TCR_Public/140324.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Monday, March 24, 2014, 2014, Vol. 18, No. 82

                            Headlines

1617 WESTCLIFF: Balks at Wells Fargo's Claims for Default Interest
201 NORTH GEORGE: Case Summary & 3 Largest Unsecured Creditors
AMERICAN AIRLINES: Illinois Sues Over Fuel Tax Scheme
AMERICAN APPAREL: Again Pursues Funding Options
ANDERSONVILLE ASSOCIATE: Voluntary Chapter 11 Case Summary

ARICENT TECHNOLOGIES: S&P Assigns 'B' CCR & Rates $555MM Debt 'B+'
AURICO GOLD: S&P Rates $315 Million Sr. Secured Notes 'B'
AVATARA SERVICES: Case Summary & 20 Largest Unsecured Creditors
BERNARD L. MADOFF: Aides Knew 'Bernie Claus' Wasn't Real
BERNARD L. MADOFF: Trustee Sues in NY to Halt Fla. Class Actions

BERNARD L. MADOFF: Feds Obsessing Over Aide's Wealth, Atty Says
BIOJECT MEDICAL: To Restructure Balance Sheet
BIZSELL BROKERS: Voluntary Chapter 11 Case Summary
BMOC INVESTORS: Owner of Burlington Outlet Village Files Ch. 11
C & K MARKET: Pacific Partners Approved to Market Calif. Assets

C & K MARKET: Big Rock Approved to Sell Oregon Properties
C & K MARKET: Court Okays Menlo Management as Leasing Agent
C & K MARKET: Kurtzman Carson Approved as Noticing Agent
CENGAGE LEARNING: S&P Assigns Prelim. 'B' CCR; Outlook Stable
CITI BIKE: Needing Millions of Dollars, Looks for Help

CLUB AT SHENANDOAH: Selling Property to Follettusa for $15MM
COLEMAN CABLE: S&P Raises Then Withdraws Corp. Credit Rating
COLOR STAR: Court Approves Munsch Hardt as Panel's Attorneys
CONCORD ROAD: Voluntary Chapter 11 Case Summary
CONSTAR INT'L: Wants Name Changed to Capsule International

CONSTAR INT'L: Can Hire BDO USA as Tax Service Provider
CONSTAR INT'L: Court Approves Brown Rudnick as Panel's Co-Counsel
CONSTAR INT'L: Files Amended Schedules of Assets and Liabilities
COOPER-STANDARD HOLDINGS: S&P Revises Rating Outlook to Stable
COUDERT BROTHERS: Battles With Dechert Over Client Data

DEERFIELD RETIREMENT: Emerges From Prepackaged Ch. 11
DEERFIELD RETIREMENT: Emerges From Prepackaged Ch. 11
DETROIT, MI: Retiree Committee Will Be Protected Against Suits
DETROIT, MI: Retirement Systems Balk at Postpetition Financing
DEWEY & LEBOEUF: Former Execs Haunted by Damning Emails

DEWEY STRIP: Counsel Neal Wolf Merged With Much Shelist
DILLARD'S INC: S&P Revises Outlook to Positive & Affirms 'BB+' CCR
DOLAN CO: Files Bankruptcy to Cut Foreclosure Unit Debt
DSWC INC: Case Summary & 14 Largest Unsecured Creditors
DYNASTY DEVELOPMENT: Case Summary & 20 Top Unsecured Creditors

EAGLE BULK: Enters Into Waiver & Forbearance Agreement
EASTON-BELL SPORTS: Moody's Rates $205MM First Lien Debt 'B2'
EASTON-BELL SPORTS: S&P Lowers CCR to 'B-' on Still Weak Metrics
EASTMAN KODAK: Agrees to Pay $52M for 3 NY, NJ Site Cleanups
ECOTALITY INC: Plan Exclusivity Extended Until April 15

EDGENET INC: Gets Court Approval to Hire Frazier as Accountants
EDGENET INC: Can Hire GlassRatner Advisory as Financial Advisor
EDGENET INC: Files Schedules of Assets and Liabilities
EDGENET INC: U.S. Trustee Forms 5-Member Noteholders Committee
ENDEAVOUR INTERNATIONAL: S&P Removes 'CCC' CCR From Watch Negative

FIRST NIAGARA: Moody's Lowers Issuer Rating to 'Ba1'
FIRSTPLUS FINANCIAL: Lucchese Cohort Banished From Fraud Trial
FLETCHER INTERNATIONAL: Skadden to Pay $4.25 Million
FLORIDA GAMING: Seeks to Assume Contracts & Leases
FLORIDA GAMING: Seeks to Assume Contracts & Leases

