 2015 through
fiscal 2019.  The company is subject to mandatory term-loan debt
prepayment with up to 50% of excess cash flow, starting in fiscal
2015, as defined by the company's credit agreement.  The
requirement steps down to 25% if leverage is less than or equal to
5.5x or 0% if leverage is less than or equal to 4.5x.

Recovery and Covenants:

As Fitch anticipated, the recovery and corresponding ratings for
the secured term loan and senior unsecured notes improved based on
the substantial debt repayment achieved.  Big Heart Pet amended
its term loan agreement to allow for the repayment of a portion of
the notes. Big Heart Pet's new ABL revolver has a first-priority
lien on accounts receivable, inventory and cash (ABL Priority
Collateral) which are more liquid assets.  The ABL revolver has a
second-priority lien on substantially all of Big Heart Pet's other
assets.  The company's secured term loan has a first-priority lien
on substantially all other assets and a second-priority lien on
ABL Priority Collateral.  Fitch's recovery analysis assumes ABL
net availability at approximately $160 million if the company was
in distress.  All of Big Heart Pet's debt is guaranteed by
domestic operating subsidiaries. The ABL facility is bound by a
springing fixed-charge coverage ratio of 1.0x.  Big Heart Pet is
not subject to a maximum leverage or minimum EBITDA covenant.

The 'RR1' Recovery Rating on Big Heart Pet's ABL revolver and term
loan B indicate that Fitch views recovery prospects on these
obligations as outstanding at 91% or better.  The 'RR4 rating on
Big Heart Pet's 7.625% notes reflects Fitch's opinion that
recovery for unsecured bondholders could have average recovery
prospects given default of 31% to 50%.

RATING SENSITIVITIES

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

  Significant margin compression, such as from a heightened
  competitive environment or much higher input costs, materially
  lower than expected cash flow, or increases in debt such that
  total debt-to-operating EBITDA is sustained in the 6.5x range or
  higher, could result in a downgrade.

  Large debt-financed acquisitions or dividends paid to Big Heart
  Pet's private equity sponsors, particularly during difficult
  operating environments, could also result in a rating downgrade.

  A considerable loss of market share, possibly from a widespread
  pet food scare or competitive pricing, would be viewed
  negatively.

Future developments that may, individually or collectively, lead
to a positive rating action include:

  Leverage that appears sustainable in the low- to mid-5x range or
  better, as well as the ability to generate consistent, solid
  free cash flow, could result in an upgrade.


BROCK HOLDINGS: S&P Revises Outlook to Stable & Affirms 'B' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised the rating
outlooks on Brock Holdings II Inc. (BHII) and its wholly owned
subsidiary Brock Holdings III Inc. (Brock) to stable from negative
and the affirmed its 'B' corporate credit ratings on both
companies.

At the same time, S&P affirmed its 'B' issue ratings on Brock's
$105 million revolving credit facility and $510 million first-lien
term loan.  The '3' recovery ratings on both debt issues remain
unchanged, indicating S&P's expectation that lenders would receive
meaningful recovery (50%-70%) in a payment default scenario.  S&P
also affirmed its 'CCC+' issue rating on the company's $190
million second-lien term loan.  The '6' recovery rating on this
debt issue remains unchanged, indicating S&P's expectation for
negligible recovery (0%-10%) in a payment default scenario.

"The ratings reflect Standard & Poor's view that Brock's EBITDA
margins and cash generation will be commensurate with our
expectations of leverage approaching 5.0x and modestly positive
free operating cash flow (FOCF) prospects," said Standard & Poor's
credit analyst Nishit Madlani.  S&P views the company's liquidity
as "adequate," based on its criteria.  S&P's assessment
incorporates the somewhat reduced covenant-violation risk over the
next 12 months, given the recent amendment.

The stable rating outlook reflects S&P's expectation that leverage
should improve toward 5.0x over the next 12 months, with positive
FOCF, assuming industry activity picks up to historical levels,
which is likely because customers generally can delay maintenance
work only temporarily.

S&P could lower the rating if it appears likely that free cash
flow will be negative over the next 12-18 months as a result of
continued pressure on EBITDA margins due to potential risk on
execution of certain job contracts.  The increased risk of
managing working capital requirements amid growing end markets
could also reduce FOCF, thereby leading to overreliance on the
revolver, and raise leverage to more than 6.0x for an extended
period.  S&P could also lower the rating if covenant headroom
deteriorates to less than 10% for a sustained period, reflecting
increased risk of breaching its revolver covenant, especially when
the financial covenant steps up at the end of 2014.

An upgrade is unlikely over the next 12 months, given S&P's
expectation that the company's financial risk profile will remain
"highly leveraged."  Significant factors for any positive rating
action on the company would include a track record of low-double-
digit EBITDA margins over the next year or so, with FOCF to debt
sustainably approaching 5% or higher and leverage remaining at
about 5x or less.


BUILDING #19: Defends Bid for Continued Cash Collateral Access
--------------------------------------------------------------
Building #19, Inc., has filed papers with the Bankruptcy Court in
support of its bid for continued access to cash collateral.

On Nov. 27, 2013, the Court entered an order approving the use of
cash collateral through Dec. 14, and three days later the Court
entered an order approving the final use of cash collateral.

The Debtors said they have liquidated substantially all of their
saleable inventory, have ceased retail sales and have closed their
retail locations, and are in the process of winding up their
operations.  The Debtors and their affiliates have provided the
Official Committee of Unsecured Creditors with documents, data and
other information regarding the claims held by the Debtors'
affiliates and insiders, and will continue to work with the
Committee to provide information and documents.

The Debtors have provided the Court with a budget that describes
the expenses they Debtors project will be paid in March 2014.
Among these are expenses that were incurred in December 2013, and
January 2014, and that were previously budgeted to be paid, but
were not paid because final bills for these expenses have not been
received and reconciled.

The Debtors said they have received most, but not all final bills
for all post-petition expenses and are in the process of
reconciling the expenses. It appears that the post-petition
expenses will be less than originally projected, they said.

The Court hearing on Building #19's use to cash collateral has
been continued to April 7, 2014.

Building #19, Inc., and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code on Nov. 1, 2013 (Bankr. D. Mass.
Case No. 13-16429).  The other debtors are (a) Paperworks #19,
Inc., Case No. 13-16430; (b) Beth's Basics, Inc., Case No.
13-16433; (c) Furniture #19, Inc., Case No. 13-16431; (d) PB&J
Kids #19, Inc., Case No. 13-16434; and (e) Footwear #19 Plus, Inc.
Case No. 13-16432.

Donald Ethan Jeffery, Esq., and Harold B. Murphy, Esq., at Murphy
& King, Professional Corporation, in Boston, Massachusetts, serve
as the Debtors' bankruptcy counsel. The Tron Group, LLC, serve as
their financial advisers.

William K. Harrington, the U.S. Trustee for Region 1, appointed
five members to the official committee of unsecured creditors.
The Committee retained Duane Morris LLP as its counsel.  Newburg &
Company LLP is the financial advisors to the Committee.


CATALINA MARKETING: S&P Affirms 'B' CCR; Outlook Stable
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on U.S. personalized digital media and marketing
provider Catalina Marketing Corp.  The outlook is stable.

At the same time, S&P assigned the company's proposed $1.135
billion first-lien credit facilities (comprised of a $1.035
billion term loan and $100 million undrawn revolver) a 'B+' issue-
level rating, with a recovery rating of '2', indicating S&P's
expectation for meaningful (70% to 90%) recovery for lenders in
the event of a payment default.

In addition, S&P assigned the company's proposed $460 million
second-lien term loan an issue-level rating of 'CCC+', with
recovery rating of '6', indicating S&P's expectation for
negligible (0% to 10%) recovery for lenders in the event of a
payment default.

"The 'B' corporate credit rating reflects our expectation that
Catalina will have modest growth in revenue and EBITDA.  However,
in our view, the company is likely to experience increasing
competition from digital marketing services players as it works to
augment its traditional print point-of-sale (POS) coupon business.
We view the company's business risk profile as "fair" because of
its strong customer renewal rates and an entrenched position with
retailers despite the highly competitive nature of the advertising
and marketing services industry.  We continue to view the
company's financial risk profile as "highly leveraged," which
reflects Catalina's elevated lease-adjusted leverage, significant
capital expenditures, and private equity ownership.  As of
Dec. 31, 2013, pro forma for the transaction, lease-adjusted
leverage was approximately 7.5x, consistent with the 5x-and-higher
indicative financial risk threshold that we associate with a
highly leveraged profile.  For the same period, pro forma interest
coverage was in the low-2x area," S&P said.  S&P's management and
governance assessment of the company is "fair."

The consumer promotion marketplace competes with TV, radio,
Internet, and direct mail advertising and marketing services.  S&P
expects that Catalina will continue to face pressure from media
fragmentation via social media and digital alternatives as
customers evaluate the effectiveness of promotional spending.
Catalina's POS coupon technology and its large installed base of
retailers and major consumer packaged goods customers provide it
with a degree of differentiation from new direct competition.
This has afforded the company a healthy EBITDA margin.  However,
Catalina does have a significant degree of customer concentration,
and while the company may be able to withstand the loss of a key
client, this could undermine profitability in the short term.
Additionally, the company is likely to face increasing
competition, given the low barriers to entry for mass market
coupons and highly competitive dynamic inherent in digital
marketing services.


CARTONERA QUEBRADILLANA: CRIM's Claim Allowed in Full
-----------------------------------------------------
Bankruptcy Judge Edward A. Godoy in Puerto Rico denied the request
of debtor Cartonera Quebradillana, Inc. to determine the amount or
legality of claim No. 5, filed by the Center for the Collection of
Municipal Taxes ("CRIM", from the Spanish acronym), and allowed
CRIM's claim in full.

The Debtor listed in its schedule A two real properties, one in
Toa Alta, the other in Quebradillas.  CRIM, on Nov. 2, 2011, filed
proof of claim number 5 for property taxes assessed on the Toa
Alta property for fiscal years 2002 through 2012, as well as
various penalties and surcharges. The claim is for the total
amount of $182,379.60, of which $103,023.84 is claimed as secured.

On Jan. 25, 2013, debtor filed a motion to determine the amount or
legality of CRIM's real property tax claim.  The Debtor contends
that CRIM is time barred from collecting any property taxes
corresponding to fiscal years 2002 to 2006, and that CRIM's claim
for the remaining years should be reduced to take into account
that various fixtures were removed from the property years ago.

CRIM filed its opposition on Feb. 21, 2013, countering that there
is no statute of limitations to collect real property taxes under
Puerto Rico law, and that debtor did not follow the proper
procedure to contest CRIM's tax assessment of its property.

The Debtor filed a reply on March 12, 2013 to further address the
statute of limitations issue.

The Debtor's amended plan, which provides for the orderly
liquidation of the corporation through the transfer of the real
properties to the secured creditor and the sale of any remaining
equipment and inventory, was confirmed on April 12, 2013.  The
plan provides in pertinent part for the transfer of the Toa Alta
property to the bank subject to CRIM's lien to the extent it is
allowed by the court.  At the confirmation hearing, the court set
debtor's objection to CRIM's claim for an evidentiary hearing.

At the hearing held on Jan. 24, 2014, the court heard testimony
from Jose Candelaria, debtor's president, and Lysandra Agosto-
Pedroza, an appraiser employed by CRIM.  At the conclusion of the
hearing, the parties were given an opportunity to submit further
briefs, and both parties have since done so.  The matter was then
taken under advisement.

According to Judge Godoy, "based on the testimony of Mr.
Candelaria and Ms. Agosto-Pedroza, both of whom the court finds
credible, it is uncontested that debtor's president did not comply
with the procedure or the time constraints set forth in P.R. Laws
Ann. tit. 21, [Sec.] 5098a. Therefore, pursuant to Section
505(a)(2)(c), the court is barred from redetermining debtor's tax
liability to CRIM. See In re Mammoth Grading, Inc., 2013 Bankr.
LEXIS 1986, *9 (Bankr. E.D.N.C. May 15, 2013) ("the court
concludes that [Sec.] 505(a)(2)(C) precludes this court from
determining the amount or legality of the property tax assessed
against the debtor"). In so holding, the court acknowledges that
the equities do weigh in favor of debtor on this issue, and that
CRIM is, in effect, receiving a windfall by being able to claim
taxes on fixtures that it is uncontested were removed from the
property more than ten years ago. The court's hands, however, are
tied by the limitations imposed by Section 505(a)(2)(C).

A copy of the Court's March 17, 2014 Opinion and Order is
available at http://is.gd/GdAcbNfrom Leagle.com.

Cartonera Quebradillana Inc., a carton and paper products
manufacturer, filed a voluntary Chapter 11 bankruptcy petition
(Bankr. D. P.R. Case No. 11-07996) on Sept. 19, 2011.  Andres
Garcia Arregui, Esq., at Garcia Arregui & Fullana, serves as
bankruptcy counsel.  The company scheduled US$1,262,451 in total
assets and US$2,634,465 in total liabilities.  A list of the
Company's 20 largest unsecured creditors filed together with the
petition is available for free at no extra charge at
http://bankrupt.com/misc/prb11-07996.pdf The petition was signed
by Jose Candelaria Santana, president.


CENTURY PLAZA: Wants Tampa Enterprises to Respond to Discovery
--------------------------------------------------------------
Century Plaza LLC asks the U.S. Bankruptcy Court for the Northern
District of Indiana to compel Tampa Enterprises, Inc. to
immediately respond to discovery requests served on Tampa with
respect to Tampa's pending motion for leave to file proofs of
claim.  Furthermore, the Debtor seeks sanctions against Tampa and
its counsel for failing to respond to such discovery requests.

On July 18, 2013, the Court confirmed the Debtor's Plan, and that
Plan has been substantially consummated.  Pursuant to the Plan,
the property has been transferred to a third party.

On the day the Plan was confirmed, Tampa filed a late proof of
claim asserting a secured and priority claim against the Debtor in
the aggregate amount of $500,000.

                        About Century Plaza

Based in Merrillville, Indiana, Century Plaza LLC owns and
operates a commercial shopping center known as "Century Plaza".
It filed for Chapter 11 bankruptcy (Bankr. N.D. Ind. Case No.
11-24075) on Oct. 18, 2011.  Judge J. Philip Klingeberger presides
over the case.  Crane, Heyman, Simon, Welch & Clar serves as the
Debtor's counsel.  Anderson & Anderson P.C. serves as local
bankruptcy counsel.  The Debtor estimated assets and debts at
$10 million to $50 million.  The petition was signed by Richard
Dube, president of Tri-Land Properties, Inc., manager.

No trustee, examiner or committee of unsecured creditors was
appointed to serve in the case.


CEVA GROUP: Obtains Requisite Consents to Amend Indentures
----------------------------------------------------------
CEVA Group Plc on March 18 disclosed that, in connection with its
previously announced cash tender offers ()Tender Offers") and
consent solicitations ()Consent Solicitations") made pursuant to
the Offer to Purchase and Consent Solicitation Statement dated
March 4, 2014, as supplemented by Supplement No. 1 thereto dated
March 13, 2014 ()Statement"), it has received tenders and consents
as of 5:00 p.m., New York City time, on March 17, 2014 ()Consent
Date"), of (i) an aggregate principal amount of $508,445,000 of
its 8.375% Senior Secured Notes due 2017 (the "8.375% Notes"),
representing approximately 90.4% of the outstanding principal
amount, (ii) an aggregate principal amount of $208,050,000 of its
11.625% Senior Secured Notes due 2016 (the "11.625% Notes" and,
together with the 8.375% Notes, the "Existing Secured Notes"),
representing approximately 99.1% of the outstanding principal
amount and (iii) an aggregate principal amount of $12,190,001 of
its 11.5% Junior Priority Senior Secured Notes due 2018 (the
"Unsecured Notes" and, together with the Existing Secured Notes,
the "Notes"), representing 100% of the outstanding principal
amount.

Based on the tenders and consents received, the Company has
received the requisite consents necessary for the adoption of
proposed amendments (the "Proposed Amendments") to (a) the
indentures governing the Existing Secured Notes, which will
eliminate substantially all of the restrictive covenants and
certain events of default and related provisions contained in such
indentures, provide for the release of all of the liens on the
collateral securing the Existing Secured Notes and reduce from 30
days to three business days the minimum notice period for optional
redemptions under such indentures and (b) the indenture governing
the Unsecured Notes, which will reduce from 30 days to three
business days the minimum notice period for optional redemptions
under such indenture.

In conjunction with receiving the requisite consents, the Company,
the guarantors party to the applicable indentures and The Bank of
New York Mellon, as trustee under the indentures governing the
Existing Secured Notes, and Wilmington Trust, National
Association, as trustee under the indenture governing the
Unsecured Notes, are executing the applicable supplemental
indentures with respect to each indenture governing the Notes
implementing the applicable Proposed Amendments.  The supplemental
indentures will become effective upon execution, but the Proposed
Amendments will not become operative until the first Applicable
Early Payment Date (as defined in the Statement), which is
expected to be March 19, 2014.

Holders who validly tendered their Notes and delivered their
consents (and did not validly withdraw such Notes or revoke such
consents) on or prior to the Consent Date are eligible to receive
the applicable total consideration.  A holder's right to validly
withdraw tendered Notes and validly revoke delivered consents
expired on the Consent Date.  The Company's obligation to accept
for purchase and to pay for the Notes validly tendered (and not
validly withdrawn) and consents validly delivered (and not validly
revoked), pursuant to the Statement, is subject to, and
conditioned upon, certain conditions, including: (a) the receipt
by the Company of the proceeds from the issuance of an aggregate
principal amount of new debt acceptable to the Company in its sole
discretion to permit the closing of the Tender Offers and Consent
Solicitations and the redemption of any Notes that may remain
outstanding after the expiration date of the Tender Offers and
Consent Solicitations; (b) the receipt of the consents of holders
of at least a majority of the outstanding aggregate principal
amount of each series of Notes to the Proposed Amendments, which
condition has been satisfied; (c) the execution of the
supplemental indentures giving effect to the Proposed Amendments,
which condition has been satisfied; and (d) the satisfaction of
other general conditions set forth in the Statement.

Upon acceptance by the Company, holders who validly tendered (and
did not validly withdraw) their Notes on or prior to the Consent
Date will receive: (i) with respect to the 8.375% Notes, total
consideration of $1,067.50 per $1,000 principal amount of such
Notes, which includes $1,037.50 as the tender offer consideration
and $30 as a consent payment, (ii) with respect to the 11.625%
Notes, total consideration of $1,064.50 per $1,000 principal
amount of such Notes, which includes $1,034.50 as the tender offer
consideration and $30 as a consent payment and (iii) with respect
to the Unsecured Notes, total consideration of $1,063.75 per
$1,000 principal amount of such Notes, which includes $1,033.75 as
the tender offer consideration and $30 as a consent payment.  In
addition, accrued interest up to, but not including, the first
Applicable Early Payment Date, will be paid in cash on all Notes
validly tendered and accepted by the Consent Date.

Any Notes not tendered and purchased pursuant to the Tender Offers
will remain outstanding, and the holders thereof will be bound by
the Proposed Amendments contained in the applicable supplemental
indenture even though they have not consented to the Proposed
Amendments.  The Company intends to redeem any Notes that remain
outstanding after the consummation of the Tender Offers in
accordance with the terms of the applicable indenture.

None of CEVA, the dealer manager and solicitation agent, the
tender agent or any other person makes any recommendation as to
whether holders should tender their Notes or provide the related
consents, and no one has been authorized to make such a
recommendation.  Holders must make their own decisions as to
whether to tender their Notes, and if they so decide, the
principal amount of the Notes to tender.

Credit Suisse Securities (USA) LLC is acting as dealer manager and
solicitation agent for the Tender Offers and Consent
Solicitations.  Questions regarding the Tender Offers or Consent
Solicitations may be directed to Credit Suisse at (212) 538-2147
(Collect) or (800) 820-1653 (Toll Free).  Holders who desire a
copy of the Statement and the related consent and letter of
transmittal should contact the tender agent, D.F. King & Co.,
Inc., at (800) 714-3312 (Toll-Free) or (212) 269-5550 (Collect).

                      About CEVA Group Plc

Headquartered in the United Kingdom, CEVA --
http://www.cevalogistics.com-- is a non-asset based supply chain
management company.  The company has approximately 50,000
employees.  With a presence in over 160 countries, it delivers
supply chain solutions across a variety of sectors.  For the year
ending December 31, 2011, CEVA reported revenues on a preliminary
unaudited basis of EUR6.9 billion.

                           *     *     *

As reported by the Troubled Company Reporter-Europe on March 10,
2014, Moody's Investors Service affirmed CEVA Group Plc's
corporate family rating (CFR) at Caa1 and probability of default
rating (PDR) at Caa1-PD. Concurrently, Moody's assigned (P)B2
ratings to CEVA's new senior secured term loan, synthetic letter
of credit and revolving credit facilities and 1st lien senior
secured notes due 2021 and (P)Caa2 ratings on the new first and a
half lien (effectively 2nd lien) notes due 2021. Moody's also
affirmed the Caa3 rating on CEVA's existing unsecured senior
notes due 2020. Moody's said the outlook on all ratings is
negative.


CHECKOUT HOLDING: Moody's Lowers Corporate Family Rating to B3
--------------------------------------------------------------
Moody's Investors Service lowered the Corporate Family Rating
(CFR) of Checkout Holding Corporation (Checkout, a parent company
of Catalina Marketing Corporation, or Catalina) to B3 from B2
based on the proposed leveraged buyout of a majority stake in
Catalina by Berkshire Partners LLC (Berkshire).

Berkshire and affiliates are investing cash equity, which,
combined with rollover equity from Hellman & Friedman LLC (H&F)
for a total equity value of $840 million, and $1.7 billion of new
debt will fund the acquisition of majority control of the company
from H&F and repay all existing debt. H&F remains a significant
investor.

The rating outlook is stable, and Moody's assigned ratings to
instruments as shown below. In conjunction with the buyout,
Moody's expects PDM Intermediate Holdings B Corp (HoldCo or PDM),
an entity created to execute the transaction, to issue Unsecured
PIK Toggle Notes. Moody's does not rate this debt but does include
it when calculating credit metrics based on the likelihood that
Catalina will fund any cash interest payments on the notes and
ultimately be the source for refinancing of these notes. Assuming
close of the transaction as proposed, Moody's expect to withdraw
ratings on existing Checkout and Catalina debt. Checkout Holding
Corporation is the borrower for the proposed first and second lien
credit facilities and a parent company of Catalina Marketing.

Checkout Holding Corp. (NEW)

Corporate Family Rating, Downgraded to B3 from B2

Probability of Default Rating, Downgraded to B3-PD from B2-PD

Senior Secured Fist Lien Credit Facility, Assigned B1, LGD2, 28%

Senior Secured Second Lien Credit Facility, Assigned Caa1, LGD5,
77%

Outlook, Stable

Ratings Rationale

Pro forma for the transaction, Moody's estimates Checkout's
leverage at approximately 7.8 times debt-to-EBITDA, and this high
leverage drives the B3 CFR. Furthermore, PIK accretion on the
HoldCo bonds, which represent about 13% of total debt and 1 turn
of leverage, raises the hurdle for growth or debt repayment to
reduce leverage. Despite the heavy debt load, Moody's expects the
strong EBITDA margin and non-cash interest on the HoldCo bonds
(mandatory PIK for the first two years, cash or PIK thereafter at
the company's option) to facilitate positive free cash flow,
which, together with expectations for an undrawn $100 million
revolver with no financial maintenance covenants unless drawn,
supports liquidity and minimizes default risk.

Catalina's leading position in Point of Sale marketing services,
the breadth of its retail base, its data on purchasing history
that allows for personalized promotions, and its long term
relationships with both retailers and core consumer packaged goods
(CPG) manufacturers position it well to manage the evolving
landscape and expand its digital presence. Nevertheless,
competition from digital and mobile marketing service providers
and changing consumer behavior elevate business risk as the
company's CPG clients diversify their marketing budgets away from
traditional print based promotions to brand building and
experiment with other means of reaching consumers that technology
advances are enabling. The EBITDA margin eroded as the company
invested to adapt, but Moody's expects it to stabilize around
current still healthy levels, and the strong EBITDA margin
together with the low default risk provide flexibility for
investment in new business development. Continued international
expansion of Checkout's retail base provides good growth
prospects, which partially mitigates significant revenue
concentration. However, Moody's believes the company's small size
leads to potential volatility in cash flow from a shift in
customer spend and also leaves it vulnerable to potential market
disruption should larger companies seek a more significant
presence in the digital and mobile couponing market.

The stable outlook assumes Checkout will generate positive free
cash flow and reduce leverage through EBITDA growth and some
repayment of its first lien term loan.

Moody's would consider an upgrade with expectations for gross
leverage to trend below 6 times debt-to-EBITDA and evidence of
traction with its digital initiatives. An upgrade would also
required maintenance of good liquidity, including expectations for
positive free cash flow.

Moody's would consider a downgrade based on lack of progress in
reducing leverage or a deterioration of the liquidity profile,
including expectations for negative free cash flow. Evidence of
rapid deterioration in the core business, lack of traction with
the digital strategy, or the loss of a major retail partner could
also result in a negative rating action.

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

Catalina Marketing Corp. (Catalina), headquartered in St.
Petersburg, FL, provides consumer-driven personalized digital
media solutions, including discount coupons, loyalty marketing
programs and other consumer communications, through a variety of
distribution channels like supermarkets as well as via mobile and
online. Its revenue for the year ended December 31 was
approximately $625 million.


CLI HOLDINGS: Alydian's Chapter 11 Dismissed After Suit Settles
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Chapter 11 case of Bitcoin miner Alydian was
dismissed Feb. 26 by a bankruptcy judge in Seattle on the request
of 65 percent owner CoinLab Inc.

According to the report, after U.S. Bankruptcy Judge Karen A.
Overstreet barred the quick sale of the company to insiders,
CoinLab settled and then sought dismissal of the bankruptcy.

                        About CLI Holdings

CLI Holdings, Inc., doing business as Alydian, Inc., sought
bankruptcy protection under Chapter 11 of the Bankruptcy Code
(Bankr. W.D. Wash. Case No. 13-bk-19746) in Seattle on Nov. 1,
2013.

Alydian is a startup backed by virtual currency "incubator"
CoinLab Inc.  The business began operations on Aug. 7 and was
CoinLab's first portfolio company.  The company listed debt of as
much as $10 million and assets of less than $50,000 in its
bankruptcy petition.

The formal lists of assets show property with a value of $1.65
million, against $4.3 million in debt, all unsecured.

The Debtor is represented by:

         Deirdre Glynn Levin, Esq.
         KELLER ROHRBACK LLP
         1201 Third Avenue #3200
         Seattle, WA 98101
         Tel: 206-623-1900


CLUB AT SHENANDOAH: Court Wants Plan Filed by May 2
---------------------------------------------------
Bankruptcy Judge Mark D. Houle has set this timeline in the
Chapter 11 case of The Club at Shenandoah Springs Village, Inc.:

     1. The Debtor has through and including May 2, 2014, to
        file and serve a disclosure statement and plan of
        reorganization, subject to the Debtor's right to seek
        further extensions of the deadline for cause shown.

     2. The Debtor has through and including Sept. 2, 2014, to
        confirm a plan of reorganization, subject to the Debtor's
        right to seek further extensions of the deadline for
        cause shown.

The Bankruptcy Court conducted a continued case management
conference on Feb. 25 and another on March 11.  The Debtor was
excused from filing a case management report prior to the Case
Management Conference.

At the Feb. 25 conference, The Club at Shenandoah Springs Village
appeared by and through Daniel A. Lev, Esq., at SulmeyerKupetz.
General Electric Capital Corporation, a secured creditor, appeared
by and through Joshua Wayser, Esq., at Katten Muchin Rosenman,
LLP.  Tri Palms Unified Owners Association appeared by and through
Rian W. Jones, Esq., at Epsten Grinnell & Howell, APC; and William
A. Bramley, Esq., at Law Offices of William A. Bramley, P.C.

Meanwhile, the Debtor will return to the Court on April 1 at 2:00
p.m. at Crtrm 303, 3420 Twelfth St., Riverside, CA 92501, for a
hearing on the Debtor's continued use of cash collateral.

In court filings earlier this year, the Debtor said GECC is
adequately protected and that the Court should grant final
approval to its motion to use cash collateral.

GE Capital has argued that, to obtain the right to use cash
collateral, the Debtor "must make compensatory payments to GE,
provide additional or replacement liens and/or provide GE with the
indubitable equivalent of its interest in the property."

           About The Club at Shenandoah Springs Village

The Club At Shenandoah Springs Village, Inc., owns The Club At
Shenandoah Springs Village, a golf and leisure resort in Thousand
Palms, a desert region of central California.  It filed for
Chapter 11 protection (Bankr. C.D. Cal. Case No. 12-36723) on
Dec. 3, 2012.  The Debtor estimated both assets and liabilities of
between $10 million and $50 million.  Judge Mark D. Houle presides
over the case.  Daniel A. Lev, Esq., and Steven Worth, Esq., at
SulmeyerKupetz, in Los Angeles, Calif., represent the Debtor as
counsel.


COMMACK HOSPITALITY: Files Ch. 11 Plan & Disclosure Statement
-------------------------------------------------------------
Commack Hospitality, LLC, filed with the U.S. Bankruptcy Court for
the Eastern District of New York a plan of reorganization and
asked the Court to convene a hearing on April 23 to consider
approval of the Disclosure Statement explaining their plan.

The Plan provides for the payment, over five years, of the Allowed
Claim of Stabilis Master Fund III, LLC, as secured creditor, plus
interest from the Effective Date at the rate of 4.5% per annum.
The Secured Creditor will retain its lien on the property located
at 801 Crooked Hill Road, in Brentwood, New York, and will receive
on account of its Allowed Claim, deferred cash payments totaling
at least the allowed mount of its claim as of the Effective Date
of the Plan.  In addition, on the Effective Date, the Secured
Creditor will receive Available Cash which Commack estimates will
be approximately [$700,000].  Payment of the Available Cash will
reduce the Allowed Amount of the Secured Claim.

General Unsecured Creditors will receive 50% on account of their
Allowed Claims.  On the Effective Date Holders of Claims in this
Class will receive their Pro Rata Share of $300,000 to be
Distributed to the Class.  Then starting on the first day of the
month first beginning after the classified claim of Suffolk County
will have been paid in full, each holder of an Allowed Unsecured
Claim will receive its Pro Rata share of $30,000 until the time as
members in the Class will have received 50% of their Allowed
Claims.