FREE LANCE-STAR: Can Push Through with May 15 Auction of Assets
FREE LANCE-STAR: Can Push Through with May 15 Auction of Assets
FREEDOM INDUSTRIES: Submits Plan to Demolish Tanks
FREEDOM INDUSTRIES: Bankruptcy Court OKs Mark Welch as CRO
GENERAL MOTORS: Bankruptcy Shield Too Flimsy to Block Defect Suits

GENERAL MOTORS: Asked to Waive Immunity for Ignition Switch Cases
GENERAL MOTORS: Pressures Mount on Recall
GENERAL MOTORS: Faces Suits on Car Value
GLOBAL GEOPHYSICAL: S&P Lowers CCR to 'CCC-' on Forbearance Deal
GREENVILLE CASUALTY: A.M. Best Lowers Fin. Strength Rating to 'B'

HERCULES, CA: Threatens to File Municipal Bankruptcy
HOLTKOETTER INT'L: Case Summary & 20 Largest Unsecured Creditors
HOWARD JOHNSON: Florida Condo Rises Following Hotel's Bankruptcy
HRK HOLDINGS: Can Access Additional Loan From Regions Bank
IFA INSURANCE: A.M. Best Lowers Fin. Strength Rating to 'C++'

INTERWEST DEVELOPMENT: Case Summary & 20 Top Unsecured Creditors
IRISH BANK: Tampa Port Sues Over Channelside Mall Lease
IRISH BANK: Tampa Port Sues Over Channelside Mall Lease
JO-ANN STORES: S&P Revises Outlook to Negative & Affirms 'B' CCR
KB HOME: Fitch Rates Proposed $300MM Sr. Unsecured Notes 'B+/RR4'

KB HOME: Moody's Rates New Unsecured Notes 'B2'; Outlook Positive
KB HOME: S&P Affirms 'B' CCR & Rates $300MM Unsecured Notes 'B'
KB IMPORTADORA: Case Summary & 19 Largest Unsecured Creditors
KCD IP: Moody's Lowers Rating on Asset-Backed Notes to B3(sf)
KENNEDY-WILSON INC: S&P Rates New $250MM Sr. Unsecured Notes 'BB-'

LCI HOLDING: IRS Loses Bid to Tap Sale Funds for $24M Tax Claim
LIBERTY MEDICAL: Blames Bankruptcy on Former Owner Medco
MERIDIAN SUNRISE: Hedge Funds Barred From Voting on Plan
METRO AFFILIATES: Exclusive Plan Filing Period Extended to May 5
METRO AFFILIATES: Has Until June 2 to Decide on Leases

MF GLOBAL: Execs Again Duck Breach of Fiduciary Duty Claims
MICHAEL GROVER: 37' Silverton Powerboat to Be Sold April 4
MILACRON HOLDINGS: S&P Affirms 'B' CCR; Outlook Stable
MMODAL INC: Case Summary & 30 Largest Unsecured Creditors
MMODAL INC: Seeks Approval of First Day Motions

MMODAL INC: Proposes to Use Cash Collateral
MMODAL INC: Hiring Prime Clerk as Claims & Noticing Agent
MMODAL INC: Moody's Cuts PDR to 'D-PD' Over Bankruptcy Filing
MMODAL INC: S&P Lowers Rating on Senior Secured Facility to 'D'
MONEY CENTERS: Files for Bankruptcy

MONEY CENTERS: Case Summary & 20 Largest Unsecured Creditors
MORRIS BROWN COLLEGE: Plans May 12 Auction
MT. GOX: Says It Has Found Missing Bitcoin Worth About $116MM
MT. GOX: Plaintiffs File Plan to Retrieve Crypto-Currency
NGS REALITY: Voluntary Chapter 11 Case Summary

NOBLE LOGISTICS: To Sell Assets to Gladstone or Highest Bidder
NOBLE LOGISTICS: Section 341(a) Meeting Set for April 9
NOBLE LOGISTICS: Taps Prime Clerk as Administrative Advisor
NOBLE LOGISTICS: Seeks to Hire Gulfstar Group as Investment Banker
NORTEL NETWORKS: Cassels Brock Okayed as Panel's Canadian Counsel

NORTEL NETWORKS: Fights with Creditors in Prelude to $7B Trial
NORTH CAROLINA MUTUAL:  A.M. Best Cuts Fin. Strength Rating to C+
NRC US: Moody's Affirms B2 Corp. Family Rating; Outlook Negative
OCZ TECHNOLOGY: Creditors Try to Stall $7.5MM Deal With Investors
OPUS MEDICAL: Case Summary & 20 Largest Unsecured Creditors

OWENS-BROCKWAY GLASS: S&P Hikes Rating on 7.375% Sr. Notes to BB+
PINE TREE HOUSE: Case Summary & 20 Largest Unsecured Creditors
PROSPECT SQUARE: MSCI Okays Access to Cash Through Month's End
RENTECH NITROGEN: S&P Affirms 'B' CCR & Removes From CreditWatch
REVSTONE INDUSTRIES: Parent Blasts Deal with PBGC

REVSTONE INDUSTRIES: Parent Blasts Deal with PBGC
RYNARD PROPERTIES: Section 341(a) Meeting Set on April 9
SAN BERNARDINO, CA: Has Until Dec. 31 to Decide on Facility Leases
SAN BERNARDINO, CA: Cites Progress in Bankruptcy Talks
SENTINEL MANAGEMENT: Customers Cry Fraud at Ex-CEO's Trial

SENTINEL MANAGEMENT: Misled Customers Before Collapse
SENTINEL MANAGEMENT: FCStone Obtains Favorable Ruling in Appeal
SERENA SOFTWARE: S&P Affirms 'B' CCR on Planned HGGC Sale
SEVEN COUNTIES: Hall Render May Work in NextGen Case
SEVEN COUNTIES: Final Cash Collateral Hearing Moved to March 27

SIMPLEXITY LLC: Section 341(a) Meeting Scheduled for April 25
SIMPLY WHEELZ: Seeks to Auction 27 Car-Rental Locations
SIMPLY WHEELZ: Court Moves Plan Filing Deadline to June 3
SIMPLY WHEELZ: Seeks to Auction 27 Car-Rental Locations
STACY'S INC: Court Denied BOTW's Motion to Enforce Sale Orders

STAPLES INC: Downsizing May Be Alarm Call For Traditional Retail
STERLING BLUFF: Seeks 2004 Examinations of Bank and Club
TAMRAC INC: Camera-Bag Maker to Find Buyer in a Month
TECUMSEH PRODUCTS: Recharges Turnaround with CRO Hire
THELEN LLP: Trustee Seeks Rulings in 4 Partner Clawbacks

THINKFILM LLC: Screen Capital's Claims Axed From Bankruptcies
THOMPSON'S WATER: Case Summary & 20 Largest Unsecured Creditors
TJ PLAZA: Case Summary & 14 Largest Unsecured Creditors
TOWER AUTOMOTIVE: Moody's Raises CFR to 'B1'; Outlook Stable
TRIAMP GROUP: Case Summary & 20 Largest Unsecured Creditors

TRIBUNE CO: SEC Urges 2nd Circ. to Reverse Unwinding Decision
TUSCANY INTERNATIONAL: DIP, Restructuring Amendments Filed
UNICOI WATER: S&P Lowers Rating on 2010 Waterworks Bonds to 'BB'
WALLDESIGN INC: Panel Files Avoidance Suit v. Comerica, BofA
WALLDESIGN INC: Files Amended Outline for Liquidating Plan

WALTER ENERGY: S&P Affirms 'B-' Corp. Credit Rating; Outlook Neg.
WARTBURG COLLEGE: Fitch Affirms BB Rating on $47.3MM Revenue Bonds

* Branding, Leasing Woes Tip Dining Chains Toward Chapter 11
* Detroit Suburbs Devise Ways to Dodge Takeovers as Decay Widens
* Fewer Stalking Horse Perks Discourage Distressed Buyers
* IRS Bankruptcy Controls Not Always Followed, TIGTA Says
* Lender Not Liable for Pension Plan Withdrawal Liability

* Credit Suisse Documents Point to Mortgage Lapses
* Ex-CDR Chief Rubin Spared Prison in Muni Bid-Rigging Case
* Former Goldman Trader Ordered to Pay $825,000 to SEC
* Jefferies to Pay $25MM to Settle Mortgage Bond Trading Charges
* JPMorgan Whistleblower Gets $63.9 Million in Mortgage Fraud Deal
* Lockheed Martin Buys Cybersecurity Firm Industrial Defender

* Plan for Fannie, Freddie Pits Taxpayers Against Investors
* Administration Plan Would Rein in For-Profit Colleges
* Consumer Credit Increased $13.7 Billion in January
* Fed Nominee Stanley Fischer Focuses on Financial Stability
* Ga. Court Throws Wrench Into FDIC D&O Insurance Battles
* Mortgage Market Gets Reshuffled

* Obama Will Seek Broad Expansion of Overtime Pay
* SEC Asks Municipal Bond Sellers to Report Violations
* Senate Makes Deal to Extend Unemployment Benefits
* U.S. Criticized for Lack of Action on Mortgage Fraud
* Why the DOJ Won't Back Down on Auto Lenders
* Myron Marlin Joins FTI Consulting as Managing Director

* Scott Adamson Joins Vedder Price's Los Angeles Office
* Bankruptcy Judge Elizabeth Perris to Retire in 2015

* Retired Texas Bankruptcy Judge Larry E. Kelly Dies at 68

* BOND PRICING -- For Week From March 17 to 21, 2014


                             *********


1617 WESTCLIFF: Balks at Wells Fargo's Claims for Default Interest
------------------------------------------------------------------
1617 Westcliff, LLC sold its primary asset, certain real property
subject to Wells Fargo Bank's oversecured claim, as part of a
proposed plan of reorganization that was pending at the time of
the sale.  After paying certain undisputed amounts to the bank
including amounts for the bank's attorney's fees, the debtor
escrowed $632,860.31 for payment to the bank for default interest.
The debtor objected to the bank's claim for default interest and
attorney's fees for three reasons.