The Holder of the Suffolk County Classified Claim will receive
$40,000 on the Effective Date and commencing on the first day of
the month beginning after the Effective Date of the Plan, $40,000
per month (or a lesser amount should the Allowed Amount of the
Claim be less than $40,000) until the Claim will have been paid in
full.  Payment will include interest at the applicable statutory
rate.

The Debtors ask the Court to determine, during the April 23
hearing, that their Disclosure Statement contains "adequate
information" pursuant to Section 1125 of the Bankruptcy Code.  The
Debtors also ask the Court to convene a hearing on May 28 to
consider confirmation of their Plan.  The Debtors propose that
objections to the Disclosure Statement must be filed on or before
April 6.

A full-text copy of the Plan dated March 11, 2014, is available
for free at http://bankrupt.com/misc/COMMACKplan0311.pdf

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/COMMACKDS0311.pdf

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.


COMMACK HOSPITALITY: Employs Cole Schotz as Bankruptcy Counsel
--------------------------------------------------------------
Commack Hospitality, LLC, seeks authority from the U.S. Bankruptcy
Court for the Eastern District of New York to employ Cole, Schotz,
Meisel, Forman & Leonard, P.A., as bankruptcy counsel.

The primary attorneys anticipated to work on the engagement are
Laurence May, Esq., a partner at Cole Schotz, and and Mark
Tsukerman, Esq., an associate at the firm.  The current hourly
rates for Mr. May and Mr. Tsukerman are $730 and $290,
respectively.

The range of hourly rates generally charged by Cole Schotz,
subject to periodic adjustment, is:

   Members                     $355 to $800
   Special Counsel             $375 to $475
   Associates                  $195 to $410
   Paralegals                  $170 to $250

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

Mr. May assures the Court that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code and does not represent any interest adverse to the
Debtors and their estates.  He discloses that before the Petition
Date, Cole Schotz represented the Debtor in a suit captioned GE
Capital Commercial of Utah LLC v. Commack Hospitality, LLC et al.,
pending in the Supreme Court of the State of New York, Suffolk
County, Index No. 060556/2013, and matters ancillary to the
lawsuit.  Cole Schotz also represented the Debtor in preparing for
the filing of the Chapter 11 case.

Mr. May further discloses that during the one-year period before
the Petition Date, Cole Schotz received $117,588 for services
rendered and costs incurred in connection with its prepetition
engagements.  In anticipation of the bankruptcy filing, the Debtor
provided Cole Schotz with a retainer in the amount of $113,237.  A
portion of the Retainer was drawn to satisfy prepetition fees and
expenses incurred in connection with the preparation of the case
for filing.  As of the Petition Date, the remaining amount of the
Retainer was $77,329.

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.


CONNECTICUT STUDIOS: dck to Auction Off Collateral on March 31
--------------------------------------------------------------
Collateral that secures debt owed to dck North America, LLC, will
be sold to the highest qualified bidder at a public sale to be
held March 31, 2014, at 10:00 a.m. local time at the law offices
of Leech Tishman Fuscaldo & Lampl, LLC, located at 525 William
Penn Place, 28th Floor, Pittsburgh, Pennsylvania 15219.

dck North America is the secured party under a Pledge Agreement,
dated as of June 23, 2009, executed by Halden Acquisition Group
II, LLC, a Rhode Island limited liability company, and Pacifica
Ventures, LLC, a California limited liability company -- the
Pledgor -- in favor of the Secured Party.

The collateral to be sold is security for debt owed to the Secured
Party, which indebtedness includes, without limitation, the debt
evidenced by an Amended and Restated Promissory Note in the
principal amount of $1,389,594.00, executed by Connecticut
Studios, LLC, in favor of the Secured Party.

Connecticut Studios is in default under the A&R Note and certain
other related loan documents.  The total amount due under the A&R
Note as of Feb. 28, 2014 (including principal, interest, costs,
expenses and attorneys' fees) is $2,043,751.63, and additional
interest, fees and costs (including attorneys' fees) and charges
continue to accrue.

The collateral to be sold at public sale is, collectively, all of
Halden's Interests, all of the Halden Pledged Interest
Distributions, and all of the income, proceeds and products of any
thereof.  The Secured Party understands, but does not represent or
warrant, the percentage interest of Halden in and to the Borrower
to be 50%.

"Halden Pledged Interest Distributions" means, collectively, (i)
all distributions of every kind whatever which shall become and be
due and payable or distributable on or in respect of Halden's
Interests or equity interests, (ii) all payments of every kind
whatever which shall become and be due and payable or
distributable on account of the purchase, redemption, repurchase
or other retirement of all or any of Halden's Interests or equity
interests, and (iii) all other distributions of every kind
whatever (including, without limitation, all capital
distributions) which shall become and be due and payable or
distributable on or in respect of all or any of Halden's Interests
or equity interests.

"Halden's Interests" means, collectively, (i) all of the issued
and outstanding interests of every class in the equity of Borrower
(A) which are legally and beneficially owned, whether jointly or
severally, by Halden, and (B) the certificates, or other evidence
of ownership of the membership interests in Borrower and (ii) all
other equity interests in Borrower (A) which have been or shall be
issued or distributed at any time or times, or (B) which have been
or shall be purchased or otherwise acquired by or on behalf of
Halden from any other persons at any time or times.

The collateral will be sold to the person or entity who is the
highest qualified bidder at such public sale. The collateral will
be sold to only one bidder. Any prospective purchaser will be
required to provide evidence and to represent that such
prospective purchaser is (a) an "accredited investor" as such term
is defined in Regulation D of the Securities Act of 1933 and (b)
purchasing the collateral for such prospective purchaser's own
investment and its own account and not with a view towards
subsequent resale or distribution, in whole or part. Any
prospective purchaser who is the highest qualified bidder, other
than Secured Party, will be required to pay the purchase price of
the collateral (i) at the time of such public sale, and (ii) in
cash, by cashier's check, or in other immediately available funds.

If the Secured Party is the highest bidder at the public sale, the
Secured Party may pay the purchase price of the collateral, in
whole or in part, by crediting the amount of such purchase price
against the balance of the unpaid indebtedness evidenced by the
A&R Note.

The Secured Party reserves the right to withdraw all or any of the
collateral from the sale at any time and without notice, to
postpone and re-notice the time, place and/or date of the sale by
oral announcement and to make credit bids at the sale or any
continuance thereof. If competing offers with different terms and
conditions are submitted, Secured Party will determine which
offers will be accepted, and its decision in this regard shall be
final. The sale may be adjourned or cancelled from time to time,
and notice of any adjourned sale date will be given only at the
time of the scheduled sale and to those who attend the sale.

The Secured Party cannot and will not warrant what (if any) rights
any Pledgor or Borrower may have in the collateral, the extent of
the interest in or title to the collateral that can or will be
conveyed or transferred, or the accuracy or completeness of its
information regarding the collateral and any Pledgor's or
Borrower's rights therein. Prospective buyers are responsible to
conduct their own investigation regarding the collateral to be
sold. The sale will be made AS-IS, WHERE-IS, WITH ALL DEFECTS AND
FAULTS, WITHOUT RECOURSE AGAINST SECURED PARTY, AND WITHOUT
COVENANTS, WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, FROM
SECURED PARTY.

For more information, contact:

     Pete A Fuscaldo, Esq.
     LEECH TISHMAN FUSCALDO & LAMPL, LLC
     Citizens Bank Building
     525 WilliammPenn Place, 28th Floor
     Pittsburgh, PA 15219
     Tel: (412) 261-1600


COOPER-BOOTH: Hearing on NY Claim Objection Continued to April 1
----------------------------------------------------------------
Cooper-Booth Wholesale Company, L.P., et al., ask the U.S.
Bankruptcy Court for the Eastern District of Pennsylvania to
approve a stipulation with the City of New York Department of
Finance, continuing until April 1, 2014 at 11:00 a.m., the hearing
on the Debtors' objection to proofs of claim No. 182.

NYC will serve upon the Debtors' counsel and file with the Court
its response to the claim objection by March 24.

The Debtors are represented by Aris J. Karalis, Esq., at
Maschmeyer Karalis P.C. and the City of New York, Department of
Finance is represented by Zachary B. Kass, Esq., Assistant
Corporation Counsel New York City Law Department.

                  About Cooper-Booth Wholesale

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

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

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

Cooper-Booth Wholesale Company, L.P., and its affiliates filed
a joint disclosure statement in respect of its plan of
reorganization dated Feb. 28, 2014.  The Plan provides for the
reorganization of the Debtors and their continued existence after
the Effective Date as Reorganized Debtors.  The Plan provides for
the payment of 100% of the Allowed Claims in each Class.  The
funds to make the Distributions required under the Plan will be
comprised of cash on hand and the loan proceeds from an exit
financing facility, which is a senior credit facility in an
aggregate amount of $35 million to be provided by an Exit
Financing Lender.


COVENTRY FIRE DISTRICT: Officials Seek Budget Commission Oversight
------------------------------------------------------------------
abc6.com reported that Rhode Island state and local officials met
Monday night behind closed doors for a third time to try and come
up with a plan for the bankrupt Central Coventry Fire District.
The department was ordered to liquidate by May 16.

abc6.com said the officials need to come up with a plan for
emergency services for the district.  However, no plan was agreed
upon following Monday's meeting.  Instead, the majority of the
state officials who represent the district are hoping a bill in
the General Assembly to extend the Fiscal Stability Act to fire
districts will create a Budget Commission to oversee the district.
They're hoping the commission will determine a long term solution
for providing fire protection services.

abc6.com said the closed door meeting comes several days after the
Central Coventry Fire District Firefighters Union filed an appeal
to the judges decision ordering them to liquidate their assets.

abc6.com noted that Governor Chafee stopped by the meeting to
provide his support to the process.


CRC HEALTH: S&P Affirms 'B' CCR & Rates $65MM Revolver 'B'
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Cupertino, Calif.-based CRC Health Corp.  The
outlook is stable.

S&P also assigned a 'B' issue-level rating to the company's $65
million revolver and $475 million first-lien term loan.  The
recovery rating on the revolver and loan is '3', indicating
meaningful (50%-70%) recovery in the event of payment default.

S&P also assigned a 'CCC+' issue-level rating to the company's
second-lien term loan.  The recovery rating on the loan is '6',
indicating negligible (0%-10%) recovery in the event of payment
default.

"The rating on substance abuse treatment provider CRC Health
reflects its "weak" business risk profile, which considers its
very narrow focus as a leading provider within the highly
fragmented and modestly cyclical substance abuse treatment
industry," said credit analyst Tahira Wright.  "We consider these
services to be relatively discretionary with exposure to
reputational risk.  The company's "above average" EBITDA margins
as compared with peers somewhat offsets these factors.  CRC
Health's "highly leveraged" financial risk profile reflects our
expectation of pro forma debt leverage above 8x through 2014.  We
expect the company will continue to press forward with its
repositioning initiatives to focus on substance abuse treatment."

The rating outlook for CRC Health is stable, based on S&P's
expectation that the company will sustain current operating trends
that will result in minimal change to the company's highly
leveraged financial risk profile.

Downside scenario

S&P could lower its rating if it believes the company is at risk
of operating with structural cash flow deficits.  Such an event
could occur if there was significant deterioration of demand tied
to reputation risk that results in difficulty servicing its debt
burden.

Upside scenario

While unlikely, S&P could raise the rating if CRC reduces leverage
at a sustained level below 5.0x.  However, because of CRC's
accretive holding company debt, S&P do not expect credit measures
will improve materially over the near term.


CROSSON OIL: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Crosson Oil Company, Inc.
        P.O. Box 2070
        Fall River, MA 02722

Case No.: 14-11106

Chapter 11 Petition Date: March 18, 2014

Court: United States Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Hon. Joan N. Feeney

Debtor's Counsel: Roger Stanford, Esq.
                  STANFORD & SCHALL
                  100 Eighth Street
                  New Bedford, MA 02740
                  Tel: (508) 994-3393
                  Fax: 508-994-3368
                  E-mail: ROGERSTANF@AOL.COM

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Frank Crosson, president.

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


DASA ENTERPRISES: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: DASA Enterprises, Inc.
        5701 Plauche Ct.
        New Orleans, LA 70123

Case No.: 14-10609

Chapter 11 Petition Date: March 18, 2014

Court: United States Bankruptcy Court
       Eastern District of Louisiana (New Orleans)

Debtor's Counsel: Michael Breeden, Esq.
                  830 Union Street, Suite 300
                  New Orleans, LA 70112
                  Tel: (504) 524-1668
                  Fax: (504) 524-1066
                  E-mail: breedenbnk@gmail.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: Not indicated

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


DECORO USA: IRS's Amended Claim Disallowed
------------------------------------------
Bankruptcy Judge William L. Stocks in Greensboro, North Carolina,
issued a memorandum opinion sustaining the objection of DeCoro USA
Limited to the amended proof of claim filed by the Internal
Revenue Service, and disallowing that cliam.

Trial on the claim objection was held Sept. 23 to 24, 2013.

The IRS filed a proof of claim on June 8, 2009. According to the
last amendment to the claim which was filed on Jan. 8, 2013, the
tax deficiency was determined to be $11,177,940 including
$1,814,861 in pre-petition interest. The claim consists of income
taxes concerning the Debtor's 2004 though 2007 tax years, and a
withholding obligation for foreign taxes imposed under I.R.C.
Sections 1441 and 1442.

A copy of the Court's March 18, 2014 Memorandum Opinion is
available at http://is.gd/mZOTaVfrom Leagle.com.

Charlotte, North Carolina-based DeCoro USA is a sales and
distribution arm of former leather upholstery giant DeCoro Ltd.
The Company filed for Chapter 11 bankruptcy protection on May 12,
2009 (Bankr. M.D.N.C. Case No. 09-10846).  Christine L. Myatt,
Esq., who has an office in Greensboro, North Carolina, assists the
Company in its restructuring efforts.  The Company listed
$1 million to $10 million in assets and debts.


DETROIT, MI: Bond Insurer Files Suit v. City in Setback for Plan
----------------------------------------------------------------
Mary Williams Walsh, writing for The New York Times' DealBook,
reported that a bond insurer struck a blow against Detroit's
proposal to exit bankruptcy, arguing in a new lawsuit that
Detroit's approach would illegally discriminate against the city's
third-biggest group of creditors -- the investors who provided
$1.4 billion for its workers' pensions nearly a decade ago.

According to the report, those investors bought "certificates of
participation," which were the first securities Detroit defaulted
on as it prepared to file for bankruptcy last summer.  The city
now contends that the 2005 borrowing was a "sham transaction" and
is proposing to give the investors who bought into it one of the
lowest recovery rates in its bankruptcy.

The insurer, the Financial Guaranty Insurance Company, said in its
lawsuit that Detroit "seeks to turn a crooked eye to history," the
report related.  It said the city had benefited greatly from the
transaction but was now pretending to be "the innocent victim of
fraud perpetrated on a grand scale."

The new lawsuit could have far-reaching consequences. It might
lead to a bigger recovery for the investors who hold the
certificates and smaller losses for Financial Guaranty and another
insurer, Syncora, which insured them, the report further related.
But it might also lead to a fight to claw back the $1.4 billion
from the city pension system, which would throw a wrench into
Detroit's efforts to cushion its workers and retirees from some of
the pain as it attempts to resolve its outsized debts.

The retirees, current and future, make up Detroit's biggest and
second-biggest unsecured creditors, first as participants in the
city's retiree health plan, which is entirely unfunded, and second
as participants of its pension plan, which is partly funded, the
report said.  (They are secured creditors to the extent the
benefits are funded.) Although they are in the same general
creditor class as the insurers, they stand to receive
significantly better recoveries under Detroit's proposal to exit
bankruptcy, called the plan of adjustment.

                 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.


DUFFIELD ENTERPRISES: Case Summary & 3 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: Duffield Enterprises, LLC
        6608 18th Avenue
        Brooklyn, NY 11204

Case No.: 14-41206

Chapter 11 Petition Date: March 18, 2014

Court: United States Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Hon. Elizabeth S. Stong

Debtor's Counsel: Robert H Solomon, Esq.
                  ROBERT H. SOLOMON, PC
                  24 East Park Ave., POB 58
                  Long Beach, NY 11561
                  Tel: (516) 432-1622
                  Fax: (516) 432-1713
                  E-mail: rob@solomonlawyer.com

Total Assets: $1.80 million

Total Liabilities: $3 million

The petition was signed by Mark Weinberger, managing member.

A list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/nyeb14-41206.pdf


EDISON MISSION: Sees Bankruptcy Exit in April 2014
--------------------------------------------------
Edison Mission Energy said it expects to consummate its plan of
reorganization and emerge from chapter 11 in April 2014.

EME won confirmation of its joint Chapter 11 plan on March 11,
2014.

EME said these conditions, and others, will have been satisfied or
waived for the Plan to become effective:

     * Consummation of the sale of substantially all of EME's
       assets, including its equity interest in substantially
       all of its debtor and non-debtor subsidiaries, to a
       wholly owned subsidiary of NRG Energy Inc., which is
       expected in April 2014;

     * Payment of the Powerton and Joliet Cure Amount, as
       defined in the Asset Purchase Agreement governing the
       NRG Sale; and

     * Establishment of a new entity to be formed which will
       make distributions pursuant to the Plan for the benefit
       of EME's existing creditors -- Reorganization Trust --
       and funding of escrow accounts therein.

In addition, the Debtors must perform various other administrative
actions in conjunction with emergence from chapter 11.  There can
be no assurance that the Debtors will satisfy these conditions,
complete such required actions and emerge from chapter 11 within
the Debtors' anticipated timeframe or at all.

The Plan provides for: (a) the sale to NRG Energy, Inc. and NRG
Energy Holdings, Inc. (the "Purchaser") of substantially all of
EME's assets for approximately $2.635 billion, subject to certain
adjustments provided in the Acquisition Agreement, and assumption
of the so-called PoJo Leases, as modified; (b) a settlement with
Edison International ("EIX") and certain EME noteholders pursuant
to which EME will emerge from bankruptcy free of liabilities but
will remain an indirect wholly-owned subsidiary of EIX; and (c)
the transfer of substantially all remaining assets and liabilities
of EME that are not otherwise discharged in the bankruptcy or
transferred to NRG to the Reorganization Trust.  Once consummated,
the Plan will result in recoveries of over 80% for holders of
unsecured claims against EME and payment in full in cash of claims
against EME's subsidiaries.

                          NRG Transaction

The Acquisition Agreement between EME, NRG and the Purchaser, a
wholly owned subsidiary of NRG, provides for the sale of
substantially all of EME's assets, including the outstanding
equity interests in certain of EME's direct subsidiaries (and
thereby such subsidiaries' assets and liabilities), EME's cash and
cash equivalents and EME's interest in substantially all of the
other assets used in the operation of EME's and its subsidiaries'
businesses (the "Acquired Assets") to the Purchaser upon
Bankruptcy Court confirmation and consummation of the Plan. Upon
closing, the Purchaser will assume substantially all of the
liabilities related to assets to be acquired, including, among
other things, (i) all liabilities of EME under the Powerton and
Joliet leases, other than the cure amount as set forth in the
Acquisition Agreement (the "Powerton and Joliet Cure Amount");
(ii) all trade and vendor accounts payable and accrued liabilities
arising from the operation of the Debtors' businesses prior to the
date of the closing of the transaction; and (iii) all cure amounts
and other liabilities of the Debtors other than the Homer City-
related Debtors and certain agreed-upon excluded liabilities.

In particular, with respect to the Powerton and Joliet leases (the
"PoJo Leases"), at the closing of the transaction, NRG will (i)
replace the existing EME guarantees with NRG guarantees; (ii)
replace EME as a party to the tax indemnity agreements relating to
the PoJo Leases; and (iii) covenant to make a capital investment
in the Powerton and Joliet Stations, provided that NRG will not be
obligated to make capital investments in excess of $350 million.

In consideration, at the closing of the transaction, EME will
retain all liabilities with respect to the payment of the Powerton
and Joliet Cure Amount and would be responsible for bearing the
costs of such cure payment for all amounts due under the lease
before January 2, 2014. In addition, the intercompany note issued
by EME for the benefit of Midwest Generation, LLC will be
canceled. Midwest Generation will assume the Powerton and Joliet
leases and the other operative documents related thereto, as
modified by mutual agreement of the parties, and all monetary
defaults under each lease would be cured at closing.  The Acquired
Assets do not include (i) the Homer City-related Debtors, (ii)
potential litigation claims of EME against its parent, EIX and
(iii) various tax attributes of EME, including tax losses, tax
loss carryforwards, tax credits, and tax refunds.

The total purchase price to be paid by the Purchaser for the
Acquired Assets is $2.635 billion, subject to certain adjustments
provided in the Acquisition Agreement. The Acquisition Agreement
provides for $350 million of the total purchase price to be paid
in the form of 12,671,977 newly issued shares of NRG's common
stock which trades on the New York Stock Exchange under the ticker
symbol NRG.

The Acquisition Agreement provides specific termination rights to
each party, which include a right to terminate if certain
milestone dates are not met, for material breaches of the
Acquisition Agreement not cured within a specified period or if
EME enters into or seeks approval of a superior proposal. Under
specified circumstances, NRG will be entitled to receive a cash
fee of $65 million, and expense reimbursement of all reasonable
and documented out-of-pocket expenses, if the Acquisition
Agreement is terminated.

Before the NRG Sale may be completed, the parties must satisfy all
conditions set forth in the Acquisition Agreement, including,
among other things, governmental and regulatory approvals. Certain
conditions, such as the confirmation of the Plan and the entry of
a Confirmation Order by the Bankruptcy Court, have already been
met. Certain other closing conditions have already been satisfied,
including the receipt of various government and regulatory
approvals and the declaration of effectiveness of the Registration
Statement on Form S-1 for the common stock to be issued by NRG as
a portion of the purchase price. The Acquisition Agreement
contains certain representations and warranties made by EME, NRG
and the Purchaser. There are also various pre-closing and post-
closing covenants binding on the parties. If the remaining
conditions or requirements are not satisfied or waived, the NRG
Sale will not be consummated.

                          EIX Settlement

Under the Settlement Agreement, the Reorganization Trust will be
formed, which will make distributions pursuant to the Plan for the
benefit of EME's existing creditors. All assets and liabilities of
EME that are not otherwise discharged in the bankruptcy or
transferred to NRG as part of the NRG Sale will be transferred to
the Reorganization Trust, with the exception of (i) EME's income
tax benefits generated as of the Effective Date which had not
previously been paid to EME under tax-allocation agreements with
EIX (the "EME Tax Attributes"), estimated at $1.19 billion, which
will be retained by the EIX consolidated tax group, (ii)
liabilities totaling $241 million associated with the qualified
pension plan, the executive retirement plan, the executive
deferred compensation plan and uncertain federal and state tax
positions, which are being assumed by EIX and (iii) EME's indirect
interest in Capistrano Wind Partners.

EIX has disclosed that they have estimated their exposure to the
qualified pension plan, executive retirement plan, executive
deferred compensation plan and uncertain federal and state tax
positions to be approximately $350 million. EIX will pay the
Reorganization Trust amounts equal to 50% of the EME Tax
Attributes as follows: $225 million payable on the Effective Date
in cash, with one half of the balance payable on each of September
30, 2015 and September 30, 2016, together with interest at 5% per
annum from the Effective Date.

The estimated value of the EME Tax Attributes will be updated
within approximately six months of the Effective Date. When the
updated estimate is finalized, the amounts of the two installment
payments remaining to be made by EIX will be fixed and EIX will
deliver to the Reorganization Trust two zero coupon promissory
notes evidencing its obligation to make those payments.

EME and the Reorganization Trust will release EIX and its
subsidiaries, officers, directors, and representatives from all
claims, except for those deriving from commercial arrangements
between Southern California Edison Company and certain of EME's
subsidiaries and obligations under the Settlement Agreement. EIX
and its subsidiaries that directly and indirectly own EME will
provide a similar release to EME and the Reorganization Trust.
Under the Plan, EIX and its subsidiaries, officers, directors and
representatives will also be beneficiaries of orders of the
Bankruptcy Court releasing them from claims of third parties in
EME's bankruptcy proceedings and the Reorganization Trust will be
obligated to set aside $50 million in escrow to secure its
obligations to EIX under the Settlement Agreement, including its
obligation to protect against liabilities, if any, not discharged
in the chapter 11 cases for which the Reorganization Trust remains
responsible. Such escrowed amount will decline over time to zero
on the later of September 30, 2016 and the date on which certain
third-party claims pending on September 30, 2016 are resolved.

A copy of the Confirmation Order, dated March 11, 2014, and the
Third Amended Joint Plan of Reorganization, as attached to the
Confirmation Order, is available at http://is.gd/2fmMCg

                      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.


EDISON MISSION: Fitch Comments on EIX Exposure to EME Insolvency
----------------------------------------------------------------
Bankruptcy court approval of the plan of reorganization (POR)
moves Edison International (EIX) closer to a final resolution of
its exposure to Edison Mission Energy's (EME) insolvency and, in
Fitch Ratings' opinion, represents a positive development for
EIX's creditworthiness.  On March 11, 2014, the U.S. Bankruptcy
Court for the Northern District of Illinois, Eastern Division,
approved EME's POR, positioning EME to emerge free of liabilities.

From a broader industry perspective, EME's insolvency underscores
the challenges facing merchant generators.  Among these challenges
are Fitch's expectations for a continuation of relatively low
power and gas prices, as well as rising costs related to
environmental regulations and modest prospective sales growth due
to competitive pressures from both energy-use efficiency and
renewable generation.

The approved POR incorporates the settlement agreement reached
between EME, EIX and certain EME creditors in February 2014.
Fitch upgraded EIX's ratings and placed them on Rating Watch
Positive on Feb. 21, 2014, in anticipation of bankruptcy court
approval of the POR.  Fitch expects to resolve the Rating Watch
Positive upon closing of the pending sale of certain EME assets to
NRG Energy, Inc. and the formation of the new trust contemplated
by the settlement agreement.

Under the terms of the POR, EME will remain a subsidiary of EIX,
while EIX will assume certain income tax and pension liabilities
approximating $350 million and retain certain tax attributes
totaling an estimated $1.191 billion.  All assets and liabilities
of EME that are not assumed by EIX, discharged in bankruptcy or
transferred to NRG Energy, Inc. (NRG) under the POR will be
transferred to a newly formed trust to be controlled by EME
creditors.

The closing of the sale of EME assets to NRG and the settlement
transaction is expected to occur around late March or early April
2014.  Upon closing, EIX will pay $225 million to the trust.  EIX
will make two additional payments in September 2015 and 2016
following the final determination of tax attributes to be shared
between both EIX and EME's creditors under the terms of the POR.
Total payments from EIX to the trust are expected to approximate
$635 million, approximately one-half of the value of the tax
attributes.


EL PASO PIPELINE: Moody's Affirms 'Ba1' CFR, Outlook Stable
-----------------------------------------------------------
Moody's Investors Service changed the outlook for El Paso Pipeline
Partners Operating Company (EPBO) to stable from positive and also
changed the outlooks for EPBO's two large interstate pipelines,
Colorado Interstate Gas and Southern Natural Gas, to stable from
positive. These actions were taken to reflect increasing leverage
at EPBO and the slower pace of de-leveraging taking place at
Kinder Morgan Inc. (KMI, Ba2 stable), EPBO's parent. Moody's links
the ratings of EPBO and KMI given KMI's partial reliance on
distributions from EPBO to fund dividends at the KMI level. EPBO's
leverage is expected to increase after completion of the planned
drop down of KMI's 50% interest in Ruby Pipeline (Baa3 stable) and
50% interest in Gulf LNG (unrated). In the future, EPBO's leverage
could increase further if KMI elects to sell its 50% interest in
Florida Gas Transmission (FGT, Baa2 stable) to EPBO.

El Paso Pipeline Partners Operating (EPBO)

Corporate Family Rating of Ba1 affirmed

Probability of Default Rating of Ba1 -- PD affirmed

Speculative Grade Liquidity Rating of SGL-2 affirmed

Backed senior unsecured rating of Ba1 affirmed

Outlook changed to stable

Colorado Interstate Gas (CIG)

Senior unsecured rating of Baa3 affirmed

Outlook changed to stable

Southern Natural Gas (SNG)

Senior unsecured rating of Baa3 affirmed

Outlook changed to stable

"Moody's revised its rating outlook for EPBO to stable from
positive based on the expectation for a modest increase in
leverage in 2014 given the announced asset acquisitions from KMI,
in combination with a slowing pace of leverage reduction at KMI,"
said Stuart Miller, Moody's Vice President and Senior Credit
Officer. "Despite EPBO's lower-risk portfolio of assets, it is
difficult to contemplate an upgrade of EPBO given the possibility
the FGT could be dropped down into EPBO at some point in the
future, likely resulting in higher leverage."

Ratings Rationale

Moody's calculates EPBO's leverage to be 3.8x at the end of 2013.
After the acquisition of a 50% interest in Ruby Pipeline and a 50%
interest in Gulf LNG and using proportional consolidation, Moody's
projects run-rate leverage will increase to 4.3x by the end of
2014. This projected leverage assumes a purchase price multiple of
9.5x 2013 EBITDA for each drop down, and a financing plan that
includes 50% equity and 50% debt. While 4.3x leverage does not
rule out an upgrade for EPBO, there is a possibility that FGT will
be dropped down to EPBO at some point in the future. The
acquisition of FGT, given its relative scale, would likely push
EPBO's leverage over 4.5x. In addition, if the construction cost
for a LNG export facility at Elba Island is considered, leverage
could reach as high as 5.0x, at least on a temporary basis during
the construction phase.

EPBO's rating and rating outlook are also impacted by the leverage
at KMI. KMI's delay in dropping down FGT, along with its share and
warrant purchase program initiated in 2013 have slowed down the
retirement of El Paso Corporation acquisition debt. We project
KMI's leverage to end 2014 at about 6.0x, which is higher than the
5.0x we envisioned when the acquisition of El Paso Corporation
closed in mid-2012. Until KMI's leverage is reduced to this level,
KMI's leverage will have a negative influence on the ratings of
all of the members of the Kinder family, including EPBO.

The outlook for the unsecured debt ratings of Colorado Interstate
Gas (CIG, Baa3 stable) and Southern Natural Gas (SNG, Baa3 stable)
were changed to stable in parallel with the stable outlook for
EPBO's debt rating. These pipeline companies are conservatively
capitalized and benefit from the very stable cash flow generated
from their long-haul, FERC regulated assets. On a stand-alone
basis, CIG and SNG have strong Baa credit profiles. However, their
ratings have been constrained by the rating of EPBO which in turn
has been influenced by the indirect credit support provided to
KMI. When EPBO's rating is once again considered for an upgrade,
it will provide the opportunity to re-look at the ratings of CIG
and SNG for a potential upgrade as well.