First, the debtor argues that the bank's proof of claim for
$7,552,757 does not constitute prima facie evidence of a valid
claim under Bankruptcy Rule 3001 and Local Bankruptcy Rule 3007-
1(c) because it did not attach supporting documentation and
because the claim was not amended to reflect the change in
ownership of the claim from the prior servicer, Torchlight, to the
bank.  The debtor also contends that the claim does not indicate
that it was intended to supersede the $7,000,000 amount scheduled
by the debtor.  The bank argued that the supporting documentation
was filed as part of a prior lift stay motion thereby constituting
a valid claim under the informal claim doctrine pursuant to the
Ninth Circuit's In the Matter of Pizza of Hawaii, Inc. decision.
The bank also argues that under Section 506(d)(2) it did not have
to file a claim to preserve its lien rights in the disputed funds.

Second, the debtor contends that the bank's attorney's fees of
$411,421.67 are not recoverable because the bank has failed to
supply supporting documentation for the debtor and the Court to
determine whether such fees are reasonable pursuant to Section
506(b) of the Bankruptcy Code.  The bank counters that the debtor
waived its objection to the fees because the fees were already
paid as part of the undisputed amounts owed to the bank as a
result of the court approved sale of the property.  The bank
alleges that the debtor's "abrupt about-face on this issue is not
brought in good faith, and is done in an effort to gain perceived
leverage in its dispute over the Default Interest."

Third, the debtor, relying upon the Ninth Circuit's In re Sylmar
Plaza, L.P. and In re Entz-White Lumber and Supply, Inc.
decisions, argues that the bank is not entitled to default
interest because the property was "sold in the context" of a
pending, but unconfirmed, chapter 11 plan, allowing it to avoid
paying the interest because it has cured all defaults under the
loan pursuant to Section 1123(a)(5)(G).  The bank asserts that the
circuit's later case of General Electric Capital Corp. v. Future
Media Productions, Inc. controlled and clarified that the debtor
must sell the property through a plan to avoid default interest,
and not outside of a plan.  The debtor believes that doing so
would be an impossible "herculean task" because it would have to
cure the defaults at confirmation that would require selling the
property at the same time as entry of an order confirming the
plan.

Attorneys for Secured Creditor Wells Fargo Bank, N.A., as Trustee
for the Registered Holders of Credit Suisse First Boston Mortgage
Securities Corp., Commercial Mortgage Pass-Through Certificates,
Series 2004-C3, are:

     Aron M. Oliner, Esq.
     Geoffrey A. Heaton, Esq.
     DUANE MORRIS LLP
     One Market Plaza
     Spear Street Tower, Suite 2200
     San Francisco, CA 94105-1127
     Telephone: (415) 957-3000
     Facsimile: (415) 957-3001
     E-mail: roliner@duanemorris.com

                      About 1617 Westcliff

1617 Westcliff, LLC, filed a bare-bones Chapter 11 petition
(Bankr. C.D. Cal. Case No. 12-19326) on Aug. 2, 2012, in Santa
Ana, California.  The Debtor estimated assets of $10 million to
$50 million and liabilities of $1 million to $10 million.
Bankruptcy Judge Mark S. Wallace oversees the case.  Sarah C.
Boone, Esq., and D. Edward Hays, Esq., at Marshack Hays LLP, serve
as the Debtor's counsel.

The Debtor filed a plan of liquidation and disclosure statement
on July 1, 2013, seeking to accomplish payment of creditors in
full by reorganizing its personal assets and liabilities through
the sale of its only substantial asset, a commercial real property
commonly known as 1617 Westcliff Drive, in Newport Beach,
California.  The property, according to court documents, is a
mixed use, Class B building mostly occupied by medical office
space.  It comprises 32,000 square feet of rentable space in a
single two-story building situated on approximately 1.56 acres of
land in an up-scale commercial district of Newport Beach.


201 NORTH GEORGE: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: 201 North George Street, LLC
        Post Office Box 6058
        Leesburg, VA 20178

Case No.: 14-00294

Chapter 11 Petition Date: March 21, 2014

Court: United States Bankruptcy Court
       Northern District of West Virginia (Martinsburg)

Judge: Hon. Patrick M. Flatley

Debtor's Counsel: Aaron C. Amore, Esq.
                  AMORE LAW, PLLC
                  206 West Liberty Street
                  Post Office Box 386
                  Charles Town, WV 25414
                  Tel: (304) 885-4111
                  Fax: 866-417-8796
                  Email: aaron@amorelaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by J. Michael Cassell, manager.

A list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/wvnb14-294.pdf


AMERICAN AIRLINES: Illinois Sues Over Fuel Tax Scheme
-----------------------------------------------------
Law360 reported that Illinois' public transportation system
launched a sprawling lawsuit against American Airlines and a fuel
subsidiary, claiming the airline bilked the Chicago area out of
more than $23 million in fuel sales taxes last year using a false
reporting scheme.

According to the Regional Transportation Authority's lawsuit,
American Airlines falsely claims it purchases jet fuel from a fuel
subsidiary located in a rural community more than 50 miles outside
of Chicago's O'Hare International Airport, allowing the airline to
avoid sales tax that goes toward supporting airport, the report
related.

                     About American Airlines

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

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

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

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

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

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

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

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

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


AMERICAN APPAREL: Again Pursues Funding Options
-----------------------------------------------
Jamie Mason and Richard Collings, writing for The Deal, reported
that American Apparel Inc. is pursuing several possible financing
alternatives, but industry sources have warned that the company
and its controversial founder, Dov Charney, may be out of luck
this time around.

According to the report, the Los Angeles-based apparel retailer,
which brags about making all its clothes sweatshop-free in the
U.S., has a roughly $26.79 million interest payment coming due on
April 15 on its $206 million in 13% senior secured notes due April
15, 2020.

US Bank NA is the indenture trustee on the notes, the report
related.  American Apparel's bondholders are being advised by
legal counsel at Milbank, Tweed, Hadley & McCloy LLP and financial
advisers at Houlihan Lokey Inc., sources said.

American Apparel's CFO John J. Luttrell couldn't be reached for
comment, but with only $4.9 million in cash on its balance sheet,
$2.7 million available to borrow on its Capital One Business
Credit Corp. asset-backed revolving credit facility and $1.2
million available to borrow on its revolving credit facility with
Bank of Montreal, the company doesn't appear to have enough funds
to make the payment without obtaining additional financing, the
report further related.

In fact, the New York Stock Exchange, where American Apparel's
stock is listed under the symbol APP, has threatened to delist the
clothing maker for failing to comply with the listing standards,
the report said.

                      About American Apparel

Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP)
-- http://www.americanapparel.com/-- is a vertically integrated
manufacturer, distributor, and retailer of branded fashion basic
apparel.  As of September 2010, American Apparel employed over
10,000 people and operated 278 retail stores in 20 countries,
including the United States, Canada, Mexico, Brazil, United
Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the
Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan,
South Korea and China.

Amid liquidity problems and declining sales, American Apparel in
early 2011 reportedly tapped law firm Skadden, Arps, Slate,
Meagher & Flom and investment bank Rothschild Inc. for advice on a
restructuring.

In April 2011, American Apparel said it raised $14.9 million in
rescue financing from a group of investors led by Canadian
financier Michael Serruya and private equity firm Delavaco Capital
Corp., allowing the casual clothing retailer to meet obligations
to its lenders for the time being.  Under the deal, the investors
were buying 15.8 million shares of common stock at 90 cents
apiece.  The deal allows the investors to purchase additional
27.4 million shares at the same price.

The Company incurred a net loss of $37.27 million in 2012, as
compared with a net loss of $39.31 million in 2011.  The Company's
balance sheet at Sept. 30, 2013, showed $332.93 million in total
assets, $389.12 million in total liabilities and a $56.19 million
total stockholders' deficit.

                           *     *     *

As reported by the Troubled Company Reporter on Feb. 26, 2014,
Standard & Poor's Ratings Services lowered its corporate credit
rating to 'CCC' from 'B-' on Los Angeles-based American Apparel
Inc.  The outlook is developing.

The Troubled Company Reporter, on Nov. 21, 2013, reported that
American Apparel Inc. had its corporate family rating cut one
level to Caa2 by Moody's Investors Service.  The clothing
retailer's probability of default was also lowered one level and
the outlook is negative.


ANDERSONVILLE ASSOCIATE: Voluntary Chapter 11 Case Summary
----------------------------------------------------------
Debtor: Andersonville Associate 10, LLC
        5028 North Clark, Second Floor
        Chicago, IL 60640

Case No.: 14-10139

Chapter 11 Petition Date: March 20, 2014

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Hon. Donald R Cassling

Debtor's Counsel: O Allan Fridman, Esq.
                  WALLACH MICHALEC FRIDMAN, P.C.
                  555 Skokie Blvd, Suite 500
                  Northbrook, IL 60062
                  Tel: 847 412-0788
                  Fax: 847 412-0898
                  Email: allanfridman@gmail.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Robert Aranyi, member.

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


ARICENT TECHNOLOGIES: S&P Assigns 'B' CCR & Rates $555MM Debt 'B+'
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Redwood City, Calif.-based Aricent Technologies.
The outlook is stable.