EPBO's rating will be considered for an upgrade once it is clear
that EPBO's leverage will remain below 4.5x, and when KMI's
leverage approaches 5.5x. On the other hand, EPBO could be
downgraded if its leverage approaches 5.0x on a sustained basis or
if growth in its distribution program becomes more aggressive,
putting additional pressure on EPBO's cash flows and liquidity.

EPBO's SGL-2 liquidity rating reflects our expectation that EPBO
will have sufficient liquidity over the next twelve months to
cover its maintenance capital spending, interest expense,
distributions, and working capital needs using internally
generated cash flow and through its access to the El Paso Pipeline
Partners, L.P. (EPB) revolving credit facility. Any significant
growth capital expenditures or acquisitions at EPBO will need to
be financed externally. EPB's $1 billion senior unsecured
revolving credit facility was unused at December 31, 2013 and
expires in 2016. The partnership is in compliance with the
maintenance covenants of the revolving credit facility by a margin
that would permit full usage of the credit facility without the
addition of any incremental EBITDA. Alternate liquidity is limited
as EPBO's assets are limited to stock positions in its operating
subsidiaries. The stock of these operating subsidiaries is not
publicly traded. The credit facility limits EPB and EPBO asset
dispositions to an amount that represents less than 10% of
consolidated tangible assets.

El Paso Pipeline Partners Operating Company is part of a master
limited partnership that owns and operates interstate gas
transportation and terminal facilities. The general partner of El
Paso Pipeline Partners Operating Company is owned by Kinder Morgan
Inc., is one of the largest midstream energy companies in the US.
Kinder Morgan Inc. operates product pipelines, natural gas
pipelines, liquids and bulk terminals, and CO2, oil, and natural
gas production and transportation assets. Both companies are
headquartered in Houston, Texas.

The principal methodology used in this rating was the Global
Midstream Energy published in December 2010 and the Natural Gas
Pipelines published in November 2012. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.


EMPIRE GENERATING: S&P Assigns 'B+' Rating to Credit Facilities
---------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+' debt
issue rating to power project financing Empire Generating Co.
LLC's senior secured term loans and revolving credit facilities
due in 2021 and 2019.  The debt consists of a $430 million term
loan B due 2021, a $30 million funded letter-of-credit term loan C
due 2021, and a $20 million revolving credit facility due 2019.
S&P also assigned a '2' recovery rating to the senior secured
debt, indicating a substantial recovery of 70% to 90% based on
estimated asset value and debt outstanding in its simulated
default scenario.  The outlook is stable.

The 'B+' rating reflects business exposure to potentially volatile
merchant power markets and to uncertain future New York
Independent System Operator (NY ISO) capacity market prices, but
with a plant that has a favorable competitive position.  Empire's
main competitive attributes are its recent vintage,with commercial
operations starting in September 2010, a low relative heat rate,
and, in the medium term, likely improved access to lower-cost
natural gas from the Marcellus Basin through the proposed
Constitution Pipeline that plans to start operating in 2015.  The
expected financial performance also supports a 'B+' rating, with
debt service coverage ratios (DSCR) of about 2.3x minimum (based
on interest and required 1% mandatory amortization) and with a
forecast debt at maturity of about $184 million in S&P's base
case, or about $304 per kilowatt (kW) factoring in the cash flow
sweep, an assumed fully drawn revolving facility, and additional
debt allowance.  S&P thinks Empire will likely be able to
refinance this debt on reasonable terms given the plant's relative
young age and its likely good competitive position.

"Empire has demonstrated sound operational performance
since beginning commercial operations in September 2010, with an
availability rate that is notably above the industry average,"
said Standard & Poor's credit analyst Terry Pratt.

The stable outlook reflects S&P's conclusion that Empire will
continue to operate well and its assumption that the Constitution
Pipeline will be built into the project's region by 2015,
resulting in lower natural gas costs for Empire than it pays
today.  The stable outlook also reflects S&P's belief that power
prices, which largely stem from natural gas prices, and the NY ISO
capacity market prices will not drop considerably from S&P's
assumptions in the next two to three years.  Developments that
could lead to a lower rating would be materially weaker operating
performance, which is unlikely, or a material change in market
power or capacity prices from S&P's current assumptions.  More
specifically, if operational and market setbacks result in DSCRs
consistently going below 2x or a forecast debt per kW at maturity
well above $300, S&P would likely lower the rating.  If power and
capacity market prices exceed S&P's expectations and would likely
result in a forecast debt per kW at maturity below about $200, S&P
would likely raise the rating.


EMPRESAS INTEREX: Has Deal to Settle CRIM's Claim
-------------------------------------------------
Empresas Interex, Inc., and creditor Municipal Revenue Collection
Center, known in Spanish as Centro de Recaudacion de Ingresos
Municipales (CRIM), ask the Bankruptcy Court to approve a final
settlement agreement in relation to its objection to Claim No. 13
filed by CRIM.

The parties relate that during the Nov. 21, 2013 confirmation
hearing, the parties informed the Court that they had reached an
agreement as to the contested matters related to the Debtor's
objection to CRIM's proof of claim.

The settlement agreement dated Dec. 12, 2013, provides that, among
other things:

   a. CRIM made an attachment on account in the name of Ryam
      Corp. with Banco Popular de Puerto Rico, on June 23, 2008,
      to collect personal property taxes owed by Ryam to CRIM.

   b. On July 22, 2008, the Debtor filed a lawsuit in the Puerto
      Rico Court of First Instance, San Juan Section for the
      dissolution of the attachment, claiming that the funds in
      the account belonged thereto and not Ryam.

   c. CRIM filed proof of claim No. 13 for $79,323, of which
      $62,238 was claimed as secured.

   d. The Debtor waives any claim or interest in the account.

   e. Within the next five days of the filing of the final
      agreement, the Debtor will file a motion for the voluntary
      dismissal of the complaint with prejudice.  Furthermore,
      the Debtor agreed not to oppose any finding by the Court
      that the funds in account ***-**-3534 belong to Ryam.

   f. Within the next three days of being notified of the filing
      of the motion for the voluntary dismissal of the complaint
      CRIM will withdraw POC No. 13.

On Dec. 27, 2013, United Surety & Indemnity Company opposed to the
settlement agreement.

                    About Empresas Interex Inc.

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

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


EZE CASTLE: Plans to Amend Debt No Impact on Moody's B2 CFR
-----------------------------------------------------------
Moody's Investors Service said Eze Castle Software, Inc. ("Eze
Software") debt ratings, including the B2 Corporate Family Rating
("CFR"), are unaffected following Eze Software's plans to amend
the 1st and 2nd lien term loans. The company is repricing the term
loans to reduce its interest expense. The outlook remains stable.

Ratings Rationale

The proposed amendment will increase the amount of the 1st lien
debt (rated B1) by about $47 million, reduce the 2nd lien debt
(rated Caa1) by about $45 million, and reduce the interest rates
on both term loans. Due to the decrease of junior debt in the
capital structure, the loss given default (LGD) assessment for the
1st lien term loan was revised to LGD3 (38%) from LGD3 (33%) and
the 2nd lien term loan was revised to LGD6 (90%) from LGD5 ( 87%).

Eze Software provides OMS, EMS, portfolio management and
accounting software and services to hedge funds, other
institutional investors and brokerage firms in the U.S., Europe
and Asia. The company is being purchased by affiliates of TPG
Capital. Moody's expects 2014 revenue of at about $240 million.

The principal methodology used in this analysis was the Global
Software Industry published in October 2012. Other methodologies
used include Loss Given Default for Speculative-Grade Non-
Financial Companies in the U.S., Canada and EMEA published in June
2009. Please see the Credit Policy page on www.moodys.com for a
copy of these methodologies.


EZE CASTLE: S&P Affirms 'B' CCR & Rates $380MM Sr. Loan 'B+'
------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating on Boston-based Eze Castle Software Inc.
The outlook is stable.

At the same time, S&P assigned a 'B+' issue-level rating to the
company's proposed $380 million senior secured first-lien term
loan due 2020.  The '2' recovery rating indicates S&P's
expectation for substantial recovery (70% to 90%) in the event of
payment default.  S&P also assigned a 'CCC+' issue-level rating to
the proposed $125 million second-lien term loan due 2021.  The '6'
recovery rating indicates our expectation for negligible recovery
(0% to 10%) in the event of payment default.

S&P will withdraw its issue-level and recovery ratings on the
company's existing term loans following the close of the
transaction.

"The ratings reflect Eze's 'highly leveraged' financial risk
profile with leverage in the mid-6x area at Sept. 30, 2013, and
its 'weak' business risk profile resulting from its narrow market
focus and concentrated exposure to the financial services
industry," said Standard & Poor's credit analyst Christian Frank.

Nevertheless, S&P expects that the company's recurring revenue
model and leadership position in the markets it serves are likely
to result in modest EBITDA growth and leverage reduction.

The stable outlook reflects Eze Software's stable free cash flow
resulting from its recurring and predictable revenue base, and its
expectation that it will maintain its competitive position in key
markets.

S&P may lower the rating if profitability deteriorates or if the
company pursues a material shareholder distribution such that pro-
forma adjusted leverage is sustained above the mid-7x area.

An upgrade is unlikely over the next 12 months due to the
company's high leverage and its view that its private equity
ownership structure likely precludes sustained deleveraging.


FIRST CASH: S&P Assigns 'BB-' ICR; Outlook Stable
-------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB-'
issuer credit rating to First Cash Financial Services Inc.  The
outlook is stable.  S&P is also assigning a 'BB-' issue rating to
First Cash's proposed issuance of $200 million in senior unsecured
notes.

"Standard & Poor's ratings on First Cash reflect the company's
rapid growth, concentrated business model, and potential for
adverse regulatory challenges," said Standard & Poor's credit
analyst Shakir Taylor.  The company's low leverage, well-managed
funding and liquidity, and consistent track record of good
earnings performance are positive ratings factors.

Arlington, Texas-based, First Cash is a retail-based financial
services company, which provides pawn loans, payday products, and
a diverse array of discretionary retail merchandise to consumers.
The company was founded in 1988 and has grown its franchise
rapidly within the past five years to be one of the largest
publicly traded pawn operators in North America.  As of Dec. 2013,
about 65% of the company's 906 stores were based in Mexico, while
the remaining stores were located within 12 states in the U.S. but
mainly concentrated in Texas, Maryland, Colorado, and South
Carolina.  First Cash's high growth strategy focuses on building
de novo locations and acquiring small retail chains.  Within the
past five years, the company added 328 stores in Mexico.  S&P
believes that this scale of growth into Mexico may carry embedded
market and operational risk to the franchise, especially if the
company's performance expectations do not sufficiently materialize
to recover the outpace of cash flow.

In S&P's view, First Cash's business is highly concentrated.
Revenue from pawn-related operations (including scrap sales)
accounted for approximately 93% of the company's revenue in 2013.
Although S&P do recognize the company has some geographic
diversification, all of the revenues being related to pawn lending
is a rating negative.  For example, uncertainty toward future
regulatory reform on the federal, state, or local ordinance level
could hurt its business.

The stable outlook reflects S&P's belief that First Cash will
maintain strong operating margins, adequate liquidity, and will
not experience significant operational missteps while the company
continues to pursue its expansion strategy.

S&P could lower the rating if First Cash's credit measures
deteriorate significantly because of operational challenges as the
company expands or due to any unfavorable regulatory changes at
the state or federal level.  If the company's operating leverage
(including operating leases) exceeds 3.25x on a sustained basis or
approaches covenant coverage ratios, we could also lower the
rating.

On the other hand, S&P may raise the rating if the company
diversifies its business model and continues to deliver stable
earnings.  Currently, the company's pawn operations in the U.S.
and Mexico represent 93% of total revenues.  Given this level of
concentration, S&P is unlikely to raise the rating within the next
12 months.


FLEXERA SOFTWARE: S&P Lowers CCR to 'B' on Dividend Recap
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating to 'B' from 'B+' on Itasca, Ill.-based Flexera Software
LLC.  The outlook is stable.

"At the same time, we assigned a 'B' issue-level rating with a '3'
recovery rating to the company's proposed $345 million senior
secured first-lien term loan due 2020 and $25 million revolving
credit facility due 2019.  The '3' recovery rating indicates our
expectation for meaningful (50% to 70%) recovery in the event of
payment default.  We also assigned a 'CCC+' issue-level rating
with a '6' recovery rating to the proposed $125 million second-
lien term loan due 2021.  The '6' recovery rating indicates our
expectation for negligible (0% to 10%) recovery in the event of
payment default," S&P said.

"The rating action reflects our revision of Flexera's financial
risk profile to 'highly leveraged' from 'aggressive' after the
increase in leverage stemming from the company's proposed issuance
of new credit facilities to pay a dividend to its shareholders and
refinance existing debt," said Standard & Poor's credit analyst
Christian Frank.

"The ratings also reflect the company's 'weak' business risk
profile resulting from its narrow product focus and competitive
operating environment," Mr. Frank added.

The stable outlook incorporates S&P's anticipation that the
company's embedded software products and near-term growth
prospects will support consistent operating performance.


FREEDOM INDUSTRIES: Withdraws Motion to Incur Postpetition Loan
---------------------------------------------------------------
Freedom Industries Inc., on March 14, 2014, notified the U.S.
Bankruptcy Court for the Southern District of West Virginia of its
withdrawal of the motion for authorization to incur postpetition
financing.

The First Interim DIP Order authorized, inter alia, the Debtor to
borrow up to $3.0 million on an interim basis from WV Funding,
LLC.  Subsequent to the entry of the First Interim DIP Order, the
Debtor made a determination that it would not be able to
reorganize its business and affairs as a going concern enterprise.
Accordingly, the Debtor began work on a modified budget based on
the Debtor's change in circumstances.

The Second Interim DIP Order dated Feb. 21, provided, inter alia,
that the Debtor would not expend any of the DIP Proceeds during
the pendency of the Second Interim DIP Order, and also scheduled a
final hearing on the DIP Motion for March 18, 2014.

The Debtor said it is discussing with the Official Committee of
Unsecured Creditors and the DIP Lender the terms and conditions of
an alternative standby credit facility that would be available to
the Debtor.

                    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.

As reported in the Troubled Company Reporter on Feb. 20, 2014,
Kate White, writing for The Charleston Gazette, reported that the
Debtor disclosed $16 million in assets and $6 million in
liabilities when it filed for bankruptcy.

On Feb. 5, 2014, the U.S. Trustee appointed an official committee
of unsecured creditors.


FREEDOM INDUSTRIES: Panel Asks Court to Clarify Disclosure Matters
------------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of Freedom Industries, Inc., requests that the Bankruptcy
Court enter an order clarifying the requirement of the Committee
to provide access to confidential or privileged information to
creditors.

The Committee also asks the Court to confirm that the Committee is
not authorized or required by Section 1102(b)(3)(A) of the
Bankruptcy Code to provide to any creditor represented by the
Committee access to the Debtor's confidential information.

The Committee says that the relief not only will assist in
preserving and maximizing the value of the Debtor's estate, but
also will protect the Committee by permitting it to review
confidential information and obtain privileged advice of counsel
without risk of violating the Bankruptcy Code by keeping the
information confidential and not distributing the information to
creditors generally.

                    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.

As reported in the Troubled Company Reporter on Feb. 20, 2014,
Kate White, writing for The Charleston Gazette, reported that the
Debtor disclosed $16 million in assets and $6 million in
liabilities when it filed for bankruptcy.

On Feb. 5, 2014, the U.S. Trustee appointed an official committee
of unsecured creditors.


FREEDOM INDUSTRIES: Parties Granted Access to Incident Site
-----------------------------------------------------------
The Hon. Ronald G. Pearson of the U.S. Bankruptcy Court for the
Southern District of West Virginia authorized Freedom Industries,
Inc., and the so-called litigation parties to access the site
where an incident occurred at the facility located at 1015 Barlow
Drive, Charleston, West Virginia, on Jan. 9, 2014.

A blend of roughly 88.5% crude 4-methylcyclohexanemethanol (MCHM),
7.3% PPH (a hydrophobic glycol ether) and 4.2% water by weight was
released from Tank No. 396 at the Debtor's facility to the Elk
River.

The Court said that the purpose of the order is to (i) provide
opportunity to the litigation parties to access physical evidence
at the facility; (ii) advance an orderly manner by which evidence
may be collected; (iii) ensure that documentary evidence as
outlined will be preserved and maintained by the Debtor; and (iv)
ensure the timely steps may be taken to protect human health,
welfare and environment.

                    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.

As reported in the Troubled Company Reporter on Feb. 20, 2014,
Kate White, writing for The Charleston Gazette, reported that the
Debtor disclosed $16 million in assets and $6 million in
liabilities when it filed for bankruptcy.

On Feb. 5, 2014, the U.S. Trustee appointed an official committee
of unsecured creditors.


FREEDOM INDUSTRIES: Vestige Okayed to Retrieve & Preserve Evidence
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of West
Virginia authorized on March 4, 2014, Freedom Industries, Inc., to
employ to Vestige Ltd. for retrieval and preservation of
electronic evidence in connection with the chemical spill on
Jan. 9, 2014.

The Debtor said the incident involved one of its storage tanks
located at its Charleston facility.  Facts surrounding the
incident are subject to pending investigations by the Debtor and
various regulatory and other governmental authorities.

Vestige estimated that it would cost $42,555 to comply with the
electronic document requests by retrieving, preserving, and
maintaining any and all electronic evidence.

Several lawsuits have been commenced against the Debtor and other
parties in state and federal courts relating to the incident.
While the actions are stayed by the filing of the bankruptcy case,
the Debtor has been working with counsel for some of the
plaintiffs in these actions relating to preservation of evidence.

In connection therewith, among other things, the Debtor entered
into a consent order dated Jan. 24, with the West Virginia
Department of Environmental Protection to decommission the
Charleston facility.  In addition, the United States Chemical
Safety and Hazard Investigation Board is investigating the
incident and intends to collect and store certain evidence
relating to the incident.  Other governmental agencies are also
investigating the incident and collecting evidence in connection
therewith.

On Jan. 13, 2014, the Office of the Attorney General for the State
of West Virginia served Freedom and certain of its employees with
a notice of inquiry and investigation and notice to preserve
documents and evidence.  Pursuant to the WV Attorney General
Notice, the Debtor was directed to take immediate and continuing
steps to preserve, maintain, and otherwise prevent from
destruction, any and all documents and evidence related to the
incident.  As part of the directions, the Debtor is required to
preserve any and all electronic documents and evidence related to
the incident including, but not limited to, email messages, text
messages, computer generated media, and other electronically
written documents stored on computers, cell phones, flash drives,
or servers owned by the Debtor.

                    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.

As reported in the Troubled Company Reporter on Feb. 20, 2014,
Kate White, writing for The Charleston Gazette, reported that the
Debtor disclosed $16 million in assets and $6 million in
liabilities when it filed for bankruptcy.

On Feb. 5, 2014, the U.S. Trustee appointed an official committee
of unsecured creditors.


FREEDOM INDUSTRIES: Court Order to Help Grand Jury Probe
--------------------------------------------------------
Jacqueline Palank, writing for The Wall Street Journal, reported
that a bankruptcy judge has authorized Freedom Industries Inc.,
the company behind the West Virginia chemical spill, to continue
cooperating with a federal grand jury investigation of the spill.

According to the report, Judge Ronald G. Pearson of the U.S.
Bankruptcy Court in Charleston, W.Va., specifically authorized
Freedom to hire a digital investigations firm to help it gather
and preserve electronic records in connection with the probe,
court papers show.

In its request to hire Vestige Ltd., Freedom said it has been
"coordinating with the relevant government agencies in good faith
to comply with all of the electronic document requests," the
report related.

Hiring Vestige at the quoted cost of $42,555 would allow it to
continue cooperating with the probe and avoid "further legal
action and/or sanctions from the governmental agencies and/or this
court," Freedom said, the report cited.

                    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.


FREEDOM INDUSTRIES: President Seeks Pay Approval, Suit Protection
-----------------------------------------------------------------
Tom Corrigan, writing for The Wall Street Journal, reported that
the president of Freedom Industries Inc., Gary Southern, wants
protection from lawsuits while keeping his $230,000-a-year job to
wind down the company at the center of a West Virginia chemical
spill that tainted the water supply of 300,000 people.

According to the report, in documents filed with the U.S.
Bankruptcy Court in Charleston, W.Va., Mr. Southern asked Judge
Ronald Pearson to approve his pay until a chief restructuring
officer, or CRO, is appointed. Mr. Southern, who has been named in
two lawsuits filed as a result of the spill, is also asking a
bankruptcy judge to approve an indemnification provision in
Freedom's corporate bylaws that would protect him from any losses
or expenses resulting from lawsuits related to his work for the
company.

Mr. Southern became president of Freedom at the beginning of this
year, just days before the chemical spill and subsequent water
contamination, the report related.  Mr. Southern's lawyers say his
continued employment is "essential" to a successful resolution of
the bankruptcy case and that the company is on target with
deadlines agreed upon with the state of West Virginia, according
to court papers.

In court papers, Mr. Southern said he worked 12 to 16 hours a day,
every day, including Saturdays and Sundays for 46 consecutive days
following the spill, the report further related.  Since then, his
lawyers said, Mr. Southern has put in 10 to 12 hours a day,
working with investigators, drafting the company's remediation
plan and winding down the business as it completes the process of
cleaning up the spill site.

Companies in bankruptcy typically pay for the legal defense of
their directors and top executives, the report noted.  But insider
pay during bankruptcy typically attracts the attention of
creditors, as has Mr. Southern's request for indemnification while
various investigations into the spill are ongoing.

                    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.


GENERAL MOTORS: Recalls 1.7 Million More Vehicles
-------------------------------------------------
Jeff Bennett, writing for The Wall Street Journal, reported that
General Motors Co. Chief Executive Mary Barra stepped up her
response to the company's vehicle-defect problem, announcing three
new safety recalls and vowing to change the way the auto maker
handles recalls.

According to the report, in a video posted on a GM website, Ms.
Barra sounded a personal note as she tried to reassure customers,
regulators, lawmakers and investors that the company is
confronting not just the threats from defective vehicles but the
corporate processes that failed to respond to them sooner.

GM last month recalled 1.6 million vehicles world-wide to fix
faulty ignition switches that have been linked to a dozen deaths,
the report related. It took the company nearly a decade to order
the recalls after employees identified the problems ahead of the
launch of the 2005 Chevrolet Cobalt compact car.

GM recalled some 1.7 million vans, sport-utility vehicles and
Cadillac luxury cars to fix a variety of problems, chief among
them a wiring defect that could result in seat air bags failing to
deploy, the report further related.  In all, GM has recalled 3.3
million vehicles world-wide since mid-February, with the majority
of those sold in the U.S.

"As a member of the GM family and as a mom with a family of my
own, this really hits home for me," Ms. Barra said in the video.
"The bottom line is we will be better because of this tragic
situation if we seize the opportunity."

                     About Motors Liquidation

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

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

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

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


GOLDKING HOLDINGS: Panel Favored Brinkman, Snubbed Local Firms?
---------------------------------------------------------------
Whether Goldking Holdings, LLC's creditors committee can employ
Brinkman Portillo Ronk, APC, as counsel will be tackled by the
Bankruptcy Court at Monday's hearing.

Bankruptcy Judge David R. Jones scheduled an evidentiary hearing
at 2:00 p.m. (Houston time) on March 24, 2014, in Courtroom 400,
4th Floor, 515 Rusk, Houston, Texas, to consider the Committee's
Application.

The Debtors and the United States Trustee have filed objections to
the engagement, seeking more information on the circumstances that
led to the Committee's selection of the firm as counsel.

                     UST Urges More Disclosure

Judy A. Robbins, U.S. Trustee, noted that aside from his
disclosure of connections to the Debtors, Daren R. Brinkman, a
shareholder at the firm, stated that his firm represented Gulf
Coast Chemical L.L.C. -- one of the members of the three-member
Committee -- prior to the formation of the Committee in matters
"relating to Gulf Coast's initial claim and in obtaining
membership on the committee of unsecured creditors."

The U.S. Trustee noted that Fed.R.Bankr.P. Rule 2014(a), among
other things, requires that an applicant set forth in the verified
statement "the person's connections with the debtor, creditors,
any other party in interest, their respective attorneys and
accountants, the United States trustee, or any person employed in
the office of the United States trustee."  To date, the U.S.
Trustee said, Brinkman Portillo only has made disclosures of its
connections with the Debtors and Gulf Coast Chemical.  As such,
cause exists to deny approval of the Application because Brinkman
Portillo has failed to make disclosures of its connections to, or
to state that it has no connections with, the other creditors,
other parties in interest, their respective attorneys and
accountants, the United States Trustee, or any person employed in
the office of the United States Trustee, as required under Rule
2014.  Without the disclosures, the U.S. Trustee is unable to
determine whether Brinkman Portillo is disinterested or whether it
represents an interest adverse to the bankruptcy estates.

The U.S. Trustee said Brinkman Portillo should disclose any
connections, if any, with Moncla Marine Operations, L.L.C. and
Fesco, Ltd., two of the members of the Committee.

                  Committee Snubbed Local Firms?

The Debtors, meanwhile, said the Committee's Application requires
supplementation and additional verified disclosures before it is
granted.  This is needed for several reasons:

     1. the Debtors' counsel received in unsolicited reports two
complaints from Houston-based practitioners that were refused
consideration as potential counsel to the Unsecured Creditors
Committee when they and other Houston-based firms appeared at the
initial organizational meeting of the Committee, given the
circumstances of the UCC's selection of California-based counsel.
The selection of the California-based lawyer without even a
perfunctory interview of the four or five Houston-based law firms
who were qualified and ready to be considered, smacked of unusual
circumstances warrants a more fulsome disclosure, especially when
the California based lawyer chosen never even appeared.  The
Debtors wondered whether Gulf Coast perhaps was being used as an
intermediary to run interference and promote the retention of
Brinkman Portillo, given the circumstances where five Houston-
based firms rushed to attend personally the initial meeting of
creditors, only to be brushed aside.  Then later that afternoon,
they were advised by the U.S. Trustee that Brinkman Portillo, who
never even showed up, was selected instead -- from California!

     3. the Proposed Counsel's base in California [notwithstanding
that the firm also apparently has an office in Dallas], coupled
with the intention to charge for travel costs on a case involving
approximately $1.6 million of unsecured claims, warrants review of
whether such charges are reasonable and necessary where five
qualified Houston based alternatives were refused initial
consideration.

     4. the Proposed Counsel's verified statement reveals,
obscurely, apparent "connections" to the UCC chair with the
inference that the representation of the chair member was
solicited and performed, and then abruptly dropped, once the chair
delivered (i) two other trade creditors to induce appointment of
the Committee, and (ii) the Committee representation to Proposed
counsel. This vague reference warrants verification that improper
solicitation has not occurred.

     5. the UCC's previously carelessly crafted allegations and
accusations, which lacked foundation and have risked the entire
premise of this case -- i.e., the payment to unsecured creditors
in any sales process -- warrants review on whether this
representation is supportive of the overarching goal the Debtors
have in this matter, namely, the full payment to unsecured
creditors.

     6. because there appears to be recognition that local counsel
is needed after the date the Application was filed, there needs to
be some details supplied on how there shall be no duplication in
what is, candidly, a small constituency of unsecured creditors
relative to the size of the secured debt, and in circumstances
where the overwhelming majority of the unsecured creditors
comprise professionals and not true trade creditors, many of which
were paid as critical vendors early in the case along with royalty
and working interest owners.  These circumstances, considered
together, mandate further detailed disclosures on the
circumstances, billing practices and engagement arrangements, and
connections, between Proposed Counsel and the members of the UCC.

The Debtors said they "are mindful of the need to tread cautiously
here, and to not make groundless accusations.  However, because
lawyers are professionals, they are held to a higher standard in
their dealings with the public.  Lawyers owe their clients
fiduciary duties.  Indeed, even before formation of any attorney-
client relationship there are special duties imposed upon lawyers
to safeguard confidential information received from even a
prospective client."

The Debtors pointed to the American Bar Association Rules, which
establish a uniform code of professional responsibility that serve
as the guideline for ethical rules which apply across all legal
practice areas in almost all states, including Texas.  These rules
establish a code of conduct which regulates many aspects of the
legal practice, including solicitation of clients.

The ABA Rules prohibit outright certain practices in the
solicitations of clients.  Pursuant to the ABA Rules, a lawyer may
not solicit employment through "in-person, live telephone or real-
time electronic" communication when a significant motive for the
communication is the lawyer's financial gain.  The rule provides
exceptions in cases where the potential client is a lawyer, or
someone with whom there is a family, close personal or prior
professional relationship.  The rule also prohibits coercion and
duress in solicitation, and establishes specific requirements for
communications that may otherwise be allowed.

The Debtors also pointed to the Texas Rules of Disciplinary
Procedure, which track but do not adopt verbatim the ABA Rules,
specifically govern behavior of attorneys practicing law in Texas.

The Debtors want the Committee to provide answers to these
questions: "How did Applicant come to represent Gulf Coast? What
fee arrangement was there to do so? What do the bills show for
services? What was the scope of the engagement agreement? Was this
a favor, or is there a quid pro quo between Gulf Coast and
Proposed Counsel that itself calls into question Gulf Coast's own
fidelity to the UCC?"

                 Gulf Coast Must Appear at Hearing

According to the Court's "Order Setting Hearing", a representative
of Gulf Coast Chemical with knowledge of (i) the past and current
relationship of Brinkman Portillo Ronk, APC and Gulf Coast
Chemical; and (ii) the circumstances of the selection of counsel
by the Committee shall attend personally attend the hearing.  The
chairman of the Unsecured Creditors Committee shall personally
attend the hearing.

Judge Jones said the Committee chairman and Gulf Coast Chemical
are advised that they may wish to have independent counsel in
attendance at the hearing.  Continuances will not be freely
granted. If a continuance has not been granted, then parties must
appear at the scheduled hearing. Continuances will not be granted
on oral motions made at the schedule hearing absent compelling
circumstances.

The Troubled Company Reporter on March 7, 2014, reported on the
Committee's bid to hire the firm.  The panel said the firm will be
paid at these hourly rates:

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

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

Daren R. Brinkman, the firm's shareholder, had assured the Court
that the firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code and does not represent
any interest adverse to the Debtors and their estates.