S&P is also assigning a 'B+' issue-level rating with a recovery
rating of '2' to the company's $555 million first lien facilities,
consisting of a $75 million senior secured revolving credit
facility due 2019 and a $480 million first lien term loan due
2021.  The '2' recovery rating indicates expectations for
substantial (70% to 90%) recovery of principal in the event of
default.

At the same time, S&P is assigning a 'CCC+' issue-level rating
with a recovery rating of '6' to its $195 million second-lien term
loan due 2022.  The '6' recovery rating indicates expectations for
negligible (0% to 10%) recovery of principal in the event of
default.

S&P's ratings on Aricent reflect its "weak" business risk profile
and "highly leveraged" financial risk profile.

"Our business risk assessment is based on the company's mostly
flat revenues in recent years and modest scale and market share in
the highly competitive global business process outsourcing (BPO)
industry," said Standard & Poor's credit analyst Andrew Chang.
"The financial risk assessment incorporates pro forma leverage
near the 6x area and expected moderately positive FOCF).
Favorable industry growth prospects and improving profitability
due to the ongoing business transition are partial offsets," added
Mr. Chang.

"We view Aricent's business profile as "weak." The company is a
provider of outsourced product development (OPD) and is a niche
participant in the larger BPO market.  The OPD industry is
differentiated by its focus on higher value engineering and design
functions and is highly fragmented with many small participants
although we believe that the large traditional BPO providers are
capable of becoming more involved over the longer term as the OPD
market expands.  Despite its modest scale, we believe Aricent's
focus on the communications industry confers it certain
competitive advantages as evidenced by a strong customer list and
low attrition rate.  On the other hand, more than 80% of revenues
are derived from the communications industry, and customer
concentration is relatively high with the top 10 customers
accounting for about 40% of revenues," S&P said.

"Aricent's business is undergoing a transition under the new
management team.  Despite the OPD industry's strong growth in
recent years, Aricent's revenues have been flat over the past
three years.  During the past year, the company has de-emphasized
lower margin businesses while growing its higher-margin
engineering services business and has also instituted cost cuts.
The EBITDA margin, as a result, has improved by about 600 basis
points during the past year.  While we view these changes
positively, we remain cautious of near-term operational risks as
the company transitions its business for growth," S&P added.
Absolute profitability is considered "above average," and
volatility of profitability is viewed as "satisfactory."  S&P
views the industry risk as "intermediate" and the country risk as
"very low."


AURICO GOLD: S&P Rates $315 Million Sr. Secured Notes 'B'
---------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B' issue-
level rating and '3' recovery rating to Toronto-based gold
producer AuRico Gold Inc.'s US$315 million senior secured second-
lien notes.  A '3' recovery rating indicates S&P's expectation of
meaningful (50%-70%) recovery in a default scenario.

S&P assumes that the proceeds from the notes offering will be used
to repay existing debt including the company's convertible notes
outstanding.

Standard & Poor's also withdrew its 'B' issue-level rating and '3'
recovery rating on the company's previously proposed US$300
million of senior unsecured notes.

"Our 'B' long-term corporate credit rating and stable outlook on
AuRico reflect our view of the company's limited operating
diversity, execution risks related to the ramp-up of the Young-
Davidson underground mine, and the company's exposure to volatile
gold and silver prices," said Standard & Poor's credit analyst
George Economou.

AuRico operates the Young-Davidson mine in Ontario, Canada, and
the El Chanate mine in Sonora State, Mexico.

RATINGS LIST

AuRico Gold Inc.
Corporate credit rating   B/Stable/--

AuRico Gold Inc.
Rating Assigned
US$315 mil sr secured second-lien notes B
Recovery rating                        3

Rating Withdrawn
                                        To     From
US$300 mil sr unsecured notes           N.R.   B
Recovery rating                        N.R.   3

N.R.--Not rated


AVATARA SERVICES: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Avatara Services, LLC
           dba Avatara, LLC
        36 Haywood St., 4th Floor
        Asheville, NC 28801

Case No.: 14-10150

Chapter 11 Petition Date: March 21, 2014

Court: United States Bankruptcy Court
       Western District of North Carolina (Asheville)

Judge: Hon. George R. Hodges

Debtor's Counsel: D. Rodney Kight, Jr., Esq.
                  KIGHT LAW OFFICE PC
                  56 College Street, Suite 302
                  Asheville, NC 28801
                  Tel: (828) 255-9881
                  Fax: (828) 255-9886
                  Email: info@kightlaw.com

Total Assets: $422,707

Total Liabilities: $1.12 million

The petition was signed by Samuel Cody, CEO.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ncwb14-10150.pdf


BERNARD L. MADOFF: Aides Knew 'Bernie Claus' Wasn't Real
--------------------------------------------------------
Law360 reported that five former Bernie Madoff associates who have
insisted they didn't know about the Ponzi scheme are like adults
who claim to still believe in Santa Claus, a federal prosecutor
said during a combative trial session that featured a slew of
curse words and objections.