                      About Goldking Holdings

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

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

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

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

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

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

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


GOLDKING HOLDINGS: Panel May Hire Okin as Local Counsel
-------------------------------------------------------
Bankruptcy Judge David R. Jones authorized the Official Committee
of Unsecured Creditors in the Chapter 11 cases of Goldking
Holdings et al. to retain Okin & Adams LLP as local counsel, nunc
pro tunc as of Feb. 24, 2014.  The Committee is seeking to hire
Brinkman Portillo Ronk, APC, with offices in Dallas, as lead
counsel.  The Committee emphasized that Okin Adams will not
duplicate any efforts or tasks completed by Brinkman Portillo.

The Committee said Okin Adams will assist Brinkman Portillo in
rendering these legal services to the Committee:

     a) advise the Committee with respect to its rights,
        powers, and duties in this case;

     b) assist and advise the Committee in its consultations
        with the Debtors relative to the administration of
        this case;

     c) assist the Committee in analyzing the claims of the
        Debtors' creditors and in negotiating with the
        creditors;

     d) assist the Committee's investigation of the acts,
        conduct, assets, liabilities, and financial condition of
        the Debtors and of the operation of Debtors' businesses;

     e) advise and represent the Committee in connection with
        administrative matters arising in this case, including
        the obtaining of credit, the sale of assets, and the
        rejection or assumption of executor contracts and
        unexpired leases;

     f) assist the Committee in its analysis of, and negotiation
        with, the Debtors, or any third party concerning matters
        related to, among other things, the terms of a chapter 11
        plan for the Debtors;

     g) assist and advise the Committee with respect to its
        communications with the general creditor body regarding
        significant matters in this case;

     h) review, analyze and respond as necessary to all
        applications, motions, orders, statements of operations
        and schedules filed with the Court, and advise the
        Committee as to their propriety;

     i) assist the Committee in evaluating, and pursuing if
        necessary, claims and causes of action against the
        Debtors' secured lender(s) or other parties;

     j) assist the Committee in preparing pleadings and
        applications as may be necessary in furtherance of the
        Committee's interests and objectives; and

     k) represent the Committee at all hearings and other
        proceedings, and perform such other legal services as may
        be required and are deemed to be in the interests of the
        Committee in accordance with the Committee's powers and
        duties as set forth in the Bankruptcy Code.

The primary attorneys at the Firm who will represent the Debtors
and their rates are:

     (a) Matthew S. Okin, Partner $395.00 per hour
         mokin@okinadams.com
     (b) Christopher Adams, Partner $375.00 per hour
         cadams@okinadams.com
     (c) George Y. Nino, Of Counsel $375.00 per hour
     (c) Ruth E. Piller, Of Counsel $305.00 per hour

Okin Adams will charge $105 to $130 per hour for the work of legal
assistants on this matter.

Matthew S. Okin, Esq., attests that the firm (i) does not
represent any other entity in connection with this case, (ii) is
"disinterested" as that term is defined in section 101 of the
Bankruptcy Code, and (iii) does not represent or hold any interest
adverse to the interest of the Debtors' Bankruptcy Cases with
respect to the matters for which it is to be employed.  There are
no amounts due to Okin Adams from the Debtors or any of the
Committee members on account of any pre-petition services
rendered.

                  Debtors Want to Reign in Costs

The Debtors filed a conditional and limited objection to the
hiring of the Okin firm, to safeguard against any duplication of
effort that may result from the Committee's request to retain what
is now two sets of lawyers to represent it in these bankruptcy
cases.  The Debtors said they estimate total general unsecured
claims (not including potential contract rejection damages) are
approximately $1.6 million, with a substantial portion of the
amount [estimated to be approximately $1 million] related to
professional fees incurred in connection with the Debtors'
prepetition state court litigation against Leonard C. Tallerine,
and others.  Moreover, another significant portion of the
remaining "unsecured" claims are actually claims that appear to
have statutory mechanics and materialman's liens on the Debtors'
oil and gas properties, which [absent avoidance] would place them
in a different class than the prototypical general unsecured
claimholder.

The Debtors also said they are operating under a limited Budget in
connection with the Final Order concerning the financing of
operations in this case, and to the extent the Budget specifies an
amount allocable to professionals for the Committee the Debtors
want to ensure the Committee does not remain uninformed regarding
these limitations.  Thus, given (i) the limited size of the
current total unsecured claim pool, (ii) the fact that the
Committee members themselves may well comprise and represent M&M
lien claimants, and the limited Budget available under the
financing order in place, the Debtors question the need for the
Committee to engage two sets of legal professionals without
careful delineation of duties and responsibilities.  Moreover, if
the Committee is ultimately given authority to retain two law
firms to advise it in these bankruptcy cases, the Debtors believe
it is extremely important to ensure the fees incurred by those
professionals remains mindful of the Budget, and be explicit about
the scope of work for each, given the high probability of overlap
and duplication of effort this situation presents.

                      About Goldking Holdings

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

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

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

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

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

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

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


GREEN FIELD: Gordon Brothers Gets Court Okay to Sell Assets
-----------------------------------------------------------
Gordon Brothers Group, a global advisory, restructuring and
investment firm specializing in the industrial, consumer products
and retail sectors, received sale order approval by the Federal
Bankruptcy Court in Delaware for Green Field Energy Services,
Inc.'s entire portfolio of equipment and inventory assets.  Green
Field Energy Services, a well service provider specializing in
turbine-powered hydraulic fracturing services, filed for Chapter
11 bankruptcy protection on October 27, 2013.  The assets,
including late model well services and hydraulic fracturing
equipment valued at more than $250 million, will be marketed for
immediate sale by Gordon Brothers Group.

The equipment acquired by Gordon Brothers Group's Commercial &
Industrial Division is comprised of over 3,500 pieces of new and
late model, well-maintained, low hour and low mile units
including: trucking and transportation equipment, a broad
assortment of sand handling, well stimulation and cementing
equipment, as well as hydration units, high-pressure manifolds,
electronic data control vans and lab test equipment.  In addition,
the acquired assets include over 40 new and late model FMC, OFM
and SPM tri-plex pump power ends and fluid ends and a variety of
late model trailer pump and support units for well services
applications.

The fleet of hydraulic fracturing equipment includes some of the
most advanced machinery in the industry, such as 27 double pump
mounted, TIER 4 emissions capable (2 pumps per trailer) high-
pressure fracturing pumps with multi-fuel (including onsite
natural gas) turbine power, electronic control systems and
auxiliary diesel turbine starters.

"Gordon Brothers Group provided an ideal solution for Green Field
and our creditors as they took sole control of a very large and
diverse portfolio of equipment involved in this transaction," said
Rick Fontova, President of Green Field Energy Services. "

"We have more than 3,500 pieces of new and late model machinery
and equipment immediately available for sale in both Louisiana and
Pennsylvania representing the largest disposition project that
this industry has seen," said Robert Maroney, Co-President of
Gordon Brothers Group's Commercial & Industrial Division.  "In
addition to a wide range of state-of-the-art low hour and low mile
units specific to hydraulic fracturing and well services, we have
also acquired an exceptional package of portable power generation
units and related tractors, trailers and light-duty trucks."

Founded in 1969, Green Field Energy Services grew from a
Louisiana-based firm focused on pumping stimulation to a
nationally recognized leader in oil and gas services including
cementing, acidizing, coiled tubing, gravel packing, nitrogen
services and lab-technical services.

Gordon Brothers Group's Commercial & Industrial Division will
immediately commence negotiated sales of all machinery & equipment
purchased.  Specific equipment inquiries should be directed to
Maureen Henderson from Gordon Brothers Group's Commercial &
Industrial Division at (617) 422-7832 or
greenfield@gordonbrothers.com

                      About Green Field Energy

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

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

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

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

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

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

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

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


GUITAR CENTER: Ares Management in Talks to Take Over
----------------------------------------------------
Emily Glazer, Ryan Dezember and Gillian Tan, writing for The Wall
Street Journal, reported that Guitar Center Holdings Inc. may be
changing tunes as Ares Management LLC, which owns the majority of
the music retailer's debt, is in advanced discussions with Bain
Capital to take over the company, people familiar with the matter
said.

According to the report, Ares Management and Bain Capital, owner
of Guitar Center, are in the final stages of hashing out a deal to
convert the Guitar Center debt that Ares owns to equity, a process
they are trying to complete outside of bankruptcy court while also
keeping valuable tax breaks, the people said.

Under the terms being discussed, Bain would keep a minority stake
in the company, some of the people said, the report related.  The
exact size wasn't clear.

Guitar Center has about $1.6 billion in debt, much of it stemming
from Bain's $2.1 billion leveraged buyout of the company in 2007,
the report further related. But the 253-store U.S. chain faces
competition from e-commerce, and debt payments are eating into its
cash flow, the people said.

                       About Guitar Center

Guitar Center, Inc., headquartered in Westlake Village, Cal., is
the largest musical instrument retailer with 312 stores and a
direct response segment, which operates its Web sites.  It
operates three distinct musical retail business - Guitar Center
(about 70% of revenue), Music & Arts (about 7% of revenue), and
Musician's Friend (its direct response subsidiary with 24% of
revenue).  Total revenue is about $2 billion.

Guitar Center disclosed a net loss of $72.16 million in 2012, a
net loss of $236.93 million in 2011 and a $56.37 million net loss
in 2010.

                        Bankruptcy Warning

"If our cash flows and capital resources are insufficient to fund
our and Holdings' debt service obligations, we may be forced to
reduce or delay capital expenditures, sell assets or operations,
seek additional capital or restructure or refinance our and
Holdings' indebtedness.  We cannot provide any assurance that we
would be able to take any of these actions, that these actions
would be successful and permit us to meet our and Holdings'
scheduled debt service obligations or that these actions would be
permitted under the terms of our and Holdings' existing or future
debt agreements.  In the absence of such operating results and
resources, we could face substantial liquidity problems and might
be required to dispose of material assets or operations to meet
our and Holdings' debt service and other obligations.  Our senior
secured credit facilities and the indentures that govern the notes
will restrict our ability to dispose of assets and use the
proceeds from the disposition.  We may not be able to consummate
those dispositions or to obtain the proceeds which we could
realize from them and these proceeds may not be adequate to meet
any debt service obligations then due.

If we cannot make scheduled payments on our and Holdings' debt, we
will be in default and, as a result:

   * our and Holdings' debt holders could declare all outstanding
     principal and interest to be due and payable;

   * the lenders under our senior secured credit facilities could
     terminate their commitments to lend us money and foreclose
     against the assets securing their borrowings; and

   * we could be forced into bankruptcy or liquidation," according
     to the Company's annual report for the period ended Dec. 31,
     2012.

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 28, 2011,
Moody's Investors Service affirmed Guitar Center, Inc.'s Caa2
Corporate Family Rating and the $622 million existing term loan
rating of Caa1 due October 2014.  The Probability of Default
Rating was revised to Caa2/LD from Caa2 while the Speculative
Grade Liquidity assessment was changed to SGL-2 from SGL-3.  The
rating outlook remains stable.

The Caa2/LD Probability of Default rating reflects Moody's view
that the extended deferral of interest on the Holdco notes
constitutes a distressed exchange under Moody's definition and
also anticipates that additional exchanges of this nature are
possible over the near term.  The Limited Default designation was
prompted by the company's executed amendment of the HoldCo notes,
which allows for a deferral of 50% of the interest payments for 18
months.  Moody's views this as a distressed exchange that provides
default avoidance.  This LD designation applies to the proposed
follow-on amendment to defer the HoldCo note interest payments by
another six months.  Subsequent to the actions, Moody's will
remove the LD designation and the PDR will be Caa2 going forward.

As reported by the TCR on May 30, 2013, Standard & Poor's Ratings
Services said it lowered its corporate credit rating on Westlake
Village, Calif.-based Guitar Center Holdings Inc. to 'CCC+' from
'B-'.

"Our rating action reflects our view that the company's financial
commitments are not sustainable in the long term given weaker than
expected performance over the past two quarters," said credit
analyst Mariola Borysiak.


HAYDEL PROPERTIES: Gets Approval to Hire Carlton as Broker
----------------------------------------------------------
Haydel Properties LP received the green light from U.S. Bankruptcy
Judge Katharine Samson to hire Dennis Carlton as its real estate
broker.

The company tapped Mr. Carlton in connection with the sale of a
real property in Gulfport, Mississippi.  As real estate broker,
Mr. Carlton will assist the company in negotiations with
prospective buyers and in the closing of the sale.

Mr. Carlton's fees and commissions will be approved "at the time
of approval of the sale," said the company's lawyer, Robert
Gambrell, Esq., at Gambrell & Associates PLLC, in Oxford,
Mississippi.

In an affidavit, Mr. Carlton said that he is a "disinterested
party" and that he does not hold or represent interest adverse to
Haydel's estate.

                    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.


HCR HEALTHCARE: S&P Revises Outlook to Neg. & Affirms 'B' CCR
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
HCR to negative from stable, reflecting its challenge to grow
EBITDA ahead of its escalating lease rental payment.  S&P affirmed
the 'B' corporate credit rating and 'B+' issue-level rating.  The
'2' recovery rating remains unchanged.

"The negative outlook reflects difficult industry dynamics, and
HCR's challenge to grow EBITDA at a faster pace than its
escalating lease obligation," said credit analyst Cheryl Richer.
"Our outlook anticipates that HCR would be able to obtain covenant
cushion relief if necessary, from its lenders in advance of a
breach; the debt leverage covenant cushion tightens in the third
quarter of 2014."

S&P could lower its rating in one year if HCR's financial
performance falls short of its expectations.  S&P is expecting
about 3% revenue growth in 2014 with mildly positive margin,
EBITDA, and cash flow trends.  A combination of weak patient
volume that includes flat to declining patient days, further
deterioration of its payor mix, a cut in third-party payments,
and/or a spike in operating (including labor) costs could cause
HCR to fall short of expectations and result in a downgrade.

S&P would revise the rating outlook to stable if HCR meets or
exceeds its projections, and S&P expects this positive trend to
continue.  Furthermore, S&P will have some visibility into
Medicare reimbursement in 2015 given that the Centers for Medicare
& Medicaid Services (CMS) will set rates for the coming federal
fiscal year beginning in October 2014.


HERCULES, CA: May Default Electric Revenue Bonds if Tender Fails
----------------------------------------------------------------
On March 5, 2014 the City of Hercules launched a tender offer for
electric utility revenue bonds used to fund improvements to the
City-owned and operated Hercules Municipal Utility.  The Tender
Offer relates to two series of bonds issued in 2010 by the
Hercules Financing Authority.  If the Tender Offer is successful,
the City will sell the HMU assets to Pacific Gas and Electric
Company for $9.5 million and use the proceeds to pay off the HMU
Bonds.  If the tender is unsuccessful, it is likely the Series
2010 Refunding bonds will default as early as August 1, 2014.  The
HMU Bonds are currently rated CCC+ by S&P.

The HMU started electric service in 2003.  It has never made a
profit, and does not generate enough revenues to cover its
operating expenses and debt service for the HMU Bonds.  At the
time the HMU Bonds were issued, the City entered into a
"Cooperation Agreement" whereby it agreed to advance monies from
its general fund to cover shortfalls.  To date, debt service has
been paid via a combination of City subsidies and bond proceeds
initially intended to finance improvements.  However, the City
does not have sufficient funds to continue subsidizing the HMU nor
does it intend to advance general fund monies to cover any
shortfalls.  Once the bond proceeds from the 2010 issues are
spent, the bonds from that series will default.

In January 2013, PG&E submitted a bid to purchase the HMU assets
for $9.5 million, subject to the City retiring the HMU Bonds.  The
PG&E offer was accepted and the City and PG&E entered into an
Asset Purchase Agreement for PG&E to purchase the HMU.  The Asset
Purchase Agreement was later approved by the California Public
Utilities Commission.  If the Tender Offer is successful, it will
allow the City to pay off the HMU Bonds and its other HMU-related
obligations before handing over the HMU assets to PG&E.  If the
tender is unsuccessful, it is likely that the sale to PG&E will
not be completed.  The tender period runs to March 28, 2014 and
information on the Tender Offer is available from:

          BONDHOLDER COMMUNICATIONS GROUP, LLC
          Attention: Carla Henderson
          30 Broad Street, 46th Floor
          New York, NY 10004
          Call Toll Free: (888) 385-BOND or (888) 385-2663
          Tel: (212) 809-2663
          Fax: (212) 437-9827
          E-mail: chenderson@bondcom.com
          Website: http://www.bondcom.com/Hercules

This is not a solicitation to tender securities.  The Tender Offer
document contains a complete description of the tender offer and
must be reviewed prior to any decision by holders to tender their
securities.

You can obtain additional copies of this document and other
materials at http://www.bondcom.com/Hercules

Finally, your Financial Representative should be able to answer
most questions concerning this Tender Offer.


JACOBY & MEYERS: Creditors Seek Bankruptcy for Failed Firm
----------------------------------------------------------
Michael Bathon, substituting for Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reported that Jacoby & Meyers
Bankruptcy LLP creditors with more than $1 million in claims moved
to force the defunct law firm to liquidate in a bid to unravel the
"largest consolidation of consumer law firms in U.S. history."

According to the report, creditors including LegalZoom.com Inc.
and attorneys' offices initiated an involuntary Chapter 7
proceeding against the firm, according to a petition filed March
14 in U.S. Bankruptcy Court in Manhattan.  If they succeed, a
trustee will be appointed to sell the firm's assets.

"Liquidation must be done by an independent bankruptcy trustee in
a transparent proceeding under the sound supervision of this
court," the report cited the creditors as saying in court papers.

The firm, formed by the 2012 merger of Jacoby & Meyers LLC and
Macey Bankruptcy Law PC, ceased operations in December,
transferred its assets to trusts and assigned a trustee, according
to court filings, the report related.  Jacoby & Meyers once had
135 offices in all 50 states, with 310 lawyers and 600 non-
attorney staff, according to a statement announcing the merger.

The case is In re Jacoby & Meyers Bankruptcy LLP, 14-bk-10641,
U.S. Bankruptcy Court, Southern District of New York (Manhattan).


JASON INC: S&P Puts 'B+' CCR on CreditWatch Negative
----------------------------------------------------
Standard & Poor's Ratings Services said that it placed its 'B+'
corporate credit rating on Milwaukee, Wis.-based industrial
products manufacturer Jason Inc. on CreditWatch with negative
implications.

The rating action follows Quinpario Acquisition Corp.'s (unrated)
announcement that it plans to acquire Jason Inc. from private
equity firm Saw Mill Capital LLC for about $540 million.  The
transaction is subject to regulatory and shareholder approvals,
and we expect it will close in second-quarter 2014.

The issue-level ratings are unaffected because S&P expects that
Jason Inc.'s existing rated debt will be repaid as part of the
transaction.

S&P's corporate credit rating on Jason Inc. reflects its
assessment of its financial risk profile as "aggressive" and its
business risk profile as "weak."  S&P's assessment of the
company's financial risk primarily reflects its private equity
sponsor ownership, which is consistent with an "aggressive"
financial risk profile.  S&P believes that the company's leverage
will likely increase as a result of the transaction and could
result in a potential revision of our financial risk assessment to
"highly leveraged."

The negative CreditWatch placement reflects S&P's view that it
could affirm or lower its rating on Jason Inc.  "In particular, we
could lower our rating if the company's debt level increases to
more than 5x as a result of the pending acquisition," said
Standard & Poor's credit analyst Svetlana Olsha.  "We could affirm
the 'B+' corporate credit rating if we expect that the credit
measures will remain consistent with an 'aggressive' financial
risk profile, such as debt to EBITDA of less than 5x."

S&P will resolve the CreditWatch placement once it has greater
clarity regarding the company's capital structure and financial
policy.


JOHN'S FAMILY: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: John's Family Inc.
        48 Bi-State Plaza #2333
        Old Tappan, NJ 07675

Case No.: 14-15042

Chapter 11 Petition Date: March 18, 2014

Court: United States Bankruptcy Court
       District of New Jersey (Newark)

Judge: Hon. Novalyn L. Winfield

Debtor's Counsel: Richard J. Pepsny, Esq.
                  LAW OFFICE OF RICHARD J. PEPSNY, P.A.
                  157 Broad Street, Suite 205
                  Red Bank, NJ 07701
                  Tel: (732) 842-8505
                  Fax: (732) 842-8525
                  E-mail: pepsnylawfirm@msn.com

Total Assets: $2.80 million

Total Liabilities: $1.33 million

The petition was signed by John Kwak, authorized agent.

A list of the Debtor's two largest unsecured creditors is
available for free at http://bankrupt.com/misc/njb14-15042.pdf


LEE ENTERPRISES: Moody's Assigns 'B3' Corp. Family Rating
---------------------------------------------------------
Moody's Investors Service assigned Lee Enterprises, Incorporated a
B3 Corporate Family Rating and a B3-PD Probability of Default
Rating. Moody's also assigned a Ba3 to the proposed $40 million
priority 1st lien senior secured revolver, a B2 each to the
proposed $200 million 1st lien senior secured term loan and $400
million 1st lien senior secured notes. Proceeds from the proposed
debt instruments, along with a new $200 million 2nd lien senior
secured term loan (unrated) and balance sheet cash, will be used
to refinance $775 million of existing debt and to fund transaction
expenses. An SGL -- 2 Speculative Grade Liquidity (SGL) Rating was
also assigned and the rating outlook is stable. The assigned
ratings are subject to review of final documentation and no
meaningful change in conditions of the transaction as advised to
Moody's.

Assigned:

Issuer: Lee Enterprises, Incorporated

Corporate Family Rating: Assigned B3

Probability of Default Rating: Assigned B3-PD

$40 million Priority 1st Lien Sr Secured Revolver: Assigned Ba3,
LGD1 -- 4%

$200 million 1st Lien Sr Secured Term Loan: Assigned B2, LGD3 --
42%

$400 million 1st Lien Sr Secured Notes: Assigned B2, LGD3 -- 42%

Speculative Grade Liquidity Rating: Assigned SGL -- 2

Outlook Actions:

Issuer: Lee Enterprises, Incorporated

Outlook is Stable

Ratings Rationale

"Lee's B3 Corporate Family Rating reflects persistent pressure on
the company's newspaper print advertising revenue and its high
leverage tempered by the good local market positions of its
newspapers, online properties, commitment to debt reduction, and
extended maturities. Revenue is vulnerable to cyclical client
spending on advertising and to changing consumer media usage away
from print. Debt-to-EBITDA leverage (5.0x LTM December 2013,
incorporating Moody's standard adjustments) is high for the
newspaper industry, making the company vulnerable to a
restructuring in the event of economic weakness in key markets or
regions. We view the relatively stable economic performance of
Lee's markets, its below-average exposure to the downturn in
housing demand, and management's revenue initiatives as factors
contributing to less revenue pressure for Lee compared to the
industry. Relative to larger metro markets, competitive intensity
is somewhat lower in the small to mid-sized markets that comprise
the majority of the company's footprint because there are fewer
alternative news providers which contributes to Lee's ability to
generate consistent leading industry EBITDA margins, currently
greater than 23%. We expect newspapers will continue to face
growing competition with technology-driven changes in media
consumption and shifts by advertisers away from print publications
are the primary risks creating ongoing pressure on revenue and
margins. Moody's believes Lee will benefit from the planned roll
out of full-access subscriptions across 28 markets in 2014 and
will be able to grow digital revenue in the double digit
percentage range; however, we expect these revenue gains will not
fully offset declines in its traditional print newspaper revenue.
Generating sufficient free cash flow to repay debt to offset
earning declines and reduce the company's high leverage is
important to maintain its B3 rating," Moody's said.

Moody's project Lee will generate positive free cash flow in a
range of 7% to 8% of debt over the next 12 months factoring in low
single digit percentage projected revenue and EBITDA declines and
the benefits from the expected launch of its full-access
subscriptions. Moody's expects the 9% Pulitzer note (due April
2017) will be repaid within the first year consistent with
management's focus on reducing debt balances, after which Lee will
have no significant required debt repayment until the super
priority revolver expires in four years. The maturity profile
provides Lee some latitude to execute its plans to grow revenue
and continue the transition of its print-based businesses to
digital platforms. Liquidity is adequate with a minimum $10
million of balance sheet cash and just under $30 million of
availability under its proposed $40 million super-priority
revolver. Moody's notes that the 2nd lien term loan is likely to
be repaid ahead of its 2022 stated maturity given proposed
prepayment provisions, especially to the extent the 1st lien debt
instruments are upsized and the 2nd lien term loan is reduced upon
final allocation at closing.

The stable rating outlook reflects the company's adequate
liquidity and Moody's view that the absence of significant near-
term debt maturities, after the Pulitzer debt is repaid, provides
the company some flexibility to execute its operating strategy
while continuing to repay debt and largely mitigates the negative
effect on leverage of projected revenue and EBITDA declines over
the next 12-18 months. The outlook incorporates our expectation
that the U.S. economy will continue to grow modestly and debt-to-
EBITDA will improve but remain above 4.0x (including Moody's
standard adjustments) over the next 12 months. The outlook also
reflects Lee's good positive free cash flow generation and track
record for reducing debt balances, consistent with its long term
reported leverage target of 2.0x or less. The outlook does not
incorporate distribution to shareholders, debt financed
acquisitions, or an acceleration in the decline of demand for
print advertising in Lee's markets.

Ongoing revenue declines not matched by cost reductions, economic
weakness in one or more key markets, debt financed acquisitions,
or cash distributions to shareholders resulting in free cash flow-
to-debt ratios in the low single digit percentage range (including
Moody's standard adjustments) could result in a downgrade. Ratings
could also be downgraded if the company fails to apply most of its
free cash flow to repay debt or if the company is not able to
reduce debt-to-EBITDA below initial levels. Revenue stability,
improved debt-to-EBITDA ratios that are expected to be sustained
below 3.75x (including Moody's standard adjustments), and free
cash flow-to-debt ratios in the high single digit percentage range
or more could lead to an upgrade. Lee would also need to maintain
good liquidity, and we would need to be comforted that the company
could refinance maturities as they come due.

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

Lee Enterprises, Incorporated, headquartered in Davenport, IA, is
one of the largest newspaper companies in the U.S. The company was
found in 1890 and provides local news, information, and
advertising primarily in midsize markets, with 46 daily newspapers
and a joint interest in four others, digital products and nearly
300 specialty publications in 22 states. Lee's markets include St.
Louis, MO; Lincoln, NE; Madison, WI (50% JV).; Davenport, IA,
Billings, MT; Bloomington, IL, and Tucson, AZ (50% JV). The
company filed for bankruptcy protection in December 2011 and
emerged 50 days later. As intended by management, the bankruptcy
extended the maturities of its term loans in return for higher
interest rates or equity incentives, and all of the debt was
refinanced without a loss of principal. The company is publicly
traded with common shares being widely held. Revenue for the 12
months ended December 2013 totaled $667 million.


LEHMAN BROTHERS: Citigroup, Barclays Settle Suit Over Losses
------------------------------------------------------------
Citigroup Inc. has settled a lawsuit against Barclays Plc in which
it sought to recover more than $141 million for providing foreign
exchange services to a unit of Lehman Brothers Holdings Inc.
during the 2008 financial crisis, Reuters reported on Feb. 20.

In a letter filed with the U.S. District Court in Manhattan, the
banks said they had reached an agreement in principle to resolve
the case but terms were not disclosed, according to Reuters.
U.S. District Judge Lorna Schofield dismissed the lawsuit without
prejudice and gave Citigroup 30 days to refile if warranted.

Reuters recalled that the case related to Citigroup's role in the
Continuous Linked Settlement system, which was designed to ensure
that foreign exchange trades are completed.  Citigroup said it
sought to stop settling trades for Lehman's brokerage unit two
days after Lehman filed the largest bankruptcy in U.S. history,
because it was incurring large losses.

The case is Citibank NA v. Barclays Bank Plc, U.S. District
Court, Southern District of New York, No. 13-03063.

                     About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 08-13555) on Sept. 15, 2008.  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases were initially handled by Judge
James M. Peck.  In March 2014, the case was reassigned to Judge
Shelley C. Chapman after Judge Peck resigned to join Morrison &
Foerster LLP as co-chairman of the restructuring and insolvency
practice.

Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012, a second payment of $10.2 billion on Oct. 1, 2012,
and a third distribution of $14.2 billion on April 4, 2013.  The
brokerage is yet to make a first distribution to non-customers,
although customers are being paid in full.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000).


LEHMAN BROTHERS: Repo Customers Don't Have Customer Claims
----------------------------------------------------------
Judge Denise Cote of the U.S. District Court for the Southern
District of New York, on Feb. 26, upheld an opinion by the
bankruptcy judge determining that creditors holding repurchase
agreements with the brokerage subsidiary of Lehman Brothers
Holdings Inc. don't have customer claims, Bill Rochelle, the
bankruptcy columnist for Bloomberg News, has reported.

According to Mr. Rochelle, Judge Cote's opinion was in a test
case involving Hudson City Savings Bank and the Federal Deposit
Insurance Corp. as receiver for a failed bank, among others.  The
outcome is important because customers of the Lehman brokerage
are being paid in full.  With nothing other than general
unsecured claims, parties to repurchase agreement may never
receive anything.

Mr. Rochelle said James Giddens, the trustee for the Lehman
brokerage liquidating under the Securities Investor Protection
Act, prevailed in his argument that the creditors didn't have any
securities held by the Lehman broker at the time of bankruptcy
and therefore don't have customer status.

Lehman's right to use the securities as its own was the linchpin
to Judge Cote's decision on Feb. 26, which cited a 1974 case from
the U.S. Court of Appeals in New York called Baroff, Mr. Rochelle
related.  Judge Cote said that fiduciary relationships with
brokers are the indicia of customer claims.  The repo customers
had only contractual rights akin to a debtor-creditor
relationship, she said, not rights arising from a fiduciary
relationship.

Judge Cote said a repo agreement is like a secured loan, not a
customer's claim for securities, Mr. Rochelle further related.
If the repo were viewed as a purchase and sale of securities, she
said, it was even less like a customer claim with an underlying
fiduciary duty.

The repo appeal is Carval Investors UK Ltd. v. Giddens (In Lehman
Brothers Inc.), 13-5381, U.S. District Court, Southern District
of New York (Manhattan).

                     About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 08-13555) on Sept. 15, 2008.  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases were initially handled by Judge
James M. Peck.  In March 2014, the case was reassigned to Judge
Shelley C. Chapman after Judge Peck resigned to join Morrison &
Foerster LLP as co-chairman of the restructuring and insolvency
practice.

Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012, a second payment of $10.2 billion on Oct. 1, 2012,
and a third distribution of $14.2 billion on April 4, 2013.  The
brokerage is yet to make a first distribution to non-customers,
although customers are being paid in full.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000).


LEHMAN BROTHERS: Fed Failed to See Fallout, Transcripts Show
------------------------------------------------------------
Joshua Zumbrun, writing for Bloomberg News, reported on Feb. 22
that Federal Reserve officials were unsure whether the 2008
financial crisis would do lasting damage to the U.S. economy,
according to transcripts at a meeting the day after Lehman
Brothers Holdings Inc. declared the largest bankruptcy in U.S.
history.

"I don't think we've seen a significant change in the basic
outlook," Dave Stockton, the Fed's top forecaster, said on
Sept. 16, 2008 according to transcripts released in Washington,
the Bloomberg report cited. "We're still expecting a very gradual
pickup in GDP growth over the next year."

At the September meeting, officials discussed the collapse of
Lehman, yet left their main interest rate at 2 percent, rebuffing
calls by some investors for an immediate cut, the report said.

"I don't really have anything useful to say about the economic
consequences of the financial developments of the past few days,"
Stockton said, the report further cited. "I must say I'm not
feeling very well about it at the present, but I'm not sure
whether that reflects rational economic analysis or the fact that
I've had too many meals out of the vending machines downstairs in
the last few days."

                     About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 08-13555) on Sept. 15, 2008.  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases were initially handled by Judge
James M. Peck.  In March 2014, the case was reassigned to Judge
Shelley C. Chapman after Judge Peck resigned to join Morrison &
Foerster LLP as co-chairman of the restructuring and insolvency
practice.

Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012, a second payment of $10.2 billion on Oct. 1, 2012,
and a third distribution of $14.2 billion on April 4, 2013.  The
brokerage is yet to make a first distribution to non-customers,
although customers are being paid in full.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000).


LEHMAN BROTHERS: Loses Contract Suit Over $29-Mil. in Dividends
---------------------------------------------------------------
A Delaware Chancery Court judge rejected allegations brought by
Lehman Brothers Holdings Inc. and others that Spanish Broadcasting
System Inc. violated a contract on its preferred shares by taking
on massive new debts despite failing to pay $29 million in
dividends, according to a Feb. 25 report by Law360.

Lehman targeted SBS in the suit last year, alleging the
broadcaster repeatedly missed quarterly dividend payments since
2009 while undertaking a $275 million refinancing and other
borrowings, showing "blatant disregard" for contractual
restrictions on its preferred shares, Law360 reported.

According to Lehman's complaint, the so-called "voting rights
triggering event," a provision in the contract underlying the
preferred shares, has been in effect since July 2010 after SBS
missed payments for a year straight.

Vice Chancellor Sam Glasscock III granted SBS' motion for summary
judgment in the action, which was consolidated in July with a
similar suit brought by T. Rowe Price High Yield Fund Inc.,
holding that, even if a VRTE did occur, the plaintiffs didn't
object to the breach.

"I find that, assuming that a VRTE did occur, the plaintiffs,
with at least imputed knowledge of both that fact and that the
board nonetheless intended to incur additional debt, made no
objection to that action and instead stood by and allowed the
breach to occur," Vice Chancellor Glasscock said in a memorandum
opinion.

"I find that the plaintiffs acquiesced to the actions of the
company during the time of any VRTE resulting from the failure of
the company to pay dividends through July 2010, and the
plaintiffs are therefore not entitled to the relief they seek,"
the judge said.

The decision grants SBS' motion for summary judgment in the suit,
which accused the company of being behind on dividend payments
for 14 consecutive quarters and triggering an almost total ban
against the company incurring new debt, according to the report.

                     About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 08-13555) on Sept. 15, 2008.  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases were initially handled by Judge
James M. Peck.  In March 2014, the case was reassigned to Judge
Shelley C. Chapman after Judge Peck resigned to join Morrison &
Foerster LLP as co-chairman of the restructuring and insolvency
practice.

Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012, a second payment of $10.2 billion on Oct. 1, 2012,
and a third distribution of $14.2 billion on April 4, 2013.  The
brokerage is yet to make a first distribution to non-customers,
although customers are being paid in full.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000).


LINEAGE LOGISTICS: Moody's Affirms B3 CFR; Outlook Stable
---------------------------------------------------------
Moody's Investors Service has affirmed the B3 Corporate Family
Rating ("CFR") for Lineage Logistics, LLC ("Lineage Logistics")
following its announcement that it has signed a definitive
agreement to acquire Millard Refrigerated Services. At the same
time, Moody's has assigned a B3 rating to a new $600 million
senior secured term loan that Lineage intends to arrange to help
finance the acquisition and refinance existing debt. The ratings
outlook is stable. The rating action considers the relative
stability of Lineage Logistics' business model and its robust cash
flow generation, balanced against the company's elevated debt
levels.

Ratings Rationale

The B3 CFR for Lineage Logistics takes into account the relative
stability of the company's business model. Moody's assessment
hereof is based on the non-discretionary character of the food
products that are stored in the company's refrigerated warehouses,
the essential role of cold storage in the supply chain of its
customers, and the well-established relationships with many of its
largest customers. The B3 rating also reflects the company's
ability to generate robust cash flows, stemming from attractive
EBITDA margins of approximately 30% and maintenance capital
expenditures of less than 10% of revenues, both metrics estimated
by Moody's for 2013 pro forma for the acquisition.

Lineage Logistics' debt levels remain elevated, however. Pro forma
for the acquisition, Moody's calculates total debt at
approximately $1.6 billion, resulting in an estimated pro forma
leverage ratio of more than 8.0 times for 2013, as measured by
Debt to EBITDA, which Moody's considers very high for the B3
rating level. In addition to Moody's adjustment for operating
leases, total debt includes the debt related to the financing of
the properties that reside on the consolidated balance sheet of
Lineage Logistics Holdings, LLC, the parent company of Lineage
Logistics.

Moody's assesses the liquidity profile for Lineage Logistics to be
good. Moody's expects the company to maintain a cash balance of
close to $100 million and estimates Free Cash Flow at
approximately $75 million in 2013, pro forma for the acquisition.
However, due to significant investments in the construction of new
properties, Free Cash Flow in 2014 is expected to be substantially
less. The liquidity profile is further supported by a new $100
million senior secured revolving credit facility that Lineage
Logistics intends to arrange contemporaneously with the funding
for the acquisition of Millard Refrigerated Services.

The new $600 million senior secured term loan is rated B3, which
implies that there is no rating differential with the company's
CFR. This reflects the limited amount of unsecured debt that is
incorporated in Moody's Loss Given Default ("LGD") analysis.

The stable ratings outlook is predicated on Moody's expectation
that Lineage Logistics is able to grow its business moderately
following the acquisition of Millard Refrigerated Services, with
profit levels that are consistent with the estimated EBITDA margin
for 2013, pro forma for the acquisition. With Free Cash Flow
expected to be limited in 2014, Moody's anticipates leverage to
remain at circa 8.0 times in the near term.

The ratings for Lineage Logistics could be downgraded if Debt to
EBITDA is trending upwards from the 2013 pro forma level of just
over 8.0 times. Downward pressure on the ratings is also warranted
if cash flow generation would deteriorate. Specifically, a rating
action could be considered if Retained Cash Flow to Net Debt would
be less than 8.0% for a prolonged period.

The ratings for Lineage Logistics could be upgraded if the company
were to deploy Free Cash Flow consistently towards debt repayment,
resulting in material deleveraging of its balance sheet, such that
Debt to EBITDA would be less than 6.0 times on a sustained basis.

Affirmations:

Issuer: Lineage Logistics, LLC

   Corporate Family Rating, Affirmed B3

   Probability of Default Rating, Affirmed B3-PD

Assignments:

  Issuer: Lineage Logistics, LLC

   Senior Secured Bank Credit Facility, Assigned B3 (LGD4, 51%)

Outlook Actions:

Issuer: Lineage Logistics, LLC

Outlook, Remains Stable

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

Lineage Logistics, LLC, headquartered in Colton, CA , is one of
the largest providers of refrigerated storage services in North
America.


LINEAGE LOGISTICS: S&P Affirms 'B' CCR & Rates $600MM Loan 'B'
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B'
corporate credit rating on U.S.-based Lineage Logistics LLC.  The
outlook is stable.  At the same time, S&P assigned its 'B' issue
rating and '3' recovery rating to the company's $600 million
senior secured first-lien term loan B due 2021.  The '3' recovery
rating indicates S&P's expectation that lenders would receive
meaningful recovery (50%-70%) of principal in a payment default
scenario.  S&P based all ratings on preliminary offering
statements, and they are subject to review of final documentation.

The rating actions reflect S&P's view that Lineage Logistics'
acquisition of Millard Refrigerated Services Inc., will result in
an improved competitive position as well as a substantial increase
in debt.  Pro forma for the transaction, credit metrics weaken,
with debt to EBITDA increasing to about 9x and funds from
operations (FFO) to debt falling to the high single-digit-
percentage area.  The rating on Lineage Logistics reflects the
company's significant debt (our analysis includes debt at a
related property company) and acquisitive growth strategy.
Partially offsetting these weaknesses are the company's sizeable
market position as the second-largest cold storage warehousing and
logistics company in North America and its customer and end-market
diversity.

The outlook is stable. "We believe continued integration risk,
coupled with a highly leveraged financial profile and an
aggressive acquisition strategy, will constrain Lineage Logistics'
credit metrics," said Standard & Poor's credit analyst Lisa
Jenkins.  "We expect the credit metrics to remain at or near
current levels due to management's history of aggressive
acquisitions and planned purchases over the next several
quarters."

S&P could lower the rating if integration challenges or other
operating problems constrain earnings and cash flow, resulting in
FFO to debt falling below 5% on a sustained basis, or if S&P
concludes that liquidity is "less than adequate," based on its
criteria.

Although less likely, S&P could raise the rating if absolute
profitability improves such that average EBIT margins rise to 24%
or above, which S&P defines as "above average" under the criteria
guidelines it has published for the broader industry group that
includes logistics companies.


LONGVIEW POWER: Foster Wheeler Wants to File Reply Under Seal
-------------------------------------------------------------
Foster Wheeler North America Corporation, a creditor and party-in-
interest in the chapter 11 cases of Longview Power, LLC, et al.,
asks the Bankruptcy Court for authority to file under seal its
sur-reply in opposition to the Debtors' motion to estimate claims.

On Dec. 11, 2013, the Debtor filed under seal its request for an
order (a) estimating the claims of Kvaerner North American
Construction, Inc., Siemens Energy, Inc. and Foster Wheeler North
America Corp. in the amount of zero dollars; and (b) granting
related relief.  An order approving Longview's motion to file the
estimation motion under seal was entered by the Court on Feb. 3,
2014.

Subsequent motion and replies were filed under seal as approved by
the Court.

As reported in the Troubled Company Reporter on Feb. 26, 2014,
Siemens and Kvaerner each filed objections to the Debtors'
estimation motion.

                     About Longview Power LLC

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

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

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

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


LOS GATOS HOTEL: Court Okays Eastdil as Real Estate Broker
----------------------------------------------------------
Los Gatos Hotel Corporation, dba Hotel Los Gatos, sought and
obtained approval from the U.S. Bankruptcy Court to employ Eastdil
Secured Broker Services, Inc., as real estate broker.

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

As the Debtor's real estate broker, Eastdil will (1) prepare
marketing materials; (2) provide due diligence materials to
prospective purchasers; (3) show the hotel to prospective
purchasers; and (4) provide all other services customarily
provided by real estate brokers.

The Debtor has agreed to pay Eastdil 1.75% of the first
$27,000,000 of the gross sales price of the Hotel, plus 5% of the
portion of the gross sales price that exceeds $27,000,000.  If the
Debtor signs an agreement for sale of the Hotel to IHA Hotel
Management Company, LLC, d/b/a Greystone Hotels, or an affiliate
of IHA and an escrow is opened within 30 days of February 21,
2014, Eastdil will be paid 70% of the Commission.

In addition, the Debtor may, in its sole discretion, pay Eastdil a
discretionary bonus if the Debtor determines that Eastdil provided
superior service and obtained superior results.  The Debtor will
reimburse Eastdil for up to $20,000 in out-of-pocket expenses,
including airfare, meals, transportation and all costs incurred in
the preparation of marketing materials.  However, the $20,000 cap
will not apply to costs incurred for providing due diligence
materials to prospective purchasers or to costs incurred to revise
marketing materials after the Debtor approves such materials.  In
addition, Eastdil is entitled to its Commission if the Debtor
enters into an Alternative Transaction as set forth in the
engagement letter.

As reported by the Troubled Company Reporter on March 7, U.S.
Bankruptcy Judge Arthur S. Weissbrodt tossed the Debtor's proposal
to sell its namesake hotel to Greystone Hotels through a private
sale without marketing or competitive bidding pursuant to a Plan
of Reorganization.  The judge required the Debtor to market the
Hotel for sale with the assistance of a broker.

Creditor Terrie Ogilvie Christiansen filed the motion asking the
Court to compel the Debtor to hire a broker and market the hotel
property for sale.  As reported in the Troubled Company Reporter
on Dec. 27, 2013, the Ogilvies said the decision to ignore market
alternatives is unusual enough; choosing to do so in the face of
dramatic recent increases in hospitality industry values in the
Bay Area is inexplicable.  The hotel is profitable and has
substantial equity, so there is no need for an urgent sale.  The
Debtor must be required to retain a broker and to expose the hotel
to the market before it asks the Court to approve a quick sale.

                       About Los Gatos Hotel

San Jose, California-based Los Gatos Hotel Corporation, dba Hotel
Los Gatos, was formed in 2000 to build and operate Hotel Los
Gatos, a full-service boutique hotel in downtown Los Gatos,
California.

Los Gatos Hotel filed for Chapter 11 bankruptcy protection on
December 27, 2010 (Bankr. N.D. Cal. Case No. 10-63135).  The
Debtor disclosed $17,191,277 in assets and $12,896,468 in
liabilities as of the Chapter 11 filing.  Affiliate Blossom Valley
Investors, Inc., filed a separate Chapter 11 petition on September
10, 2009 (Bankr. N.D. Cal. Case No. 09-57669).

Jeffry A. Davis, Esq., at Mintz Levin Cohn Ferris Glovsky Popeo,
serves as the Debtor's bankruptcy counsel.  The Debtor has tapped
OSAS Inc. as financial advisor and investment banker.


MASON COPPELL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

    Debtor                                      Case No.
    ------                                      --------
    Mason Coppell OP, LLC                       14-31327
    4949 Westgrove Drive, Suite 200
    Dallas, TX 75248

    Mason Friendswood OP, LLC                   14-31328
    4949 Westgrove Drive, Suite 200
    Dallas, TX 75248

    Mason Georgetown OP, LLC                    14-31329

    Mason Mesquite OP, LLC                      14-31330

    Mason Round Rock OP, LLC                    14-31331

    Mason Georgetown RealCo, LLC                14-31334
    4949 Westgrove, Suite 200
    Dallas, TX 75248

Type of Business: Health Care

Chapter 11 Petition Date: March 18, 2014

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

Judge: Hon. Stacey G. Jernigan (14-31327 and 14-31334)
       Hon. Harlin DeWayne Hale (14-31328)

Debtors' Counsel: Thomas Daniel Berghman, Esq.
                  MUNSCH HARDT KOPF & HARR PC
                  500 N Akard Street, Suite 3800
                  Dallas, TX 75201-6659
                  Tel: (214) 855-7554
                  Fax: (214) 978-4346
                  E-mail: tberghman@munsch.com

                    - and -

                  Joe E. Marshall, Esq.
                  MUNSCH, HARDT, KOPF & HARR, P.C.
                  500 N. Akard Street, Ste. 3800
                  Dallas, TX 75201-6659
                  Tel: 214-855-7573
                  Fax: 214-978-4365
                  E-mail: jmarshall@munsch.com

Mason
Georgetown's
Counsel:          Shayla Leanne Friesen, Esq.
                  Jonathan S. Covin, Esq.
                  WICK PHILLIPS GOULD & MARTIN LLP
                  2100 Ross Avenue, Suite 950
                  Dallas, TX 75201
                  Tel: 214-740-4028
                  Fax: 214-692-6255
                  E-mail: shayla.friesen@wickphillips.com
                         jonathan.covin@wickphillips.com

Debtors' Chief    DELOITTE TRANSACTIONS AND BUSINESS ANALYTICS,
Restructuring     LLP
Advisor:

Debtors'          LOUIS ROBICHAUX
Chief
Restructuring
Officer:

                                      Estimated    Estimated
                                        Assets    Liabilities
                                     ----------   -----------
    Mason Coppell OP, LLC            $1MM-$10MM   $1MM-$10MM
    Mason Friendswood OP, LLC        $1MM-$10MM   $1MM-$10MM
    Mason Georgetown RealCo, LLC     $10MM-$50MM  $10MM-$50MM

The petitions were signed by Craig Kelly, manager of the GP of the
Sole Member of Mason Coppell OP.

List of Mason Coppell's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Phamerica                           Trade Debt         $571,028
P.O. Box 409251
Atlanta, GA 30384-9251

Senior Rehab Solutions              Trade Debt         $369,235
2828 N. Harwood, Suite 1100
Dallas, TX 75201

Healthcare Services Group            Trade Debt        $334,246
3220 Tillman Drive, Suite 300
Bensalem, PA 19020

McKesson Medical-Surgical            Trade Debt        $108,888
Minnesota Supply

Heritage Healthcare                  Trade Debt         $76,815

StoneGate Senior Living, LLC         Trade Debt         $72,250

Acadian Ambulance Services, Inc.     Trade Debt         $49,859

Senior Care Centers                  Trade Debt         $37,752

Medline Industries, Inc.             Trade Debt         $31,639

J Meds, Inc.                         Trade Debt         $16,472

Sysco-Dallas                         Trade Debt         $12,830

Medica-Rents Co., Ltd.               Trade Debt          $8,777

Marlin Company, The                  Trade Debt          $7,080

Community Portable X-ray, Inc.       Trade Debt          $6,711

Specialized Medical Services, Inc.   Trade Debt          $6,427

Professional Clinical Lab            Trade Debt          $5,213

Kirby Restaurant Supply              Trade Debt          $4,596

Accelerated Care Plus                Trade Debt          $4,412

Quick Environmental Solutions, LLC   Trade Debt          $3,612

Dar, Vagar M.D.                                          $3,000


MATTRESS FIRM: Moody's Affirms B2 Corp. Family Rating
-----------------------------------------------------
Moody's Investors Service affirmed all of Mattress Firm Holding
Corp.'s ("Mattress Firm") existing ratings following the company's
announcement of its proposed financing for the proposed
acquisition of Sleep Experts and recent acquisitions of
franchisees Yotes, Inc. and Southern Max, LLC's Virginia
operations. The outlook remains positive.

The company will use the proposed $100 million incremental term
loan to fund the aggregate $80.5 million acquisition purchase
price and repay its outstanding revolver borrowings.

Moody's affirmed Mattress Firm's ratings because the acquisitions
will benefit the company strategically by expanding its scale and
geographic presence. While the deal will increase debt/EBITDA
(Moody's adjusted, including operating leases) initially to the
low 5 times on a pro-forma basis (including synergies from
purchasing cost reductions), financial risk will not be materially
altered.

Moody's retained a positive rating outlook to reflect the
potential for leverage to decline and be sustained at lower levels
over the near term given pent-up demand for mattresses in a
recovering housing market and expected acquisition-related
synergies.

Rating actions:

Issuer: Mattress Firm Holding Corp.

  Corporate Family Rating, affirmed at B2

  Probability of Default Rating, affirmed at B2-PD

  Speculative Grade Liquidity Rating, affirmed at SGL-2

  Positive outlook

Issuer: Mattress Holding Corp.

  $100 million Senior Secured Revolving Credit Facility due 2016,
affirmed at B1 (LGD3, 35%) from B1 (LGD3, 36%)

  $300 million (including the proposed $100 million add-on) Senior
Secured Term Loan due 2016, affirmed at B1 (LGD3, 35%) from B1
(LGD3, 36%)

Ratings Rationale

The B2 Corporate Family Rating reflects the company's dependence
on discretionary consumer spending and limited product
diversification as a specialty retailer. The rating also considers
Mattress Firm's high lease-adjusted debt leverage and aggressive
expansion strategy, which limits the pace of de-leveraging. At the
same time, the rating is supported by the company's good interest
coverage, low level of outstanding debt (leases account for the
majority of adjusted leverage), good liquidity as reflected in the
SGL-2, good market position, and pent-up demand for housing-
related consumer durables, including bedding products.

The positive outlook reflects Moody's expectation that the company
will achieve good earnings growth through store expansion, same-
store sales growth and a successful integration of its 2014
acquisitions, which could result in improved financial leverage
over the next twelve to eighteen months.

The ratings could be upgraded if the company achieves planned
synergies in the integration of its 2014 acquisitions and
demonstrates solid same-store sales growth. An upgrade would
require lease-adjusted leverage sustained at or below 5.0 times
and EBITA/interest expense sustained above 2.25x, as well as
continued good liquidity.

While a downgrade is not likely in the near term, the ratings
outlook could revert back to stable if the company's financial
policies become more aggressive, or revenue and earnings
significantly underperform expectations. Ratings could be
downgraded if debt/EBITDA is sustained above 6.5x, EBITA/interest
expense falls below 1.25x, or liquidity materially erodes for any
reason.

Mattress Firm Holding Corp. (Mattress Firm) is a specialty
mattress retailer with over 1,200 of its own stores and over 100
franchise locations, which are concentrated in the Southern and
Midwestern United States and primarily operated under the Mattress
Firm banner. The company is publicly traded but J.W. Childs owns
just under 50%. Mattress Holding Corp. is direct parent of the
sole operating entity of Mattress Firm and the borrower under bank
credit facilities. Revenues for the year ended January 28, 2014
were about $1.2 billion.

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


MEDAILLE COLLEGE: S&P Revises Outlook & Affirms 'BB+' Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said it changed its outlook to
negative from stable and affirmed its 'BB+' long-term rating on
Buffalo & Erie County Industrial Land Development Corp., N.Y.'s
series 2013 revenue bonds, issued for Medaille College.

"The negative outlook reflects our concerns with declining
enrollment and a still-unproven reliance on new online programs to
offset the decline," said Standard & Poor's credit analyst Carolyn
McLean.  "Although we expected operating performance to be
negative in fiscal 2013 after years of operating surpluses,
projected continued deficits could erode the college's already-
weak financial resource ratios."

The 'BB+' rating reflects S&P's view of the college's limited
demand flexibility, small endowment, weak financial resource
ratios, and relatively high debt.

Medaille College, located in Buffalo, was founded in 1875 by the
Sisters of St. Joseph as an institute to prepare religious
educators to staff Catholic schools. In 1968, the charter was
changed to create a co-educational college.


METROGAS SA: Justices Keep Courts' Arbitration Role In Check
------------------------------------------------------------
Law360 reported that by deferring to Washington-based arbitrators
who handled BG Group PLC and Argentina's dispute over a $181
billion arbitration award, the U.S. Supreme Court eased concerns
that U.S. courts would have free rein to second-guess procedural
decisions made by U.S.-based arbitration panels in bilateral
investment treaty disputes.

According to the report, the U.S. Supreme Court reinstated BG
Group's arbitration award over an investment in MetroGas, saying
arbitrators, not courts, should primarily interpret and apply a
bilateral investment treaty's local litigation requirement to an
underlying dispute.  In a 7-2 decision, the high court reversed a
2012 D.C. Circuit ruling that overturned the British natural gas
exploration company's arbitration award by concluding that the
arbitration panel had overstepped its authority by taking on the
case.

                       About MetroGAS S.A.

Headquartered in Buenos Aires, Argentina, MetroGAS S.A. is a
sociedad anonima organized under the laws of the Republic of
Argentina.  The registered office and principal place of business
is located at Gregorio Araoz de Lamadrid 1360 - Ciudad Autonoma de
Buenos Aires.

The Company was formed in 1992 and on Dec. 1, 1992, it was
registered as a corporation pursuant the laws of the Republic of
Argentina.  The term of duration of the Company expires on Dec. 1,
2091, and its principal business is the provision of natural gas
distribution services.

                           *     *     *

As reported in the Troubled Company Reporter - Latin America on
Nov. 4, 2013, Standard & Poor's Ratings Services assigned a 'CCC'
rating to Metrogas S.A.'s recently issued additional series A
notes for about $7.3 million to pay in kind the accrued interests
on the outstanding notes.  At the same time, S&P affirmed its
'CCC' corporate credit rating on Metrogas.  The outlook is
negative.


MFM DELAWARE: Asks for Extension of Time to Assume or Reject Lease
------------------------------------------------------------------
Debtors MFM Delaware, Inc, and MFM Industries, Inc., filed on
February 21, 2014, a motion to extend the 11 U.S.C 365(d)(4)
deadline to make a decision on a nonresidential lease by 90 days,
through and including June 23, 2014.

The Debtors are a lessee party to an unexpired lease of office
space with Paddock Park Office Investors, LLC, the landlord.  The
Debtors have twice previously requested an extension and the Court
has granted the request.

The Debtors still have a need for the leased space.  For this
reason, the Debtors, with the Landlord's written consent, have
requested the additional extension of the time period to assume or
reject the lease.

The Bankruptcy Court for the District of Delaware will hear this
motion on April 9, 2014 at 9:30 a.m.  Objections to the request
were due March 8, 2014 at 4:00 p.m.

                      About MFM Industries

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

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

The Rosner Law Group, LLC and King & Spalding LLP represent the
Debtors.  Pharus Securities, LLC, serves as the Debtors'
investment banker.

According to the Disclosure Statement filed Jan. 23, 2014, the
Chapter 11 plan does not provide for the substantive consolidation
of the Debtors' estates.  The Debtors anticipate that MFM
Industries' creditors will receive a cash distribution and that
certain of MFM Delaware's creditors may, under certain
circumstances, receive a distribution.

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


MONTREAL MAINE: XL Insurance Willing to Pay $25MM for Disaster
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Chapter 11 plan filed for Montreal Maine &
Atlantic Railway Ltd. by an ad hoc group of wrongful-death
claimants violates bankruptcy law and can't be approved, XL
Insurance Co. Ltd. and affiliate Indian Harbor Insurance Co. said
in a court filing.

According to the report, XL said it's near an agreement to pay the
$25 million policy amount to the railroad's bankruptcy trustee.

The official committee representing accident victims called
the plan "nothing more than a blatant publicity stunt" to sow
discord between courts in the U.S. and Canada, where parallel
bankruptcies are proceeding, the report said.

The ad hoc group's plan would have 75 percent of the $25 million
in insurance coverage go to families of the 47 people killed in
the disaster in July when a runaway train derailed, burning much
of the town of Lac-Megantic, Quebec, the report related.  The
other 25 percent of the insurance policies, which are the
railroad's largest single asset, would be distributed to other
claimants whose properties were burned or damaged.

XL says the plan modifies the rights of the insurance companies as
well as those who are insured, the report further related.  XL and
the official committee prefer continue negotiations on a
consensual plan. Although there are two policies, one for the U.S.
and another for Canada, only the Canadian policy is available to
pay claims, XL said. The ad hoc committee's plan would grab the
U.S. policy.

                       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.


NAVISTAR INTERNATIONAL: S&P Assigns 'CCC-' Rating to $350MM Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC-' issue-level
rating and '6' recovery rating to Illinois-based Navistar
International Corp.'s (NAV's) $350 million senior subordinated
convertible notes due in 2019.  The '6' recovery rating indicates
S&P's expectation that lenders will receive minimal recovery (less
than 10%) in the event of a default.  The notes are subordinated
to more than $4 billion of obligations, including those of the
company's finance subsidiaries.

The company plans to use the proceeds from the notes issuance to
retire a portion of its 2014 convertible notes at maturity or
repurchase a portion of those notes ($570 million of which mature
in October 2014).

The rating on NAV reflects S&P's assessment of the company's
business risk profile as "vulnerable" and its financial risk
profile as "highly leveraged," as well as the application of S&P's
criteria for assigning ratings in the "CCC" category".

Navistar manufactures commercial trucks and buses, diesel engines,
and service parts.  The company also provides retail and wholesale
financing through their financial services subsidiaries.

RATING LIST

Navistar International Corp.
Corporate credit rating            CCC+/Developing/--

New Rating

Navistar International Corp
$350 mil sr sub convertible notes due in 2019        CCC-
  Recovery rating                                     6


OCEANSIDE MILE: Withdraws Bid to Hire GlassRatner as Advisor
------------------------------------------------------------
Oceanside Mile LLC filed a notice to withdraw its motion to employ
GlassRatner as financial advisor.  After filing its request to
hire the firm, the Debtor entered into settlement discussions with
its senior secured creditor First Citizen Bank & Trust.  Those
discussions have resulted in a settlement between the Debtor and
the Bank which resolves all of the issues in the Bankruptcy Case
and, pursuant to terms of the settlement, will result in the
dismissal of the bankruptcy case.

The Debtor has filed a motion for approval of the settlement.  As
result of the settlement the Debtor no longer seeks to employ
GlassRatner and withdraws the application.

                       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: Gets Okay to Employ Creim Macias Koenig
-------------------------------------------------------
Oceanside Mile LLC sought and obtained permission from the U.S.
Bankruptcy Court to employ professionals at Creim Macias Koenig &
Frey, LLP.

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.


OMAR SPAHI: Calif. App. Court Reverses Ruling in Spahi Dispute
--------------------------------------------------------------
Omar Spahi, individually and as trustee of the Occidental Trust
and the Gelato Trust, Dorothea Schiro as trustee of the Penthouse
Trust, John Spahi, Janet Fuladian, Siavosh Khajave as trustee of
the KN Trust, Richard Houseman and Patrick Ambrose, sued Richard
Stone, Isen Investments, Inc. and Stuart Isen for trade
libel/disparagement of property and several other tort claims and
for breach of contract. The trial court sustained the Isens'
demurrers to the complaint without leave to amend and dismissed
the action.

In a March 18 decision available at http://is.gd/Oty5lEfrom
Leagle.com, the Court of Appeals of California, Second District,
Division Seven, reversed.  Although the demurrer was properly
sustained without leave to amend as to the breach of contract
cause of action, the Spahis adequately pleaded their various tort
causes of action and are entitled to proceed against the Isens on
those liability theories, the appeals court said.

The dispute underlying the Spahis' lawsuit relates to efforts to
sell or lease units in a 317-unit, luxury, residential cooperative
building in Santa Monica, commonly known as Ocean Towers, which is
owned and managed by Ocean Towers Housing Corporation.  The Spahis
own a number of units at Ocean Towers.

The case is, OMAR SPAHI et al., Plaintiffs and Appellants, v.
RICHARD STONE et al., Defendants and Respondents, No. B240611
(Calif. App.).

Verdi Law Group and Alfred J. Verdi, Esq., argue for the
Plaintiffs and Appellants.