According to the report, Assistant U.S. Attorney Randall Jackson
began his closing arguments in the marathon trial by comparing
Madoff to Santa Claus, an extraordinary man who was "generous for
no apparent reason" and who solicited investments in the form of
"milk and cookies."

The case is USA v. O'Hara et al., Case No. 1:10-cr-00228
(S.D.N.Y.).

                     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: Trustee Sues in NY to Halt Fla. Class Actions
----------------------------------------------------------------
Law360 reported that the trustee overseeing the liquidation of
Bernard L. Madoff Investment Securities LLC's estate filed suit
against several individuals who launched class actions in Florida
federal court to recover certain Madoff-related damages, saying
they are violating an order barring them from pursuing the
litigation.

According to the report, Securities Investor Protection Act
trustee Irving Picard argued in his complaint that the named
plaintiffs in the Florida actions -- Susanne Stone Marshall, Adele
Fox, Marsha Peshkin, Russell Oasis, A&G Goldman Partnership and
Pamela Goldman -- are continuing to pursue putative class.

                     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: Feds Obsessing Over Aide's Wealth, Atty Says
---------------------------------------------------------------
Law360 reported that an attorney for former Bernard Madoff aide
Annette Bongiorno accused prosecutors of attempting to distract
jurors from the case and make them "jealous" by repeatedly
emphasizing the defendant's previous wealth, including a $50
million investment account and her silver Bentley.

According to the report, the government lacks evidence to prove
that Bongiorno, one of five former Bernard L. Madoff Investment
Securities LLC employees on trial in New York federal court,
knowingly aided the Ponzi scheme, her attorney Roland Riopelle
said during closing arguments.

The case is USA v. O'Hara et al., Case No. 1:10-cr-00228
(S.D.N.Y.).

                     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.


BIOJECT MEDICAL: To Restructure Balance Sheet
---------------------------------------------
Bioject Medical Technologies Inc. on March 20 disclosed that it is
seeking to restructure its balance sheet, in order to secure
necessary operating capital.  After attempts to obtain necessary
operating capital from third parties over a period of twelve
months were unsuccessful, Bioject received an advance on March 17,
2014, of $500,000 from two of its directors, pending completion of
a restructuring plan, approved by its Board of Directors, but
subject to final negotiated agreements and shareholder and debt
holder consents.

Under the planned restructuring, the $500,000 advance will be
converted into 50,000 shares of a new Series I Preferred Stock
with a conversion price into common stock of $0.075 per share.  In
addition, existing debt holders with notes aggregating
approximately $1.0 million, will be asked to exchange the debt
into approximately 100,000 shares of Series I Preferred Stock.
This secured debt includes $260,000 of bridge promissory notes
issued to the two directors during December 2013 and January 2014.
Furthermore, the Series D, E, F and G Preferred Stock will be
asked to convert into approximately 20 million shares of common
stock and receive secured five year notes aggregating between $2.0
and $2.2 million.  The existing 99,455 shares of Series H
Preferred Stock and the approximately 18.9 million shares of
publicly held Common Stock, would remain in place.  The Series H
and Series I Preferred Stock would rank pari passu.

The restructuring plan is expected to be finalized prior to
April 30, 2014, but is subject to final negotiated agreements and
receipt of all necessary shareholder and debt holder consents,
including those referred to above.  Upon a closing of the
restructuring plan as described above, on a fully diluted basis,
common share equivalents will aggregate approximately 90 million
shares, including existing employee stock options.  In addition,
Bioject also plans to establish an equity incentive plan for
management, employees and directors aggregating 7 million shares.
There can be no assurance that the restructuring plan, if
implemented as described above, including, but not limited to, the
additional $500,000 in operating capital, will maintain the
viability of Bioject as a going concern.

Bioject (otc pink:BJCT)is a developer and manufacturer of needle-
free injection therapy systems.


BIZSELL BROKERS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Bizsell Brokers Real Estate LLC
           dba Coworking Plus
        2293 W 190th Street
        Torrance, CA 90504

Case No.: 14-15352

Chapter 11 Petition Date: March 20, 2014

Court: United States Bankruptcy Court
       Central District Of California (Los Angeles)

Judge: Hon. Barry Russell

Debtor's Counsel: Lisa F Collins-Williams, Esq.
                  LAW OFFICE OF LISA F COLLINS-WILLIAMS
                  2601 W Martin Luther King Jr Ste B
                  Los Angeles, CA 90008
                  Tel: 323-290-6650
                  Email: lawkeeper@msn.com

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

Estimated Liabilities: $1 million to $10 million

The petition was signed by LLyod White, operations manager.