Law Offices of Alan S. Gutman, Alan S. Gutman, Esq., and John
Juenger, Esq., argue for the Defendants and Respondents.

Omar Yehia Spahi filed for Chapter 11 bankruptcy (Bankr. C.D.
Calif. Case No. 10-55570) on Oct. 22, 2010, listing under
$1 million in both assets and debts.  A copy of the petition is
available at no charge at

     http://bankrupt.com/misc/cacb10-55570.pdf

Omar Spahi also filed for Chapter 11 on Dec. 4, 2009 (Bankr. C.D.
Calif. Case No. 09-44294).  The Law Offices of Michael Jay Berger
assisted the Debtor in the 2009 restructuring effort.  The Debtor
disclosed $25,938,796 in assets and $19,471,263 in liabilities as
of the 2009 Petition Date.  That case was dismissed in October
2010.


ORECK CORP: Seeks Court Approval to Settle Claims of Consumers
--------------------------------------------------------------
Oreck Corp. asked U.S. Bankruptcy Judge Keith Lundin to approve a
deal that would settle the claims filed by a group of consumers
against the company and its subsidiaries.

The group earlier filed a motion for class certification seeking
to represent about 200,000 consumers who alleged they were misled
into buying products from the companies by false advertising.  The
claimants are represented by law firms Wyatt Tarrant & Combs, LLP
and Kirtland & Packard, LLP.

Under the settlement, the claimants can assert a $2 million
general unsecured claim if the companies' estates are
substantively consolidated.  If not, they can assert a $1.5
million against Oreck and each of its subsidiaries, Oreck Direct
LLC and Oreck Homecare LLC.

Any distributions on the claim will be paid to Kirtland in trust,
pending a decision or settlement on the class certification.

Kirtland will return all distributions to the estates if the class
action filed by the claimants is dismissed with prejudice or
certification is denied by a final non-appealable order.  If the
putative class is certified by a final non-appealable order or
pursuant to a settlement, the members of the class will receive
distributions, according to the terms of the deal.

The settlement was proposed by Oreck, the claimants and the
official committee of unsecured creditors.

A court hearing will be held on April 15 if objections to the
settlement are received on or before March 31.

Separately, Judge Lundin ordered that the hearing on the
objections to the claimants' request for class certification will
be continued on April 29, at 10:00 a.m.

The committee is represented by:

     Daniel H. Puryear, Esq.
     The Puryear Law Group
     102 Woodmont Boulevard
     Woodmont Centre, Suite 520
     Nashville, TN 37205
     Tel: (615) 630-6601
     Fax: (615) 630-6602
     E-mail: dpuryear@puryearlawgroup.com

          - and -

     Sharon L. Levine, Esq.
     Jason S. Teele, Esq.
     Nicole Stefanelli, Esq.
     Lowenstein Sandler LLP
     65 Livingston Avenue
     Roseland, New Jersey 07068
     Tel: (973) 597-2500
     Fax: (973) 597-2400
     E-mail: slevine@lowenstein.com

The claimants are represented by:

     Daniel I. Waxman, Esq.
     Wyatt, Tarrant & Combs, LLP
     250 West Main Street, Suite 1600
     Lexington KY 40507
     Tel: (859) 288-7471
     Fax: (859) 259-0649
     E-mail: lexbankruptcy@wyattfirm.com

          - and ?

     Behram V. Parekh, Esq.
     Kirtland & Packard, LLP
     2041 Rosecrans Avenue, Third Floor
     El Segundo, California 90245
     Tel: (310) 536-1000
     Fax: (310) 536-1001
     E-mail: bvp@kirtlandpackard.com

                         About Oreck Corp.

Oreck Corporation and eight affiliates sought Chapter 11
protection (Bankr. M.D. Tenn. Lead Case No. 13-04006) in
Nashville, Tennessee, on May 6, 2013, with plans to sell the
business as a going concern.

Oreck has been in the business of manufacturing, marketing and
selling vacuum cleaners and related products since the late 1960s.
The corporate offices are located in Nashville, and the
manufacturing and call center is located in Cookeville, Tennessee.

Oreck has 70 employees in Nashville, 250 employees at its plant in
Cookeville and 325 employees operating 96 company-owned and
managed retail stores.  The Debtor disclosed $18,013,249 in assets
and $14,932,841 plus an unknown amount in liabilities as of the
Chapter 11 filing.

William L. Norton III, Esq., and Alexandra E. Dugan, Esq., at
Bradley Arant Boult Cummings LLP, serve as counsel to the Debtor.
BMC Group Inc. is the claims and notice agent.  Sawaya Segalas &
Co., LLC serves as financial advisor.

The U.S. Trustee appointed six creditors to the Official Committee
of Unsecured Creditors.  Daniel H. Puryear, Esq., at Puryear Law
Group, and Sharon L. Levine, Esq., and Kenneth A. Rosen, Esq., at
Lowenstein Sandler LLP represent the Committee.  The Committee
tapped to retain Gavin/Solmonese LLC as its financial advisor.

In July 2013, Royal Appliance Mfg. Co. (RAM), a subsidiary of the
TTI Group, finalized the purchase of Oreck Corp.'s assets.  The
Bankruptcy Court approved the sale on July 16, 2013.

Royal, the maker of Dirt Devil floor-care products, won the
auction for Oreck Corp.  The second-place bidder was the Oreck
family, which sold the business in a $272 million transaction in
2003.  The Oreck family made the first bid at auction at
$21.9 million, including $14.5 million cash.

The terms of Royal's winning bid weren't disclosed publicly,
according to a Bloomberg News report.  Royal was acquired in 2003
by Hong Kong-based Techtronic Industries Co., the maker of Hoover
vacuum cleaners.


PRIME TIME: Cigar Maker Files for Chapter 11 Bankruptcy
-------------------------------------------------------
Stephanie Gleason, writing for The Wall Street Journal, reported
that the maker of Prime Time Flavored Cigars was unable to
refinance its debt and has filed for Chapter 11 bankruptcy as it
battles with the U.S. Department of Agriculture over how its
products are taxed.

According to the report, Prime Time International Co. filed for
Chapter 11 bankruptcy on March 15 with the U.S. Bankruptcy Court
in Phoenix, saying "the imposition of tobacco-related assessments,
which are disputed and subject to litigation, has hampered the
Company's ability to refinance its secured debt and expand its
operations."

In 2004, Congress passed a farm quota law that taxed tobacco,
according to Prime Time's court documents, the report related.
The law, the company said, didn't differentiate properly between
the assessment for large cigars and little cigars, like the ones
Prime Time sells.

A court of appeals agreed in 2010 with the way Prime Time said it
should be assessed, the report further related.  At that time the
company stopped paying the Agriculture Department, it said,
because it had been overpaying for years. But in 2012, the
Agriculture Department sued Prime Time for $11.6 million in taxes,
and in June 2013 the federal agency received a judgment for the
amount.

Although Prime Time said the tax assessment ends in September
2014?meaning it won't have to pay the tax going forward -- the
legal fight kept its lender, J.P. Morgan Chase & Co., from
refinancing a $3.5 million line of credit that matured in
November, the report further related.  The company entered into a
forbearance agreement with Chase, which expires this month.


PROSPECT PARK: Meeting to Form Creditors' Panel on March 24
-----------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on March 24, 2014 at 10:00 a.m. in
the bankruptcy case of Prospect Park Networks, LLC.  The meeting
will be held at:

         J. Caleb Boggs Federal Building
         844 King St., Room 5209
         Wilmington, DE 19801

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

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

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

                       About Prospect Square

Prospect Square 07 A, LLC, and related entities sought Chapter 11
bankruptcy protection from creditors (Bankr. D. Colo. Lead Case
No. 14-10896) in Denver on Jan. 29, 2014.

Prospect Square 07A, a Single Asset Real Estate as defined in
11 U.S.C. Sec. 101(51B) with principal assets located at 9690
Colerain Avenue, Cincinnati, Ohio, estimated $10 million to $50
million in assets and debt.

The Debtors' Chapter 11 plan and disclosure statement are due
May 29, 2014.


PROSPECT SQUARE: Claims Bar Date Set for April 24
-------------------------------------------------
Creditors of Prospect Square 07 A, LLC must file their proofs of
debt not later than April 24, 2014.

Prospect Square 07 A, LLC, and related entities sought Chapter 11
bankruptcy protection from creditors (Bankr. D. Colo. Lead Case
No. 14-10896) in Denver on Jan. 29, 2014.

Prospect Square 07A, a Single Asset Real Estate as defined in
11 U.S.C. Sec. 101(51B) with principal assets located at 9690
Colerain Avenue, Cincinnati, Ohio, estimated $10 million to $50
million in assets and debt.

The Debtors' Chapter 11 plan and disclosure statement are due
May 29, 2014.


QUIZNOS: Avenue Capital, Fortress Accuse Former Owners of Fraud
---------------------------------------------------------------
Josh Kosman, writing for The New York Post, reported that Marc
Lasry's Avenue Capital and Wes Edens' Fortress Investment Group,
co-owners of bankrupt sandwich chain Quiznos, said in court papers
that the business failed because they were scammed in 2012 by the
company's former owners.  They said Rick Schaden and his father,
Richard, used two forecasting models when restructuring the
company in early 2012 and only revealed the "model that contained
inaccurate and inflated data," the current co-owners claimed in a
bankruptcy court filing.  Avenue and Fortress intend to sue the
Schadens for fraud and breach of fiduciary duty to recover
hundreds of millions in damages, the filing said.  According to
The Post, Avenue named the Schadens' Cervantes Capital, the
company that controls hamburger chain Smashburger, as a potential
target of legal action.

The Post recounted that Avenue in 2012 invested $150 million in
Quiznos.  It and Fortress agreed to exchange $150 million of
senior debt into a more junior debt position to take ownership of
the sandwich chain.  Avenue got a bigger than 70% stake.

Quiznos filed together with its bankruptcy petition a plan of
reorganization wherein equity holders would be wipe out.

A source told The Post that the Schadens, at the time of the 2012
out-of-court Quiznos restructuring, were working with adviser
Perella Weinberg Partners.  A spokesperson for the Schadens told
The Post: "To our knowledge, there has not been any litigation
filed. We cannot imagine that anything filed will be meritorious,
and we will fight any allegations vigorously in the appropriate
legal forum. We do not comment on rumored litigation and won't
have further comment until an action is actually commenced."

The Schadens now control Smashburger, which is working with Bank
of America and North Point Advisors on a strategic review.  A
strategic review could mean a sale or an initial public offering
is in the works, The Post said.

                          About Quiznos

With locations in 50 states and 30 countries, Denver-based Quiznos
-- http://www.quiznos.com-- 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.
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.

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.

On March 14, 2014, the corporate entities affiliated with the
Quiznos chain sought Chapter 11 bankruptcy protection in
Wilmington, Delaware.  The filing entities are QCE Finance LLC,
American Food Distributors LLC, National Marketing Fund Trust,
QAFT, Inc., QCE LLC, QFA Royalties LLC, The Quiznos Master LLC,
QIP Holder LLC, Quiz-CAN LLC, Restaurant Realty LLC, and The
Regional Advertising Program Trust, The Quiznos Operating Company
LLC, TQSC II LLC, Quiznos Canada Holding LLC, and Quiznos Global
LLC (Bankr. D. Del. Case Nos. 14-10543 thru 14-10557).

Judge Peter J. Walsh presides over the case.  Ira S. Dizengoff,
Esq., Philip C. Dublin, Esq., Jason P. Rubin, Esq., and Kristine
G. Manoukian, Esq., at Akin Gump Strauss Hauer & Feld LLP, serve
as the Debtors' bankruptcy counsel.  Mark D. Collins, Esq., and
Amanda Steele, Esq., at Richards, Layton & Finger, P.A., serve as
Delaware counsel.  Matthew J. Hart at Lazard Freres & Co. LLC,
serves as the Debtors' investment banker and financial advisor.
The Debtors' restructuring advisors are Paul Ruh, Mark A. Roberts
and Jonathan Tibus at Alvarez & Marsal.  Prime Clerk LLC serves as
claims and noticing agent.

QCE Finance LLC listed $500,000 to $1 million in assets, while
American Food Distributors LLC listed $500 million to $1 billion
in total assets.  They listed $500 million to $1 billion in
liabilities.

The petitions were signed by Stuart K. Mathis, chief executive
officer/president.


RENT-A-CENTER INC: S&P Retains 'BB' CCR Over Reduced Term Loan B
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on Rent-
A-Center Inc. are not affected by the altered transaction the
company has launched to refinance its existing credit facilities.
The originally proposed $350 million term loan B is being reduced
to $225 million and the original unrated $500 million unfunded
revolver is being upsized to a $675 million revolver with $125
million funded.  The $50 million increase overall is leverage
neutral and therefore does not impact S&P's 'BB' corporate credit
rating and negative outlook on the company.  Recovery ratings also
remain the same, with a 'BB+' issue-level rating and '2' recovery
rating on the proposed $225 million term loan, indicating S&P's
expectation for substantial (70% to 90%) recovery of principal in
the event of a payment default, and a 'B+' and '6' recovery rating
on the company's existing senior notes, indicating S&P's
expectation for negligible (0% to 10%) recovery.

RATINGS LIST

Ratings Unchanged
Rent-A-Center Inc.
Corporate Credit Rating           BB/Negative/--
$225 million term loan B          BB+
  Recovery rating                  2


ROGERS BANCSHARES: Disclosure Statement Hearing on April 4
----------------------------------------------------------
The bankruptcy court will convene a hearing on April 4, 2014, at
9:00 a.m. to consider approval of the plan of liquidation proposed
by debtor Rogers Bancshares Inc. and the Official Committee of
Unsecured Creditors.  The hearing is continued from March 14,
2014.

As reported in the Feb. 28, 2014 edition of the TCR, the Debtor
and the Committee's liquidating plan designates and provides for
the treatment of five claim classes and interests -- Class 1
Senior Debt, Class 2 Indenture Claims, Class 3 Pari Passu Claims,
Class 4 Preferred Stock, and Class 5 Equity Interest Holders.  All
the claim classes are impaired.

On the Plan Effective Date, the Chief Liquidation Officer will
become Plan Agent to assist the Debtor in the performance of its
duties and obligations under the Plan.

A copy of the Plan of Liquidation is available for free at:

     http://bankrupt.com/misc/ROGERSBANCSHARESPlanFeb13.PDF

                    About Rogers Bancshares

Little Rock, Arkansas-based Rogers Bancshares Inc., filed for
Chapter 11 relief (Bankr. E.D. Ark. Case No. 13-13838) on July 5,
2013.

Bankruptcy Judge James G. Mixon presides over the case.  Samuel M.
Stricklin, Esq., and Lauren C. Kessler, Esq., at Bracewell &
Giuliani, LLP, as well as W. Jackson Williams, Esq., at Williams &
Anderson, PLC, represent the Debtor in its restructuring efforts.
The Debtor estimated $10 million to $50 million in assets and
debts.  Rogers owes $41.3 million on three issues of junior
subordinated debentures and $39.6 million on four issues of
preferred stock. The petition was signed by Susan F. Smith,
secretary.

The Official Committee of Unsecured Creditors has hired Tyler P.
Brown, Esq., and Jason W. Harbour, Esq., at Hunton & Williams LLP
and James F. Downden, Esq., of the James F. Dowden PA firm as
counsel; and Carl Marks Advisory Group LLC as financial advisors.

On Nov. 25, 2013, the retention of Cheryl F. Shuffield as chief
liquidation officer was approved by the Court.


SAUK PRAIRIE: Moody's Rates $38MM Bonds 'Ba1'; Outlook Negative
---------------------------------------------------------------
Moody's Investors Service has affirmed Sauk Prairie Memorial
Hospital's (SPMH) Ba1 rating on $38 million of Series 2013A fixed
rate revenue bonds issued by the Wisconsin Health and Educational
Facilities Authority. The rating outlook is revised to negative
from stable, reflecting SPMH's weaker operating margins in FY 2013
and expectations of continued challenges in FY 2014. In addition,
SPMH has $30 million of Series 2013B variable rate private
placement debt outstanding (the Series 2013B bonds are syndicated
by First Merit Bank). Moody's does not rate the Series 2013B
bonds.

Summary Rating Rationale

The Ba1 rating reflects SPMH's track record of good operating
results (prior to FY 2013) and favorable cash on hand. The
negative outlook factors SPMH's weaker operating performance in FY
2013 and expected continued challenges in FY 2014, which are
compounded by risks associated with opening the new hospital for
this small stand-alone acute care provider.

Strengths

-- SPMH operates in a quality service area with below average
Medicaid exposure (6.5% of gross revenues in FY 2013, compared to
all ratings median of 13.1%).

-- Prior to challenges in FY 2013, SPMH had a track record of good
operating results (between FY 2008 and FY 2012, SPMH's adjusted
operating cash flow margin averaged just over 11%).

-- SPMH has a good liquidity position with 180 days cash on hand
at unaudited fiscal year end (FYE) 2013.

-- SPMH has limited debt equivalent obligations with minimal
operating leases and a defined contribution pension plan.

Challenges

-- SPMH has a small revenue base ($68 million in FY 2013, compared
to the below Baa median of $213 million). SPMH's top ten admitting
physicians accounted for a high 79% of admissions in 2013, due in
part to a hospitalist program (who accounted for 23%) (based on
data provided by management).

-- While SPMH is beyond the construction risks as the new hospital
is expected to open in April 2014, we believe there are move-in
and ramp-up risks associated with moving to a new facility.

-- SPMH faces competition from three sizeable Madison, WI
hospitals.

-- SPMH's Moody's-adjusted debt coverage ratios are modest (e.g.,
cash-to-direct debt measures a weak 45%).

Outlook

The negative rating outlook reflects SPMH's weaker operating
performance in FY 2013 and expected continued challenged FY 2014,
which is compounded by ramp-up opening risks associated with the
new hospital for this small stand-along acute care provider.

What Could Make The Rating Go Up

Due to the recent operating performance, an upgrade is not likely
in the near-term. In the longer-term, an upgrade may be considered
after the new hospital is operating and SPMH demonstrated ability
to sustain significantly improved operating results more in-line
with historical double-digit operating cash flow margins, which
leads to even stronger liquidity ratios. A stabilization of demand
and material revenue growth also would be factored.

What Could Make The Rating Go Down

A downgrade will be considered in the near-term if SPMH continued
to show operating margins below FY 2013 results and in-line with
FY 2014 budget. Long-term, a downgrade may be considered if SPMH's
operating cash flow margin does not improve over FY 2013 levels.
Additionally, a moderation of liquidity ratios would be factored.

Principal Methodology

The principal methodology used in this rating was Not-for-Profit
Healthcare Rating Methodology published in March 2012.


SENTINEL MANAGEMENT: Ex-Trader Implicates CEO at $500M Fraud Trial
------------------------------------------------------------------
Law360 reported that a former Sentinel Management Group Inc.
trader has testified against her former boss, Eric Bloom, the
collapsed investment firm's one-time CEO, walking a federal jury
through recorded phone calls that prosecutors say implicate Bloom
in a $500 million fraud.

According to the report, Crystal Tillett, a former junior trader
at Sentinel, took the stand as Bloom's trial continued in Chicago,
detailing how she adjusted a spreadsheet containing the interest
rates rates received by Sentinel customers each day at the
direction of Bloom and other higher-ups at the firm.

As previously reported by The Troubled Company Reporter, Bloom,
who presided over Sentinel's collapse seven years ago, may soon
get his answer as to whether he was a victim of the financial
crisis or one of its cases in the 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,

The TCR, citing Bloomberg News, said Sentinel's downfall was among
the first of a swarm as the worst financial crisis since the Great
Depression took hold.  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.

                     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.


SES INTERMEDIATE: Moody's Puts 'B1' CFR on Review for Upgrade
-------------------------------------------------------------
Moody's Investors Service placed the B1 Corporate Family Rating
(CFR) and B2-PD Probability of Default Rating of SES Intermediate
Holdings Limited ("SES") under review for possible upgrade.
Moody's also placed the Ba3 senior secured rating of SES'
subsidiary, Saxon Enterprises LLC (together with SES, "Saxon")
under review for possible upgrade. The rating action follows
Schlumberger Limited's (A1 stable) agreement to acquire the 50.5%
of SES it does not currently own. Moody's expects the transaction,
which is subject to customary conditions, to close within the next
few months.

Ratings Rationale

The review for upgrade will focus on the potential for the
transaction to close as well as the resulting organizational
structure and Schlumberger's plans for Saxon's rated debt. In the
event that Saxon's debt remains outstanding after the close of the
transaction, Saxon's ratings could be upgraded based on its full
ownership by Schlumberger, a much larger and higher-rated entity.
However, unless Schlumberger guarantees or otherwise contractually
supports Saxon's debt any such upgrade would likely be limited to
one notch. Moody's will also consider the level of financial
disclosure available in order to maintain ratings on Saxon
following the acquisition. Moody's notes that Saxon's debt is pre-
payable which may result in the debt being retired at the close of
the transaction. In such case, Moody's will withdraw all ratings
of Saxon.

Saxon provides land-based drilling and workover rigs to global
exploration and production companies. For the twelve months ending
September 30, 2013, revenues totaled $638 million. Saxon is
incorporated in the Cayman Islands with corporate headquarters in
Calgary, Alberta.

Schlumberger is the world's largest diversified oilfield services
company, providing services and technologies across the full range
of the drilling life cycle from geophysical and seismic to
exploration and development to well workover and abandonment. The
company has more than $63 billion of assets and operations in more
than 80 countries.

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


SES INTERMEDIATE: S&P Raises CCR to 'B+'; Outlook Stable
--------------------------------------------------------
Standard & Poor's Ratings Services said it raised its ratings,
including its long-term corporate credit and senior unsecured debt
ratings, on land drilling company SES Intermediate Holdings Ltd.
to 'B+' from 'B'.  The outlook is stable.  The recovery ratings
remain '3'.

"The upgrade reflects our expectation that Schlumberger's
acquisition of SES will close successfully," said Standard &
Poor's credit analyst Aniki Saha-Yannopoulos.

Standard & Poor's ratings on SES are primarily based on the Group
Ratings Methodology criteria and it assess the company's
operations as "moderately strategic" to Schlumberger Ltd. (AA-
/Stable/A-1+).  S&P expects the acquisition will close
successfully, pending regulatory requirements, because
Schlumberger is already a joint venture owner of SES (49.5%
ownership).  S&P views SES as "moderately strategic" to
Schlumberger due to its following analysis: SES would be unlikely
to be sold in the near term, SES is reasonably successful in its
land-drilling operations and will integrate with Schlumberger's
major projects worldwide, and SES will likely receive financial
support when needed.  Based on SES' moderately strategic position,
the corporate rating is one notch higher than SES' stand-alone
credit profile (SACP) of 'b'.

The anchor score and SACP of SES are 'b'.  The SACP on SES reflect
Standard & Poor's view of the company's "vulnerable" business risk
profile and "aggressive" financial risk profile.  The ratings also
reflect S&P's view of SES' lower-than-average profitability,
"significant" core credit ratios, and small operations in the
highly volatile and competitive contract land-drilling industry.
SES operates a fleet of 87 rigs (70 drilling and 17 workover) in
10 countries, and provides support services to an additional 35
rigs worldwide.

"The rating on Schlumberger is based on our assessment of its
"excellent" business risk profile and "modest" financial risk
profile.  Our assessment of Schlumberger's excellent business risk
profile is based on its competitive advantage and absolute
profitability, which we view as superior to peers'.  Further
supporting our excellent business risk profile assessment are
Schlumberger's leading position in the global oilfield markets,
substantial geographic diversification, broad and technologically
complex product and service offerings, and excellent relationships
with the large oil companies.  Our assessment of Schlumberger's
modest financial risk profile reflects its conservative financial
policies, reflected in low debt and high cash balances.
Schlumberger is the largest diversified oilfield services company
in terms of revenues and provides equipment and services to major,
independent, and national oil companies worldwide.  The company's
comprehensive product portfolio allows it to serve all phases of
the exploration and production cycle," S&P said.

The stable outlook reflects S&P's view of SES as a "moderately
strategic" subsidiary of Schlumberger and that it will receive
timely support when needed.

S&P would consider a positive action on SES if the company's SACP
improved to 'b+'.  This would be possible if SES' existing
geographic diversity and profitability improve such that the
business risk profile moves to "weak" from "vulnerable".

A negative action would be considered if the Schlumberger
acquisition was not completed.


SHELBOURNE NORTH WATER: Parties Allowed to Intervene
----------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
authorized these parties to intervene in the Chapter 11 case of
Shelbourne North Water Street, L.P.:

   1. National Asset Loan Management, Ltd.;

   2. Garrett Kelleher;

   3. Atlas Residential Holdings LLC;

Mr. Kelleher, party-in-interest, and Atlas Residential will
intervene and be heard with respect to the Debtor's motion to
approve (I) entry into Plan Investment Agreement; and (II)
investor protections, including, without limitation, the right to
participate fully and cross examine witnesses at the trial on the
PIA Motion.

On Feb. 28, Mr. Kelleher, an indirect 100% owner of the Debtor,
and also of creditors (including Shelbourne Finance Limited,
Shelbourne Lakeshore Ltd., and Chicago Spire LLC) holding claims
in excess of $188,000,000 in the Chapter 11 case, requested for
authorization to intervene.

On Feb. 6, the Debtor filed the PIA Motion which sought
authorization to enter into a Plan investment aimed at maximizing
value of the Debtor's assets for the benefit of its creditors.
The PIA was developed between the Debtor and Atlas Apartment
Holdings, a major international residential developer and
apartment owner headquartered in Chicago.

The PIA provides for up to $135 million of funding for a plan of
reorganization that will pay all bona fide claims in full.  The
Plan will enable Shelbourne to emerge from bankruptcy and with
Atlas to move forward with the Chicago Spire, the 2,000 foot high
residential building at the intersection of the Chicago River and
Lake Michigan.  Before the recession, the vertical foundations of
the tower and underground garage had been completed, as had the
ramps to lower Lake Shore Drive.

Pursuant to the Plan, dated March 10, 2014, Atlas Apartment and
Credit Suisse LLC will loan up to $135 million to a special
purpose entity and the transfer of all of the Debtor's assets to
SPE.  SPE will use the proceeds of the Tier One Capital Loan to to
(a) pay all Allowed Claims and fund the Disputed Claim Escrow
Account; (b) pay the Origination Fee to the Tier One Capital
Provider, (c) pay all third-party closing costs, expenses and
fees, and (d) pay $5 million in the aggregate to Chicago Spire
LLC, Shelbourne Lakeshore, Ltd., Shelbourne Finance and Garrett
Kelleher, in exchange for all applicable development rights,
licenses, intellectual property, causes of action and executory
contracts associated with the Property, and the release of all
Claims by the Shelbourne Affiliates.

RMW Acquisition Company, LLC, RMW CLP Acquisitions, LLC and RMW
CLP Acquisitions II, LLC, objected to the PIA, calling it
"illusory and a sham."  RMW argue that "they represent the epitome
of failure by the Debtor -- failure to comply with any cognizable
bankruptcy law that would support the approval of the Atlas
agreement, failure to evidence even the most basic business reason
why the Atlas Agreement should receive any consideration in the
bankruptcy case; and failure to tell the Court that the proposed
deal simply gives Atlas a 100% free option and improper control of
the case in return for a vague, uncommitted, unfunded, and
discretionary agreement by Atlas to spend up to five months doing
diligence on a dormant single asset real estate project."

Brown, Udell, Pomeranz & Delrahim, Ltd., joined in RMW's
objections.

National Asset Loan Management was given until March 7, 2014, to
reply to the papers filed by RMW.

             About Shelbourne North Water Street L.P.

A group of creditors filed an involuntary Chapter 11 petition
against Chicago, Illinois-based Shelbourne North Water Street L.P.
on Oct. 10, 2013 (Bankr. D. Del. Case No. 13-12652).  The case is
assigned to Judge Kevin J. Carey.

The petitioners are represented by Zachary I Shapiro, Esq., and
Russell C. Silberglied, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware.

The Debtor consented on Nov. 8, 2013, to being in Chapter 11
reorganization.

FrankGecker LLP represents the Debtor in its restructuring
efforts.


SHIVSHANKAR PARTNERSHIP: Files Chapter 11 to Avoid Foreclosure
--------------------------------------------------------------
Shivshankar Partnership LLC, based in Alcoa, Tenn., filed for
Chapter 11 bankruptcy (Bankr. E.D. Tenn. Case No. 14-30843) on
March 17, 2014, on the eve of a foreclosure sale of its real
property.

Tyler C. Huskey, as successor trustee and representative of
Tennessee State Bank, was scheduled to auction off on March 18,
2014, commencing at 11:00 a.m., Eastern Time, the real property
located at 140 Cusick Road, Alcoa, Tennessee 37701, which secured
two notes by Shivshankar Partnership.  The Trustee also was to
sell all the personal property owned by Shivshankar, d/b/a Comfort
Suites.

On Nov. 14, 2001, Shivshankar executed a Deed of Trust in favor of
Tennessee State Bank, encumbering the real property to secure the
repayment and other obligations set forth in a certain promissory
note in the original principal amount of $2,600,000.  Randolph
Sykes was the trustee at that time.  The 2001 Deed of Trust was
modified in 2006 as evidenced in an increase of the principal
balance of the loan to $2,821,214.75.

On Dec. 4, 2007, Shivshankar executed another Deed of Trust in
favor of Tennessee State Bank, further encumbering the real
property described in the 2001 Deed of Trust to secure the
repayment and other obligations set forth in a promissory note in
the original principal amount of $200,000.  Sykes & Wynn, PLLC was
the trustee.

The 2001 Note and the 2007 Note and other loan documents
evidencing the loans are in default, and Tennessee State Bank has
duly accelerated the Notes and declared them immediately due and
payable.

Judge Richard Stair Jr. presides over the Chapter 11 case.  Thomas
Lynn Tarpy, Esq., at Tarpy, Cox, Fleishman & Leveille, PLLC,
serves as the Debtor's counsel.

Shivshankar Partnership listed $3.79 million in assets and $3.20
million in liabilities in its petition, which was signed by Anil
Merai, chief manager.

The Successor Trustee can be reached at:

          Tyler C. Huskey
          Successor Trustee
          Gentry, Tipton & McLemore, P.C.
          2430 Teaster Lane, Suite 210
          Pigeon Forge, Tennessee 37863
          Tel No: (865) 525-5300


SIMPLEXITY LLC: Files Bankruptcy After Firing Employees
-------------------------------------------------------
Michael Bathon, substituting for Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reported that Simplexity LLC sought
bankruptcy protection after firing about a third of the wireless
broadband provider's employees and said it plans to sell virtually
all of its assets.

According to the report, the Reston, Virginia-based company was
sued in federal court in Wilmington on March 13 by workers who
were fired the day before, claiming they weren't given proper
warnings before they were terminated. The lawsuit seeks class
status on behalf of 350 employees.

The company, which owns Wirefly, which sells mobile phones and
service plans over the Internet, and provides online storefronts
for "some of the most recognized brands in the world, such as
RadioShack, Sears, Target, Kmart, Overstock, TigerDirect, Newegg,
and Motorola, listed debt of as much as $100 million and assets of
as much as $50 million in Chapter 11 documents filed in U.S.
Bankruptcy Court in Wilmington, Delaware, the report said.

Sprint Corp. is listed as the largest unsecured creditor, owed
about $7.1 million, court papers show, the report related.
Simplexity, which estimates there won't be any funds available for
distribution to unsecured creditors, also owes Verizon Wireless
about $1.2 million in unsecured trade debt, the report further
related.

The case is In re Simplexity LLC, 14-bk-10569, U.S. Bankruptcy
Court, District of Delaware (Wilmington).


SPARTACUS MERGER: Moody's Assigns 'B2' Corp. Family Rating
----------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating
("CFR") and B3-PD probability of default rating ("PDR") to
Spartacus Merger Corp., an entity formed by HGGC, LLC ("the
sponsor") that will acquire and merge into Serena Software, Inc.,
("Serena" -- the surviving entity) at transaction closing. Moody's
also assigned B2 ratings to Serena's proposed first lien senior
secured bank credit facilities, consisting of a $20 million
revolving credit facility due 2019 and a $345 million term loan
due 2020. The ratings outlook is stable.

Proceeds from the proposed bank debt combined with new equity from
the sponsor, as well as new and rolled equity from the founder
will be used to fund the acquisition of Serena and repay existing
debt. The assigned ratings are subject to review of final
documentation.

The B2 CFR primarily reflects the company's challenging revenue
growth/stabilization prospects and high pro-forma leverage in the
context of persistent revenue declines. Pro forma debt/EBITDA
(including Moody's standard adjustments) was about 4.3 times for
the LTM period ended January 31, 2014. The proposed transaction
includes a material repayment of funded debt and based on the pro-
forma run-rate EBITDA (including restructuring cost savings)
results in a deleveraging transaction relative to the company's
pre-acquisition structure which alleviates any immediate downward
rating pressure.

The following summarizes the rating activity:

Ratings assigned:

Spartacus Merger Corp.

Corporate Family Rating at B2

Probability of default rating at B3-PD

Proposed $20 million first lien senior secured revolving credit
facility due 2019 at B2 (LGD3, 35%)

Proposed $345 million first lien senior secured term loan due 2020
at B2 (LGD3, 35%)

Ratings to be withdrawn at transaction closing:

Serena Software, Inc. (old)

Corporate family rating at B2

Probability of default rating at B2-PD

$20 million senior secured revolving credit facility due 2015 at
B1 (LGD3, 37%)

$308.5 million senior secured term loan due 2016 at B1 (LGD3, 37%)

$102 million senior subordinated notes due 2016 at Caa1 (LGD5,
89%)

Speculative Grade Liquidity Rating at SGL-2

Ratings Rationale

The B2 corporate family rating primarily reflects Serena's high
business risk profile as demonstrated by a persistently
contracting revenue base, small scale and limited growth prospects
of its portfolio of mature enterprise software products. The
company's high albeit improved (relative to the pre-acquisition
strucutre) pro-forma financial leverage of about 4.3 times and
good EBITDA less capex coverage of interest of about 3.0 times
serve to partially mitigate the aforementioned business risks. The
rating also incorporates the company's singular focus on niche
markets like application lifecycle management ("ALM") and
application release management, as well as the intense competition
in these core product segments. However, the rating gains support
from Serena's portfolio of well-regarded products in the niche
application lifecycle management ("ALM) segment of the enterprise
software market, increased revenue diversification from
adjacencies like release management products, as well as a
material installed base of over 2,500 customers. Furthermore,
Serena's credit profile benefits from the favorable free cash flow
characteristics of its business model reflected in the
consistently high proportion of recurring revenues under
maintenance contracts (74% of total revenues for FY 2014),
maintenance renewal rates in excess of 90% and minimal capital
expenditure requirements.

The stable outlook reflects Moody's expectation that the Serena
will utilize excess free cash flow to repay debt and maintain key
credit metrics at current levels in order to offset any weakness
in revenue and/or EBITDA over the next 12 to 18 months.

Given Serena's modest scale, narrow market focus and moderately
high financial leverage, a rating upgrade is unlikely in the next
12 to 18 months. However, to the extent the company demonstrates
sustained organic revenue growth (especially in license revenue)
which meaningfully increases profitability such that we come to
expect debt to EBITDA (Moody's adjusted) to sustainably decline
below 4.0 times and free cash flow as a percentage of debt to rise
towards the high single digits, the ratings could be upgraded. An
upgrade would require the company to adhere to conservative
financial policies and maintain a good liquidity profile at a
minimum.

The ratings could be pressured by a sustained decline in revenues
(license and/or maintenance) or EBITDA such that debt to EBITDA
(Moody's adjusted) rises above 5.0 times and/or free cash flow as
a percentage of debt falls to the low single digits. Ratings could
also be downgraded should the company's financial profile become
aggressive in regards to shareholder enhancement initiatives or
due to a material erosion in the company's liquidity profile.

Serena Software, Inc. ("Serena") is a provider of application
lifecycle management ("ALM"), application release management, and
information technology ("IT") management software and solutions
across the mainframe and distributed computing environments. The
company reported revenues of about $183 million for the fiscal
year ended January 31, 2014.

The principal methodology used in this rating was the Global
Software Industry published in October 2012. Other methodologies
used include Loss Given Default for Speculative-Grade Non-
Financial Companies in the U.S., Canada and EMEA published in June
2009.


SPIG INDUSTRY: US Trustee Wants Chapter 7 Conversion
----------------------------------------------------
Judy A. Robbins, United States Trustee for Region Four, is asking
the U.S. Bankruptcy Court for the Western District of Virginia to
convert Spig Industry LLC's Chapter 11 case pursuant to Sec. 1112
of the Bankruptcy Code.

"It would be in the best interests of the creditors and estate to
convert the case so that a trustee can investigate the Debtor's
financial affairs and liquidate, if appropriate, property of the
estate for distribution to the creditors," the U.S. Trustee said.

The U.S. Trustee avers that the operating reports filed by the
Debtor are deficient.  Among other things, the UST points out that
although the operating reports all state that the Debtor has eight
employees and still operating, they report no financial activity.
The Debtor, the UST adds, has failed to answer question number 2
on Form 9-AB-7 on all of its operating reports, which question
requires the Debtor to disclose if any funds have "BEEN DISBURSED
FROM ANY ACCOUNT OTHER THAN A DEBTOR IN POSSESSION ACCOUNT".

                        About SPIG Industry

SPIG Industry, LLC, filed a Chapter 11 petition (Bankr. W.D. Va.
Case No. 13-71469) in Roanoke on Sept. 11, 2013, and is
represented by Robert Copeland, Esq., at Copeland Law Firm, P.C.,
in Abingdon, Virginia.  Bankruptcy Judge William F. Stone, Jr.
oversees the case.

In its petition, SPIG estimated $1 million to $10 million in both
assets and liabilities.

In November 2013, the U.S. Trustee for Region 4 notified the
Bankruptcy Court that it was unable to appoint an official
committee of unsecured creditors in the Chapter 11 case because
the number of persons eligible or willing to serve on such a
committee is presently insufficient to form an unsecured creditors
committee.


ST. VINCENT'S: Judge Lifts Stay For $30MM In AIG Arbitration
------------------------------------------------------------
Law360 reported that a New York bankruptcy judge agreed to
partially lift a stay in St. Vincent Catholic Medical Centers of
New York's bankruptcy to allow American International Group Inc.
affiliates to arbitrate four disputes totaling more than $30
million.

According to the report, U.S. Bankruptcy Judge Cecelia G. Morris
allowed AIG and National Union Fire Insurance Company to enter
into arbitration with Saint Vincent, granting relief from the
case's automatic stay, according to an order.

                        About Saint Vincents

Saint Vincents Catholic Medical Centers of New York, doing
business as St. Vincent Catholic Medical Centers --
http://www.svcmc.org/-- was anchored by St. Vincent's Hospital
Manhattan, an academic medical center located in Greenwich Village
and the only emergency room on the Westside of Manhattan from
Midtown to Tribeca, St. Vincent's Westchester, a behavioral health
hospital in Westchester County, and continuing care services that
include two skilled nursing facilities in Brooklyn, another on
Staten Island, a hospice, and a home health agency serving the
Metropolitan New York area.

Saint Vincent Catholic Medical Centers of New York and six of its
affiliates first filed for Chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case Nos. 05-14945 through 05-14951).

St. Vincents Catholic Medical Centers returned to bankruptcy court
by filing another Chapter 11 petition (Bankr. S.D.N.Y. Case No.
10-11963) on April 14, 2010.  The Debtor estimated assets of $348
million against debts totaling $1.09 billion in the new petition.

Although the hospitals emerged from the prior reorganization in
July 2007 with a Chapter 11 plan said to have "a realistic chance"
of paying all creditors in full, the bankruptcy left the medical
center with more than $1 billion in debt.  The new filing occurred
after a $64 million operating loss in 2009 and the last potential
buyer terminated discussions for taking over the flagship
hospital.

Adam C. Rogoff, Esq., and Kenneth H. Eckstein, Esq., at Kramer
Levin Naftalis & Frankel LLP, represent the Debtor in its
Chapter 11 effort.


TCC INDUSTRIES: Bankruptcy Trustee Recovers Additional Assets
-------------------------------------------------------------
Randolph N. Osherow, Bankruptcy Trustee for TCC Industries, Inc.,
which filed for chapter 7 bankruptcy relief in 2000, has recovered
additional assets of the company which may be available for
distribution to current shareholders of TCC Industries.  In order
to be considered for an equity distribution, current shareholders
are required to file a Proof of Interest with the U. S. Bankruptcy
Court no later than May 31, 2014.  A copy of the stock certificate
or other evidence of current stock ownership must be attached to
the Proof of Interest.  For questions and/or to obtain the Proof
of Interest form and instructions for filing the document, please
contact the trustee's attorney, Steve Turner, at
marshak@bdfgroup.com

Headquartered in Buena Park, California, TCC Industries Inc. --
http://www.tccinc.com/-- provides connectors and adapters for the
RF connector industry.


TERESA GIUDICE: Pleads Guilty To Fraud Charges
----------------------------------------------
Law360 reported that Giuseppe and Teresa Giudice, stars of "The
Real Housewives of New Jersey," pled guilty to fraud and
conspiracy charges, admitting to a New Jersey federal judge they
concealed assets in Chapter 7 bankruptcy filings and fraudulently
secured mortgage loans by falsifying applications.

According to the report, the Giudices, who have starred in the
Bravo reality show since 2009, pled guilty before U.S. District
Court Judge Esther Salas to single counts of conspiracy to commit
mail and wire fraud, and bankruptcy fraud by concealment of
assets, among other allegations.

                        About the Giudices

In June 2010, Teresa Giudice, who portrays a role in Real
Housewives of New Jersey, and her husband, Joe, filed for
bankruptcy under Chapter 11 in the U.S. Bankruptcy Court in New
Jersey.  The Giudices owe creditors $10.85 million.

Chapter 7 trustee John Sywilok sued the Giudices.  The suit
claimed that the Debtors concealed key documents about their
finances and business transactions.  Mr. Sywilok also accused the
couple of making false statements under oath about their assets,
income and expenses.


THINKFILM LLC: Investor Fights Arbitration Bid Over $590MM Loans
----------------------------------------------------------------
Law360 reported that an investor who had loaned film financier
David Bergstein $590 million to fund movies like "Before the Devil
Knows You're Dead" argued in New Jersey federal court that the
producer should not be allowed to enter arbitration to settle
allegations he made misrepresentations to secure the loans.

According to the report, plaintiffs Paul Parmar and Grange
Consulting Group say that none of the loan agreements they had
entered with Bergstein and his various partners and holding
companies contained any arbitration clause that would be
applicable in the case.

The case is GRANGE CONSULTING GROUP et al v. BERGSTEIN et al.,
Case No. 3:13-cv-06768 (D.N.J.) before Judge Peter G. Sheridan.

                        About Thinkfilm LLC

CapCo Group LLC and four other companies controlled by David
Bergstein are part of a wider network of entities that distribute
and finance films.  Among the approximately 1,300 films they have
the rights to are "Boondock Saints" and "The Wedding Planner."

Several creditors filed for involuntary Chapter 11 bankruptcy
against the companies on March 17, 2010 -- CT-1 Holdings LLC
(Bankr. C.D. Calif. Case No. 10-19927); CapCo Group, LLC (Bankr.
C.D. Calif. Case No. 10-19929); Capitol Films Development LLC
(Bankr. C.D. Calif. Case No. 10-19938); R2D2, LLC (Bankr. C.D.
Calif. Case No. 10-19924); and ThinkFilm LLC (Bankr. C.D. Calif.
Case No. 10-19912).  Judge Barry Russell presides over the cases.
The Petitioners are represented by David L. Neale, Esq., at Levene
Neale Bender Rankin & Brill LLP.

Judge Barry Russell formally declared David Bergstein's ThinkFilm
LLC and Capitol Films Development bankrupt on Oct. 5, 2010.

Mr. Bergstein is being sued for tens of millions of dollars by
nearly 30 creditors -- including advertisers, publicists and the
Writers Guild West.  Five Bergstein controlled companies have been
named in the suit.


TLC HEALTH: Sec. 341 Creditors' Meeting Set for May 12
------------------------------------------------------
The U.S. Trustee Joseph W. Allen will convene a meeting of
creditors pursuant to 11 U.S.C. 341(a) in the Chapter 11 case of
TLC Health Network on May 12, 2014, at 12:00 p.m.  The meeting
will be held at Buffalo UST - Olympic Towers.

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.


TRAVELCLICK INC: Buyout Plan No Impact on Moody's B2 CFR
--------------------------------------------------------
Moody's Investors Service said that TravelClick, Inc.'s ratings,
including the B2 Corporate Family Rating, are not immediately
impacted by the company's announcement of the agreement to be
acquired by Thoma Bravo, LLC for $930 million. However, the
transaction would be credit negative if the acquisition were
funded primarily with debt.

TravelClick is a leading provider of marketing and reservation
services to independent and chain hotels worldwide. TravelClick's
offerings include: (i) Business Intelligence Solutions that
provide customers with competitive market data; (ii) Digital
Marketing Solutions that enable customers to market their
properties directly to consumers and travel agents; and (iii)
Reservation Services which provide a web-based Central Reservation
System, including a web booking engine. Headquartered in New York
City, the company generated revenues of $278 million for 12 month
period ended September 30, 2013.


VILLAGE AT KNAPP'S: Withdraws Motion to Use Cash Collateral
-----------------------------------------------------------
The Village at Knapp's Crossing, L.L.C., filed on March 3, 2014,
with the United States Bankruptcy Court for the Western District
of Michigan, a Withdrawal, Without Prejudice, of its Motion for
Interim Order Authorizing Use of Cash Collateral filed on Nov. 27,
2013.

The Debtor states it has to update and refile the Cash Collateral
Motion because of changes in circumstaces since Nov. 27, 2013,
including, but not limited to, increased rent revenue from the
property commonly known as 1410 28th Street SE, Grand Rapids,
Michigan 49508.

The Debtor withdraws the motion without prejudice and states that
it will refile at a later date.

               About The Village at Knapp's Crossing

The Village at Knapp's Crossing, L.L.C. in Grand Rapids, Michigan,
filed for Chapter 11 (Bankr. W.D. Mich. Case No. 13-06094) on
July 25, 2013.  Judge Scott W. Dales presides over the case.

The Debtor has scheduled $65,109,523 in total assets and
$7,419,217 in total liabilities.  The petition was signed by
Steven D. Benner, managing member on behalf of S.D. Benner, sole
member.

Lawyers at Tishkoff & Associates PLLC, led by William G. Tishkoff,
Esq., serve as the Debtor's counsel.  John S. Huizinga CPA serves
as accountants.

In November 2013, Daniel M. McDermott, U.S. Trustee for Region 9,
dropped his bid to convert the Debtor's Chapter 11 case to one
under Chapter 7 of the Bankruptcy Code.

FCB is represented by Thomas G. King, Esq., at Kreis, Enderle,
Hudgins & Borsos, P.C.


WASHINGTON MUTUAL: D&O Insurers Urge Del. High Court to Junk Suit
-----------------------------------------------------------------
Law360 reported that XL Specialty Insurance Co. and other
directors and officers insurers tried to convince the Delaware
Supreme Court to dismiss a lawsuit from the Washington Mutual Inc.
liquidating trust, which is seeking to compel millions of dollars
of coverage for executives' defense costs.

According to the report, the insurers argue that the WMI trust,
which oversees the estate from the bank holding company's massive
bankruptcy, has no right to coverage under certain D&O polices
that were written to cover legal defense costs for former
executives.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- was the holding company for Washington
Mutual Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on September 25, 2008, by
U.S. government regulators.  The next day, WaMu and its affiliate,
WMI Investment Corp., filed separate petitions for Chapter 11
relief (Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu
owns 100% of the equity in WMI Investment.


WILLIAMS COMPANIES: Fitch Affirms 'BB' Sub. Debentures Rating
-------------------------------------------------------------
Fitch Ratings has upgraded the Issuer Default Ratings (IDRs) and
senior debt ratings for Williams Partners L.P. (WPZ) and its
affiliates, Williams Partners Finance Corporation (WPFC),
Northwest Pipeline LLC (NWP), and Transcontinental Gas Pipe Line
Company, LLC (TGPL).  WPZ's short-term IDR and commercial paper
(CP) rating has been upgraded to 'F2' from 'F3'.  In addition,
Fitch has affirmed the IDR and debt ratings for The Williams
Companies, Inc. (WMB).  The Rating Outlook is being revised to
Stable from Positive for all companies excluding WMB which remains
at Stable.

Approximately $12.8 billion of long-term debt is affected.

KEY RATING DRIVERS:

Increased scale and diversity: WPZ's upgrade is supported by
recently completed acquisitions and ongoing organic growth
projects which have increased the scale and diversity of its
operations.  Most significantly, its relative exposure to volatile
natural gas liquids (NGL) prices is lessening due to the build-out
of fee-based pipeline and midstream facilities in the Marcellus
and Utica production basins and through the operation of its
Geismar olefins production facility.  WPZ purchased WMB's 83%
interest in Geismar in November 2012.  The Geismar facility uses
ethane as a feedstock, transforming WPZ's commodity exposure from
ethane to ethylene.  Fitch expects North American ethane-based
ethylene margins to continue to be very competitive on a global
basis for the next several years.

Also considered is its relationship with WMB, owner of WPZ's
general partner (GP) and 64% of its limited partner interests.
Asset dropdowns have often been transacted in a manner that has
been credit positive for WPZ.  On Feb. 28, 2014, WPZ acquired
certain WMB Canadian operations, including an oil sands offgas
processing plant, an NGL/olefin fractionation facility and
butylene/butane splitter facility, and the Boreal pipeline.  WPZ
funded the transaction with $25 million of cash, an increase in
the capital account of WPZ's GP to enable it to maintain its 2% GP
interest, and the issuance of a new class of pay-in-kind units
that will be convertible to common units at a future date.  Also,
in May 2013, WMB agreed to waive its rights to up to $200 million
of incentive distributions in an effort to support WPZ's growth
spending and manage its distribution metrics.  The third-quarter
cash distributions in 2013 were reduced by $90 million of waived
distribution rights.  No waiver was utilized with respect to the
fourth-quarter distribution and none is anticipated for the first
quarter of 2014.

Fourth-quarter 2013 earnings for WPZ and WMB were negatively
affected by lost production at its Geismar olefins plant and weak
NGL margins.  The Geismar plant, which has been shut down due to a
fire, is expected to be operational in June 2014.  WPZ has $500
million of combined business interruption and property damage
insurance that should significantly mitigate the financial loss.
Management currently estimates total uninsured losses to be $83
million, $73 million of which occurred in 2013.

TGPL and NWP: TGPL's and NWP's upgrades reflect their strong
individual operating and financial profiles, offset by the
structural and functional tie between these entities and their
parent WPZ.  Operationally, TGPL and NWP are considered two of the
premier pipeline systems in the U.S. Both pipelines boast
competitive rate structures, operate in relatively secure markets,
have a high percentage of capacity subscribed under medium- to
long-term contracts with utility counterparts, and have manageable
expansion plans.  Longer-term supply/demand dynamics in the
northeast for TGPL and northwest for NWP are favorable.  The
pipelines' debt-to-EBITDA is expected to remain below 3.0x for the
next several years.

Forward Expectations: WPZ's adjusted 2013 debt-to-EBITDA was
approximately 4.0x. Benefiting from the Canadian asset dropdown
and associated equity funding, WPZ's leverage could approximate
4.0x or below in 2014. WMB's 2014 consolidated debt-to-EBITDA will
likely exceed 4.5x, while its parent-level leverage should remain
strong at 1.5x or below.  Credit measures for both WPZ and WMB
should strengthen modestly in 2015 as several large organic
projects come on line and the benefits of increased fixed-fee
revenues are felt.

Favorable Liquidity: WPZ has access to a $2.5 billion revolving
credit facility that matures in July 2018 and backstops a
$2 billion CP program.  At Dec. 31, 2013, WPZ had $225 million of
outstanding CP. TGPL and NWP are each co-borrowers under WPZ's
revolver for up to $500 million.  The revolver financial covenants
include a maximum consolidated leverage ratio of 5.0x or 5.5x
during a period following an acquisition.  TGPL and NWP have debt-
to-cap maximums of 65%.  The revolver also includes a change of
control clause, limitations on liens, and restrictions on asset
sales and mergers.

WMB's liquidity position is expected to remain strong given its
cash resources and minimal refinancing requirements.  WMB has a
$1.5 billion unsecured revolving credit facility that matures July
2018.  The revolver has a maximum debt-to-EBITDA ratio of 4.5x
(5.0x following acquisitions of $50 million or more).  There are
currently no borrowings under the revolver. WMB ended 2013 with
$681 million of cash and WMB has no near-term debt maturities.

RATING SENSITIVITIES:

Positive: Future developments that may, individually or
collectively, lead to a positive rating action include:

WPZ

-- Increased scale and diversity of assets;
-- A greater percentage of revenues generated from pipelines and
   other fixed-fee assets;
-- Expectations for strong credit measures with sustained leverage
   below 3.75x.

WMB

-- Increased scale and diversity of assets;
-- A greater percentage of revenues generated from fixed-fee
   assets;
-- An upgrade at WPZ.

TGPL and NWP

-- An upgrade at WPZ.

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

WPZ

-- Increasing commodity risk;
-- Extended outages at the Geismar not covered by insurance;
-- Weaker credit metrics with sustained leverage above 4.5x.

WMB

-- Increasing commodity risk;
-- Weaker credit measures with sustained leverage above 5.0x;
-- A downgrade at WPZ.

TGPL and NWP

-- A downgrade at WPZ.

Fitch upgrades the following ratings with a Stable Outlook:

Williams Partners L.P.

-- IDR to 'BBB' from 'BBB-';
-- Senior unsecured debt to 'BBB' from 'BBB-';
-- Short term IDR to 'F2' from 'F3';
-- Commercial paper to 'F2' from 'F3'.

Williams Partners Finance Corporation

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

Transcontinental Gas Pipe Line Company, LLC

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

Northwest Pipeline LLC

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

Fitch affirms the following ratings with a Stable Outlook:

The Williams Companies, Inc.

-- IDR at 'BBB-';
-- Senior unsecured debt at 'BBB-';
-- Junior subordinated convertible debentures at 'BB'.


WIRELESS CAPITAL: Fitch Affirms BB- Rating on Class 2013-1B Notes
-----------------------------------------------------------------
Fitch Ratings has affirmed Wireless Capital Partners LLC secured
wireless site contract revenue notes series 2013-1 as follows:

--$95,000,000 class 2013-1A at 'Asf'; Outlook Stable;
--$31,000,000 class 2013-1B at 'BB-sf'; Outlook Stable.

In addition, Fitch has assigned the following ratings and Rating
Outlooks to Wireless Capital Partners LLC secured wireless site
contract revenue notes series 2013-2:

--$18,000,000 class 2013-2A at 'Asf'; Outlook Stable;
--$6,000,000 class 2013-2B at 'BB-sf'; Outlook Stable.

The affirmation of the series 2013-1 notes are due to the stable
performance of the collateral since issuance.  The Stable Outlooks
reflect the limited prospect for upgrades given the provision to
issue additional notes.

Sensitivity

The classes are expected to remain stable based on continued cash
flow growth due to annual rent escalations resulting in higher
debt service coverage ratios since issuance.

As part of its review, Fitch analyzed updated collateral and site
information. For existing sites as of January 31, 2014, aggregate
annualized net cash flow (NCF) increased 26% since issuance to
$13.5 million.  This includes the NCF from the sites acquired from
the 2013-1 site acquisition account.

As of Feb. 2014, the 2013-1 site acquisition account has been
depleted 68.4%.  The increase in net cash flow resulting from
newly acquired sites is in-line with expectations at issuance.
The newly acquired sites conform to the pool composition
conditions outlined in the transaction documents.

The series 2013-2 notes were previously unrated by Fitch; the
collateral for these notes is the cash in the series 2013-2 site
acquisition account.  The funds in the site acquisition account
for series 2013-2 will be used to acquire additional cellular
sites.  The issuer's ability to use the funds in the site
acquisition account for series 2013-2 to acquire additional
cellular sites is contingent upon no funds remaining in the 2013-1
site acquisition account.  Any funds remaining on deposit at the
end of the site acquisition period will be applied to repayment of
principal of the notes in accordance with the transaction
documents, on the next succeeding payment date.  The latest ending
date for the site acquisition period for series 2013-1 and series
2013-2 is on the last day of August 2014 and on the last day of
February 2015, respectively.

As of January 2014, the $150 million Wireless Capital Partners LLC
notes were backed by 511 wireless sites with 665 wireless site
contracts.  The transaction is structured with scheduled monthly
principal payments that will amortize down the principal balance
10% by the anticipated repayment date (ARD) in year seven,
reducing the refinance risk.  The scheduled monthly principal
payments will be paid sequentially beginning in the third year
from closing until the note's ARD.

Security for the notes includes mortgages representing more than
95% of the annualized net cash flow (ANCF), a first priority
perfected security interest in the personal property associated
with the mortgaged sites, and a perfected security interest in the
personal property and fixtures of the asset entities of the non-
mortgaged sites.

The ownership interest in the wireless sites consists of lease
purchase sites, easements and fee interests in land, rooftops or
other structures on which site space is allocated for placement of
tower and wireless communication equipment.

KEY RATING DRIVERS

High Leverage: Fitch's net cash flow (NCF) on the pool, inclusive
of prefunding, is $16.6 million, implying a Fitch stressed debt
service coverage ratio (DSCR) of 1.23x.  The debt multiple
relative to Fitch's NCF is 9.01x, which equates to a debt yield of
11.1%.

Long-Term Easements and Lease Purchase Sites: The ownership
interests in the sites consist of 58.8% lease purchases, 40.6%
easements and 0.7% fee sites.  The weighted average remaining
purchase term is 70.5 years, with 99.8% of sites having terms
greater than 15 years.

Prefunding: On the closing date in August 2013, 25% of the rated
proceeds were deposited into the 2013-1 site acquisition account
and have since been used by Wireless Capital Partners to acquire
additional cellular sites.  As of Feb. 3, 2014, the 2013-1 site
acquisition account has an outstanding balance of $9,965,122.  The
remaining balance in the 2013-1 site acquisition account plus the
$24,000,000 in the 2013-2 site acquisition account represents
22.6% of rated proceeds.

Once the 2013-1 prefunding account has a zero balance Wireless
Capital Partners can use the funds on deposit in the 2013-2 site
acquisition account ($24,000,000) to acquire additional cellular
sites during the acquisition period (18 months from issuance).

Prefunding introduces uncertainty as to final collateral
characteristics.  Fitch accounted for prefunding by stressing the
anticipated NCF of the prefunding component to reflect the most
conservative prefunding pool composition tests. Fitch also
performed an originator review to gain comfort with Wireless
Capital Partner's origination practices.  Additionally, the
servicer of this transaction will be performing certain
recalculation of prefunding requirements outlined in the
documents.


WL HOMES: To Pay $1MM to Settle WARN Suit
-----------------------------------------
Law360 reported that bankrupt homebuilder WL Homes LLC agreed to
pay nearly $1 million to settle a class action brought by a former
employee who said the company terminated 100 employees without
providing the required 60 days' notice.

According to the report, bankruptcy trustee George L. Miller and
Lyne Decuir, who worked at the company's Irvine, Calif., office,
asked Delaware bankruptcy judge Brendan Linehan Shannon to approve
a $938,000 settlement to end the case alleging violations of both
California state laws and the Worker Adjustment and Retraining
Notification Act.

                        About WL Homes

Irvine, California-based WL Homes LLC -- dba John Laing Homes,
John Laing Homes Luxury, Laing Urban, Laing Luxury Homes, and John
Laing Urban -- was one of metro Denver's largest homebuilders.  It
built under the John Laing brand primarily in Colorado,
California, Arizona, and Texas.

John Laing began as a builder in the United Kingdom and came to
the U.S. market in 1984.  The company was sold to Dubai-based
Emaar Properties in 2006 for $1.05 billion.  Emaar invested
$613 million in the company, but eventually stopped funding.  John
Laing had a work force of 1,100 in 2006, but cut employees to
about 90 by the first week of February 2009.  John Laing has 105
real estate developments across the country.  It also builds
luxury and custom homes.

WL Homes and five of its affiliates filed for Chapter 11
protection on February 19, 2009 (Bankr. D. Del. Lead Case No. 09-
10571).  Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at
Pachulski Stang Ziehl & Jones LLP, represent the Debtors' in their
restructuring efforts.  Ashby & Geddes represents the Official
Committee of Unsecured Creditors.  In its bankruptcy petition, WL
Homes estimated assets of more than $1 billion, and debts between
$500 million and $1 billion.

As reported in the TCR on June 10, 2009, the Bankruptcy Court
converted WL Homes LLC and its debtor affiliates' Chapter 11 cases
to cases under Chapter 7 liquidation, at the request of the
official committee of unsecured creditors.


YELLOWSTONE MOUNTAIN: Blixseth Could Be Jailed for Contempt
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Timothy Blixseth could be jailed March 21 if a U.S.
district judge in Montana decides the former owner of the bankrupt
Yellowstone Mountain Club LLC didn't provide a proper accounting
for the disposition of $13.8 million in proceeds from a resort
property in Mexico he sold in violation of a prior court order.

According to the report, in early February, U.S. District Judge
Sam E. Haddon in Butte held Blixseth in contempt and told him to
pay at least $13.8 million to creditors after violating an order
barring him from selling the Mexico resort. He also commanded
Blixseth to "account fully" how he spent sale proceeds, with "full
documentation."

The trust for creditors created under the Yellowstone club's
confirmed Chapter 11 plan filed papers late in February saying
Blisxeth's accounting was inadequate, the report related.  The
trust wants him jailed for civil contempt until he provides a
proper accounting.

Judge Haddon signed an order requiring Blixseth to appear
personally in court on March 21 and "explain reasons, if any, why
he did not comply" with the prior order to provide an accounting,
the report further related. With Blixseth in court, Judge Haddon
could order him jailed immediately for civil contempt.

Mr. Rochelle also reported that that the U.S. Court of Appeals in
San Francisco on Feb. 18 rejected Blixseth's appeal attempting to
show that the bankruptcy judge was biased and should have removed
himself.  The loss was Blixseth's second in a month as a federal
district judge in Montana held him in contempt and told him to pay
at least $13.8 million to creditors after violating a court order
barring him from selling a resort in Mexico that had belonged to
the club.

In an unsigned opinion on Feb. 18 denying what the court said was
a "blunderbuss appeal," the panel of three circuit judges found no
reason for recusal and said Judge Kirscher showed "remarkable
restraint given Blixseth's scorched-earth tactics," the Bloomberg
report related.  The appeals court cited a U.S. Supreme Court
opinion saying there is no ground for recusal even if the judge is
"exceedingly ill-disposed toward a defendant who has been shown to
be a thoroughly reprehensible person."

The appeal is Blixseth v. Yellowstone Mountain Club LLC, 12-35986,
U.S. Court of Appeals for the Ninth Circuit (San Francisco).

The contempt case is Glasser v. Blixseth (In re Yellowstone
Mountain Club LLC), 13-cv-00068, U.S. District Court, District of
Montana (Butte).

                      About Yellowstone Mountain

Located near Big Sky, Montana, Yellowstone Mountain Club LLC --
http://www.theyellowstoneclub.com/-- is a private golf and ski
community with more than 350 members, including Bill Gates and Dan
Quayle.  The Company was founded in 1999.

Yellowstone Club and its affiliates filed for Chapter 11
bankruptcy (Bankr. D. Montana, Case No. 08-61570) on Nov. 10,
2008.  The Company's owner affiliate, Edra D. Blixseth, filed
a separate Chapter 11 petition on March 27, 2009 (Case No.
09-60452).

Attorneys at Bullivant Houser Bailey PC and Bekkedahl & Green
PLLC represented Yellowstone.  The Debtors hired FTI Consulting
Inc. and Ronald Greenspan as CRO.  The official committee of
unsecured creditors were represented by Parsons, Behle and
Latimer; and James H. Cossitt, Esq., as counsel.  Credit Suisse,
the prepetition first lien lender, was represented by Skadden,
Arps, Slate, Meagher & Flom.

In June 2009, the Bankruptcy Court entered an order confirming
Yellowstone's Chapter 11 Plan.  Pursuant to the Plan, CrossHarbor
Capital Partners LLC acquired equity ownership in the reorganized
Club for $115 million.

Marc S. Kirschner, Esq., was appointed the Trustee of the
Yellowstone Club Liquidating Trust created under the Plan.


* Pa. Atty Gets Year In Jail For Role In $14M Mortgage Fraud
------------------------------------------------------------
Law360 reported that a Pennsylvania federal judge sentenced a
Bucks County, Pa., lawyer to a year and a day in prison for his
role in a $14.6 million mortgage fraud scheme, after he pled
guilty to referring distressed homeowners for the scheme and
filing fraudulent bankruptcy petitions.

According to the report, U.S. District Judge Mary A. McLaughlin
also sentenced Stephen G. Doherty to two years of supervised
release and ordered him to forfeit $202,000 he earned from the
fraud. He was also ordered to pay a $7,500 fine.


* Citi Unit's Troubles Multiply as Subpoenas Follow Fraud
---------------------------------------------------------
Michael Corkery and Jessica Silver-Greenberg, writing for The New
York Times' DealBook, reported that a headache is growing for
Citigroup as a banking affiliate involved in money transfers
across the Mexican border has become ensnared in a criminal
investigation.

According to the report, the disclosure of the inquiry on March 3
follows the bank's admission in February that it had been
defrauded of $400 million in a scheme involving a financially
shaky oil services company in Mexico.

A Citigroup affiliate based in Los Angeles received a grand jury
subpoena from federal prosecutors in Massachusetts related to
anti-money-laundering compliance, the report said, citing the
bank's March 4 securities filing.  The focus of the subpoenas is
unclear. The affiliate has also received a subpoena from the
Federal Deposit Insurance Corporation related to its anti-money-
laundering program and the Bank Secrecy Act.

The affiliate, Banamex USA, provides banking services to
individuals and small businesses in the United States and Mexico,
the report said. Until recently, it was a large player in
transferring money across the border between family members,
industry experts say.

In public statements in February detailing the purported fraud at
Banamex in Mexico, Citigroup's chief executive, Michael L. Corbat,
did not mention the inquiries involving the Banamex affiliate in
the United States, the report recalled.


* Fed Lifts Veil Slowly on Bank Oversight in Era of Transparency
----------------------------------------------------------------
Craig Torres, writing for Bloomberg News, reported that the
Federal Reserve will take a step toward revealing more about its
oversight of the financial system, an area where the central bank
has yet to match the strides it has taken toward transparency in
monetary policy.

According to the report, with the scheduled publication of annual
stress-test findings in March, the Fed will for the first time
describe how rising interest rates could affect the health of the
nation's biggest banks.

Last year, the Fed didn't disclose results of a similar test, even
though the U.S. Treasury's Office of Financial Research had
flagged interest-rate risk as the one code-red concern in the
financial system, the report recalled.  Almost four years after
the Dodd-Frank Act gave the Fed unprecedented authority over the
banking industry, Democrats and Republicans alike in Congress are
demanding more communication on financial risk.

"For too long, financial watchdogs were asleep on the job and
American taxpayers paid the price," Sherrod Brown, an Ohio
Democrat on the Senate Banking Committee, told the news agency.
"There is not nearly enough transparency and accountability in
their oversight of Wall Street."

Fed officials download billions of pieces of data on loan and
securities portfolios as part of their annual stress test, which
measures an institution's readiness to withstand adversity, the
report said.  This year the test expands to the 30 biggest banks,
from 18 last year. The Fed Board of Governors has set up a special
office to monitor financial stability, and a committee of
supervisors, payment-systems experts and economists to study risks
across the largest banks all at once. Neither the supervisors nor
the risk watchers are telling the public much about what they've
learned.


* IRS 'Gap Interest' Suit Is Bogus, Bankrupt Atty Says
------------------------------------------------------
Law360 reported that a bankrupt attorney struck back at Internal
Revenue Service efforts to collect tax debt from him after the
approval of his Chapter 11 bankruptcy plan, saying the IRS
abandoned its claim by failing to object to the plan in time.

According to the report, in an opening brief filed with the U.S.
District Court for the District of Arizona, Arizona attorney Logan
Johnston argued he paid the IRS all past-due taxes under his
Chapter 11 plan approved by the bankruptcy court.

The case is Internal Revenue Service, Arizona v. Johnston, Case
No. 2:13-cv-02133 (D.Ariz.).


* FTC Sued Several Collection Agencies for Abusive Tactics
----------------------------------------------------------
Patrick Lunsford, writing for InsideARM.com, reported that the
Federal Trade Commission has filed a lawsuit against a group of
affiliated collection agencies and their owners over the use of
words like "Federal" in their names and collectors directly
stating or implying that the company had the power to arrest
consumers.

In a lawsuit seeking injunctive relief in addition to penalties
and restitution payments, the FTC said that Federal Check
Processing Inc. and about a dozen related companies "have used
abusive, unfair, and deceptive tactics to pressure consumers into
making payments on purported debts, often with respect to loans
that the consumers have challenged in part or in whole," according
to Courthouse News Service.

The report related that the lawsuit said that "In numerous
instances, Defendants have contacted a consumer by telephone
repeatedly and asserted that the consumer has committed check
fraud or another criminal act. In numerous instances, Defendants
have used corporate names including the words 'Federal,' 'US,'
'American,' or 'State.' In numerous instances, defendants have
failed to identify themselves as debt collectors and have stated
or implied that they are affiliated with federal, state, or local
government. In numerous instances, defendants have asserted that
unless the consumer makes an immediate payment of hundreds of
dollars, defendants will have the consumer arrested."

The report further related that defendants named in the suit
include Federal Check Processing Inc.; Federal Recoveries LLC;
Federal Processing Inc.; Federal Processing Services Inc.; United
Check Processing Inc.; Central Check Processing Inc.; Central
Processing Services Inc.; Nationwide Check Processing Inc. aka
National Processing Services; American Check Processing Inc. aka
American Check Processing Inc.; State Check Processing Inc.; Check
Processing Inc.; US Check Processing Inc. aka US Check Processing
Inc.; Flowing Streams F.S. Inc.; Mark Briandi, individually and as
an officer of one or more of the corporate defendants; William
Moses, individually and as an officer of one or more of the
corporate defendants; and Empowered Racing LLC as a relief
defendant.


* PNC Gets Subpoenas on Payment-Processing, Mortgage-Lending Ways
-----------------------------------------------------------------
Andrew R. Johnson, writing for The Wall Street Journal, reported
that PNC Financial Services Group Inc. has received a subpoena
from the U.S. Department of Justice concerning its relationships
with merchants for payment-processing services, the Pittsburgh-
based bank disclosed in a regulatory filing.

According to the report, the company made the disclosure as it
faces ongoing mortgage probes by prosecutors. In the filing, PNC
said the DOJ asked for information on the "return rate" for
certain "merchant and payment processor customers with whom PNC
has a depository relationship."

"We believe that the subpoena is intended to determine whether,
and to what extent, PNC may have facilitated fraud committed by
third-parties against consumers," the bank said in a filing, the
report cited.

The report related that the DOJ and other regulators have been
probing the role that banks play in providing payment-processing
services to merchants that have been accused of charging customers
for certain services, such as debt-relief programs, that have
generated fraud complaints from consumers.


* Whistleblower Ruling Means New Risks for Private Companies
------------------------------------------------------------
Rachel Louise Ensign, writing for The Wall Street Journal,
reported that the Supreme Court has endorsed a broad reading of
whistleblower protections in a decision that could change the way
private companies approach internal compliance.

According to the report, Justice Ruth Bader Ginsburg, writing for
the court in a 6-3 opinion, said the whistleblower protection
provisions of the 2002 Sarbanes-Oxley Act cover employees of a
public company's private contractors and subcontractors.

That interpretation means that private-company employees who
allege they were retaliated against for reporting certain kinds of
suspected wrongdoing can potentially bring valid claims against
their employer, the report related.

In the wake of the ruling, "your company's exposure to a
[Sarbanes-Oxley] whistleblower claim is no longer governed by
whether you're a public company or not," Lloyd Chinn, partner and
co-head of the whistleblowing and retaliation group at Proskauer
Rose LLP, told the Journal.  "Any private employer who happens to
be a contractor of a public company is subject to a suit."

The court's opinion cited Sarbanes-Oxley's intent to "ward off
another Enron debacle" and empower contractors to report fraud,
the report related.


* Consumer Spending in U.S. Rose More Than Forecast in January
--------------------------------------------------------------
Shobhana Chandra, writing for Bloomberg News, reported that
consumer spending in the U.S. climbed more than forecast in
January, reflecting the biggest increase in services in over 12
years as Americans began to enroll for the Obama administration's
health-care program.

Household purchases, which account for about 70 percent of the
economy, rose 0.4 percent, after a 0.1 percent gain the prior
month that was smaller than previously estimated, according to the
report, citing Commerce Department figures showed on March 3 in
Washington.  The median forecast of 76 economists in a Bloomberg
survey called for a 0.1 percent rise. Incomes (PITLCHNG) advanced
0.3 percent.

Outlays on services were boosted by $29 billion at an annual rate
in January based on estimates of Medicaid benefits and enrollments
in the Affordable Care Act insurance exchanges, the report said,
further citing the Commerce Department.  Improvement in hiring and
rising wealth underpinned by housing and stock-market gains will
keep providing consumers with the means to spend on a broader
swathe of goods and services that will boost economic growth.

"Consumer spending had OK momentum" in January, Brian Jones,
senior U.S. economist at Societe Generale in New York, said before
the report, the report related.  "We expect to see better job
growth in the spring. More people with jobs means more money to
spend."

Stock-index futures held earlier losses after the report,
Bloomberg said.  The contract on the Standard & Poor's 500 Index
maturing in March dropped 0.8 percent to 1,843.5 at 9:14 a.m. in
New York as Russia's threat to invade Ukraine sent investors
searching for safer havens.


* Bret Madole Joins Carrington Coleman's Corporate Practice
-----------------------------------------------------------
Dallas-based Carrington, Coleman, Sloman & Blumenthal, LLP, is
expanding its corporate practice with the addition of corporate
and transactional attorney Bret Madole as leader of the firm's
corporate practice.

Mr. Madole's practice involves general corporate transactional
work, mergers and acquisitions, banking, bank lending, and
intellectual property, including copyrights, trademarks, and
licensing.  He joins the firm from Dallas' David Goodman & Madole,
where he practiced for 22 years.

"We have established middle market transactional expertise, and
Bret's addition substantially expands that capability and shows we
are ready to grow," says Bruce Collins, managing partner at
Carrington Coleman.  "Bret will be an invaluable resource to our
clients for their lending and corporate transactional work,
mergers and acquisitions, and more.  We're very happy he's joining
us."

The addition of Mr. Madole is just the latest growth move at
Carrington Coleman, which opened an east Texas office earlier this
year to better serve area clients with litigation and
transactional needs.  The firm also recently added attorney Jorge
Gutierrez as Of Counsel in its Oil and Gas practice, in addition
to several new associates.

Mr. Madole earned his law degree from the University of Virginia
School of Law and his undergraduate degree from Birmingham-
Southern College.  In addition to his substantial bank lending and
corporate capability, Bret joins Carrington Coleman with a
background in sports marketing, technology, and product
manufacturing.

"Carrington Coleman has long been known as a premier litigation
firm in Texas and one of the best in the country," Mr. Madole
says.  "I see this as a tremendous opportunity to help grow the
firm's existing corporate and transactional practice and make it
one of the best as well."

Carrington Coleman -- http://www.carringtoncoleman.com-- is a 43-
year-old Dallas-based law firm focused on litigation and
transactional services in the real estate, oil and gas,
securities, construction, professional services and health care
industries, among others.  The firm also represents public
entities and provides counsel in the areas of corporate
transactions, corporate governance, banking,
bankruptcy/restructuring, intellectual property, employment, and
estate planning.


* Dorsey Partner Annette Jarvis Bags Durham Public Service Award
----------------------------------------------------------------
International law firm Dorsey & Whitney LLP on March 18 disclosed
that Annette Jarvis has been selected for the Third Annual
Christine M. Durham Public Service Award.  Ms. Jarvis joins Utah
Supreme Court Justice Durham and Randall A. Mackey as the third
recipient of the award which recognizes the work of legal
professionals who demonstrate outstanding service to the citizens
of Utah.  She will be honored at an award celebration on March 19,
2014, at Utah Valley University.

"We are thrilled that Annette has been selected to receive the
Christine M. Durham Public Service Award," noted Ken Cutler,
Managing Partner of Dorsey & Whitney.  "She is an exceptionally
talented lawyer.  Community is a Dorsey core value and her
involvement in local organizations embodies that core value.  We
are extremely proud of her achievements and of this recognition."

Partner Annette Jarvis is a member of the Firm-wide Management
Committee and is the Salt Lake City Office Head.  She has
practiced business bankruptcy and restructuring law for over 30
years, representing debtors, financial institutions, secured and
unsecured creditors, committees, asset purchasers, receivers,
chapter 11 trustees, examiners, equity security holders, indenture
trustees and bond holders in chapter 11 cases throughout the
country.  She has substantial experience in state and federal
court receiverships, insurance rehabilitations and liquidations,
and out-of-court workouts.

In 2013, she was selected as the Distinguished Lawyer of the Year
by the Utah Chapter of the Federal Bar Association.  In 2007, she
received the Large Transaction of the Year Award from the
Turnaround Management Association. She is a fellow in the American
College of Bankruptcy and serves as the Tenth Circuit Education
Committee Chair.  She has been named a Top 100 Mountain States
Super Lawyer, and was selected as the Best Lawyers' Lawyer of the
Year 2012 in Litigation-Bankruptcy in Salt Lake City.  She is a
frequent lecturer on bankruptcy and insolvency law topics.  She is
also actively involved in her community and currently serves on
the Utah Symphony/Utah Opera Board.

The Utah Valley University Christine M. Durham Prelaw Club bestows
the annual award to individuals in the legal profession who
demonstrate outstanding public service to the citizens of the
State of Utah.  Ms. Durham, a current Utah Supreme Court Justice,
served as the high court's Chief Justice from 2002 to 2012.  The
award was created to recognize Justice Durham's national work in
judicial education and efforts to improve the administration of
justice.  This award honors her service over many years as well as
honors those whose commitment to public service has made a serious
impact of the lives of those served.

                   About Dorsey & Whitney LLP

Clients have relied on Dorsey since 1912 as a valued business
partner.  With locations across the United States and in Canada,
Europe and the Asia-Pacific region, Dorsey provides an integrated,
proactive approach to its clients' legal and business needs.
Dorsey represents a number of the world's most successful
companies from a wide range of industries, including leaders in
the financial services, life sciences, technology, agribusiness
and energy sectors, as well as major non-profit and government
entities.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re Desmond Reynoso
   Bankr. E.D. Cal. Case No. 14-22470
      Chapter 11 Petition filed March 12, 2014

In re Props WCI, Incorporated
   Bankr. N.D. Cal. Case No. 14-51075
     Chapter 11 Petition filed March 12, 2014
         See http://bankrupt.com/misc/canb14-51075.pdf
         represented by: Judson T. Farley, Esq.
                         LAW OFFICES OF JUDSON T. FARLEY
                         E-mail: judsonfarley@sbcglobal.net

In re Irma Gonzales
   Bankr. S.D. Cal. Case No. 14-01861
      Chapter 11 Petition filed March 12, 2014

In re Shannon Sutton
   Bankr. D. Colo. Case No. 14-12906
      Chapter 11 Petition filed March 12, 2014

In re Bruce Lindeman
   Bankr. S.D. Fla. Case No. 14-15755
      Chapter 11 Petition filed March 12, 2014

In re Medical Aesthetic Seminars, LLC
   Bankr. W.D. Ky. Case No. 14-30938
     Chapter 11 Petition filed March 12, 2014
         See http://bankrupt.com/misc/kywb14-30938.pdf
         represented by: Michael W. McClain, Esq.
                         MCCLAIN DEWEES, PLLC
                         E-mail: mmcclain@mcclaindewees.com

In re Enrique Ornelas
   Bankr. D. Nev. Case No. 14-11587
      Chapter 11 Petition filed March 12, 2014

In re Pulperia on Essex, Inc.
   Bankr. S.D.N.Y. Case No. 14-10621
     Chapter 11 Petition filed March 12, 2014
         See http://bankrupt.com/misc/nysb14-10621.pdf
         File as Pro Se

In re Iglesia Presbiteriana En Mayaguez, Inc.
   Bankr. D.P.R. Case No. 14-01869
     Chapter 11 Petition filed March 12, 2014
         See http://bankrupt.com/misc/prb14-01869.pdf
         represented by: Luis Roberto Santos Baez, Esq.
                         SANTOS & NIEVES BLAS
                         E-mail: lsantos19@yahoo.com

In re 109 Kirk Associates, LLC
   Bankr. W.D. Va. Case No. 14-70345
     Chapter 11 Petition filed March 12, 2014
         See http://bankrupt.com/misc/vawb14-70345.pdf
         represented by: Andrew S. Goldstein, Esq.
                         MAGEE GOLDSTEIN LASKY & SAYERS, P.C.
                         E-mail: agoldstein@mglspc.com

In re Gabrielle Glavin
   Bankr. W.D. Wis. Case No. 14-10989
      Chapter 11 Petition filed March 12, 2014

In re Marc Gastineau
   Bankr. D. Ariz. Case No. 14-03365
      Chapter 11 Petition filed March 13, 2014

In re Tito Hernandez
   Bankr. C.D. Cal. Case No. 14-10494
      Chapter 11 Petition filed March 13, 2014

In re Ronald Poole
   Bankr. N.D. Cal. Case No. 14-30390
      Chapter 11 Petition filed March 13, 2014

In re Fix Macs, Inc.
   Bankr. N.D. Cal. Case No. 14-51107
     Chapter 11 Petition filed March 13, 2014
         See http://bankrupt.com/misc/canb14-51107.pdf
         represented by: Michael D. Lee, Esq.
                         LEE & LI, ATTORNEYS AT LAW
                         E-mail: michael.lee@lee-li.com

In re David Fleming
   Bankr. S.D. Cal. Case No. 14-01898
      Chapter 11 Petition filed March 13, 2014

In re Johnny Arregoces
   Bankr. S.D. Fla. Case No. 14-15814
      Chapter 11 Petition filed March 13, 2014

In re Shirley Sherrod, M.D.
   Bankr. N.D. Ill. Case No. 14-08950
      Chapter 11 Petition filed March 13, 2014

In re Shivem, Inc.
   Bankr. D. Md. Case No. 14-13883
     Chapter 11 Petition filed March 13, 2014
         See http://bankrupt.com/misc/mdb14-13883.pdf
         represented by: Augustus T. Curtis, Esq.
                         COHEN, BALDINGER & GREENFELD, LLC
                         E-mail: augie.curtis@cohenbaldinger.com

In re Margaret Morrissey
   Bankr. D. Mass. Case No. 14-11019
      Chapter 11 Petition filed March 13, 2014

In re Boston Barstool + Contract Seating, LLC
        fka Boston Barstool & Contract Seating, LLC
   Bankr. D. Mass. Case No. 14-11021
     Chapter 11 Petition filed March 13, 2014
         See http://bankrupt.com/misc/mab14-11021.pdf
         represented by: Jeffrey J. Cymrot, Esq.
                         SASSOON AND CYMROT
                         E-mail: jcymrot@sassooncymrot.com

In re John Anderson
   Bankr. D. Nev. Case No. 14-11646
      Chapter 11 Petition filed March 13, 2014

In re Perla Hernandez
   Bankr. D. Nev. Case No. 14-11690
      Chapter 11 Petition filed March 13, 2014

In re Kaboom Test Labs, Inc.
   Bankr. D. N.M. Case No. 14-10716
     Chapter 11 Petition filed March 13, 2014
         See http://bankrupt.com/misc/nmb14-10716.pdf
         represented by: Christopher M. Gatton, Esq.
                         LAW OFFICE OF GEORGE DAVE GIDDENS, P.C.
                         E-mail: chris@giddenslaw.com

In re Francis Group Holding Corp.
   Bankr. E.D.N.Y. Case No. 14-41126
     Chapter 11 Petition filed March 13, 2014
         See http://bankrupt.com/misc/nyeb14-41126.pdf
         Filed Pro Se

In re Utica Brooklyn Acquisition Corp.
   Bankr. E.D.N.Y. Case No. 14-41127
     Chapter 11 Petition filed March 13, 2014
         See http://bankrupt.com/misc/nyeb14-41127.pdf
         Filed Pro Se

In re Pedro Rivera Amador
   Bankr. D.P.R. Case No. 14-01911
      Chapter 11 Petition filed March 13, 2014
In re JHS Ventures, LLC
   Bankr. D. Ariz. Case No. 14-03515
     Chapter 11 Petition filed March 14, 2014
         See http://bankrupt.com/misc/azb14-03515.pdf
         represented by: Donald W. Powell, Esq.
                         CARMICHAEL & POWELL, P.C.
                         E-mail: d.powell@cplawfirm.com

In re C & T Trucking, LLC
   Bankr. W.D. Ark. Case No. 14-70813
     Chapter 11 Petition filed March 14, 2014
         See http://bankrupt.com/misc/arwb14-70813.pdf
         represented by: John M. Blair, Esq.
                         ASSOCIATION OF ATTORNEYS FOR DEBT RELIEF
                         E-mail: melisechilders54@outlook.com

In re Pittsnogle Family Properties, LLC
   Bankr. D. Md. Case No. 14-13911
     Chapter 11 Petition filed March 14, 2014
         See http://bankrupt.com/misc/mdb14-13911.pdf
         represented by: Roger Schlossberg, Esq.
                         SCHLOSSBERG & ASSOCIATES
                         E-mail: bkcreditor@schlosslaw.com

In re The Bland Family Trust
   Bankr. D. Md. Case No. 14-13914
     Chapter 11 Petition filed March 14, 2014
         See http://bankrupt.com/misc/mdb14-13914.pdf
         represented by: Terry Lee Goddard, Jr., Esq.
                         SKEEN & KAUFFMAN, LLP
                         E-mail: tgoddard@skaufflaw.com

In re Lina Ciuffo Construction Corporation
   Bankr. D. Mass. Case No. 14-40464
     Chapter 11 Petition filed March 14, 2014
         See http://bankrupt.com/misc/mab14-40464.pdf
         represented by: Stephan M. Rodolakis, Esq.
                         FLETCHER TILTON & WHIPPLE, P.C.
                         E-mail: srodolakis@ftwlaw.com

In re Janie Guiliani
   Bankr. E.D. Mich. Case No. 14-20575
      Chapter 11 Petition filed March 14, 2014

In re Augustine Igwe
   Bankr. E.D. Mich. Case No. 14-44189
      Chapter 11 Petition filed March 14, 2014

In re Silver State Janitorial, Inc., a Corporation
   Bankr. D. Nev. Case No. 14-11701
     Chapter 11 Petition filed March 14, 2014
         See http://bankrupt.com/misc/nvb14-11701.pdf
         represented by: Thomas E. Crowe, Esq.
                         THOMAS E. CROWE PROFESSIONAL LAW CORP.
                         E-mail: tcrowe@thomascrowelaw.com

In re SGK Properties, LLC
        fka SG Properties, LLC
   Bankr. D. N.J. Case No. 14-14808
     Chapter 11 Petition filed March 14, 2014
         See http://bankrupt.com/misc/njb14-14808.pdf
         Filed Pro Se

In re Timothy Coon
   Bankr. D. N.M. Case No. 14-10737
      Chapter 11 Petition filed March 14, 2014

In re Charles Paterno
   Bankr. M.D.N.C. Case No. 14-80278
      Chapter 11 Petition filed March 14, 2014

In re Compressor Products of Houston, Inc.
   Bankr. S.D. Tex. Case No. 14-31458
     Chapter 11 Petition filed March 14, 2014
         See http://bankrupt.com/misc/txsb14-31458.pdf
         Filed Pro Se

In re Brad Goodspeed
   Bankr. E.D. Wash. Case No. 14-00915
      Chapter 11 Petition filed March 14, 2014
In re Laurel Fertility Care
   Bankr. N.D. Cal. Case No. 14-30403
     Chapter 11 Petition filed March 15, 2014
         See http://bankrupt.com/misc/canb14-30403.pdf
         represented by: John T. Hansen, Esq.
                         JOHN HANSEN, ATTORNEY LAW
                         E-mail: jhansenlaw101@gmail.com

In re John Hoover
   Bankr. D. Mass. Case No. 14-40478
      Chapter 11 Petition filed March 15, 2014

In re Genuine Warranty Solutions, Inc.
   Bankr. D. Ariz. Case No. 14-03572
     Chapter 11 Petition filed March 17, 2014
         See http://bankrupt.com/misc/azb14-03572.pdf
         represented by: Thomas G. Luikens, Esq.
                         AYERS & BROWN, P.C.
                         E-mail: Thomas.Luikens@azbar.org

In re Frank Smith
   Bankr. D. Ariz. Case No. 14-03589
      Chapter 11 Petition filed March 17, 2014

In re Holden Psychiatric Institute, P.A.
   Bankr. W.D. Ark. Case No. 14-70821
     Chapter 11 Petition filed March 17, 2014
         See http://bankrupt.com/misc/arwb14-70821.pdf
         represented by: Stanley V. Bond, Esq.
                         BOND LAW OFFICE
                         E-mail: attybond@me.com

In re Vision Salon & Spa, LLC
   Bankr. D. Conn. Case No. 14-20477
     Chapter 11 Petition filed March 17, 2014
         Filed Pro Se

In re Mitra Raheb
   Bankr. S.D. Fla. Case No. 14-16042
      Chapter 11 Petition filed March 17, 2014

In re 918 Ocean Drive, LLC
   Bankr. S.D. Fla. Case No. 14-16063
     Chapter 11 Petition filed March 17, 2014
         See http://bankrupt.com/misc/flsb14-16063.pdf
         represented by: Joel M. Aresty, Esq.
                         E-mail: aresty@mac.com

In re Jeannie Cosby
   Bankr. E.D. Mich. Case No. 14-44296
      Chapter 11 Petition filed March 17, 2014

In re Terry Cosby
   Bankr. E.D. Mich. Case No. 14-44296
      Chapter 11 Petition filed March 17, 2014

In re Teresita Tena
   Bankr. D. Nev. Case No. 14-11767
      Chapter 11 Petition filed March 17, 2014

In re Flip Services DBA Bounce and Flip
        fka Conversion Consulting LLC
   Bankr. S.D.N.Y. Case No. 14-10665
     Chapter 11 Petition filed March 17, 2014
         See http://bankrupt.com/misc/nysb14-10665.pdf
         represented by: Rachel S. Blumenfeld, Esq.
                         LAW OFFICES OF RACHEL S. BLUMENFELD
                         E-mail: rblmnf@aol.com

In re 61- Saul Corporation
        aka 61 Saul, Inc.
   Bankr. E.D. Pa. Case No. 14-11967
     Chapter 11 Petition filed March 17, 2014
         See http://bankrupt.com/misc/paeb14-11967.pdf
         represented by: Dimitri L. Karapelou, Esq.
                         LAW OFFICES OF DIMITRI L. KARAPELOU, LLC
                         E-mail: dkarapelou@karapeloulaw.com



                             *********

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.


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