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


BMOC INVESTORS: Owner of Burlington Outlet Village Files Ch. 11
---------------------------------------------------------------
Michael D. Abernethy, writing for The Times-News, reported that
the owners of Burlington Outlet Village have filed for chapter 11
bankruptcy, stopping a foreclosure auction of the property that
was scheduled for Thursday, March 20.

The report said BMOC Investors LCC -- owners of the outlet mall --
has filed an emergency motion to use money generated from
continued business there toward operating expenses.

The report said Wells Fargo issued foreclosure proceedings with
the Alamance County Clerk of Superior Court's office, saying the
shopping center's owners owed more than $6.2 million on the
property.  A foreclosure auction was scheduled for 10 a.m.
Thursday.

"There will be no sale until bankruptcy is lifted," Alamance
County Clerk of Superior Court David Barber said Tuesday,
according to the report.


C & K MARKET: Pacific Partners Approved to Market Calif. Assets
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon authorized
C & K Market Inc. to employ Pacific Partners Commercial Real
Estate Inc., dba Coldwell Banker Commercial Pacific Partners, as
real estate broker to assist in selling the real property located
at:

     (a) 301 N. Fred D. Haight Dr., Smith River, CA 95567;
     (b) 291 N. Fred D. Haight Dr., Smith River, CA 95567;
     (c) 3460 Broadway, Eureka, CA 95503;
     (d) 15930 Dam Rd., Clearlake, CA 95422;
     (e) 118-168 Morgan Way, Mt. Shasta, CA 96067; and
     (f) 43622 Hwy. 299 E, Fall River Mills, CA 96028

As reported in the Troubled Company Reporter on Feb. 12, 2014,
the Debtor will compensate Pacific Partners at a commission rate
of 5% of the gross sale price of such Property, with such
commission to be paid directly out of the proceeds from the sale
of the Property without the need for a fee application.

Scott Pesch, owner of Pacific Partners, 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.

Pacific Partners can be reached at:

       Scott Pesch
       PACIFIC PARTNERS COMMERCIAL REAL ESTATE INC.
       1036 5th Street, Suite A
       Eureka, CA 95501
       Tel: 707-442-2222

                         About C&K Market

C&K Market Inc., a 57 year-old grocery store chain, sought
bankruptcy protection from creditors with a plan to sell or close
some of its stores, on Nov. 19, 2013 (Bankr. D. Ore. Case No.
13-64561).  The case is assigned to Judge Frank R. Alley, III.

C&K Market scheduled $157,696,921 in total assets and $101,604,234
in total liabilities.

The Debtor is represented by Albert N. Kennedy, Esq., Timothy J.
Conway, Esq., Michael W. Fletcher, Esq., and Ava L. Schoen, Esq.,
at Tonkon Torp LLP, in Portland, Oregon.  Edward Hostmann has been
tapped as chief restructuring officer, and The Food Partners, LLC,
serves as the Debtor's financial advisor.  Kieckhafer Schiffer &
Company LLP serves as advisors and consultants to communicate with
lenders, brokers, attorneys and other professionals.  Henderson
Bennington Moshofsky, P.C., serves as accountants.  Watkinson
Laird Rubenstein Baldwin & Burgess PC serves as labor counsel.
The Debtor hired Great American Group, LLC, to conduct store
closing sales.  Kurtzman Carson Consultants is the Debtor's
noticing agent.

An Official Committee of Unsecured Creditors appointed in the
Debtor's case has retained Scott L. Hazan, Esq., David M. Posner,
Esq., and Jenette A. Barrow-Bosshart, Esq., at Otterbourg P.C. as
lead co-counsel, and Tara J. Schleicher, Esq., at Farleigh Wada
Witt as local co-counsel; and Protiviti, Inc. as financial
consultant.

C&K Market has filed a Chapter 11 plan and accompanying disclosure
statement dated Jan. 31, 2014, which provide that each holder of
an allowed general unsecured claim will receive one share of
common stock of the reorganized debtor in exchange for each $10 of
the holder's allowed general unsecured claim and a subscription
right in the event the Debtor elects to consummate a rights
offering.  The Plan provides for the payment in full on the
Effective Date of all Allowed Administrative Expense Claims,
Priority Tax Claims, Other Priority Claims and the Allowed Secured
Claim of U.S. Bank.  The Plan provides for the payment in full
over time, with interest, of all other Secured Claims.  In
general, Secured Creditors with personal property collateral will
be paid in 60 equal amortizing payments, with interest at 5%, and
Secured Creditors with real property collateral will be paid in 84
equal amortizing payments with interest at 5% based on a 25-year
amortization with a balloon payment in seven years.


C & K MARKET: Big Rock Approved to Sell Oregon Properties
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon authorized
C & K Market, Inc. to employ Big Rock, Inc., dba Century 21 Agate
Realty, as real estate broker to assist the Debtor in selling its
real property located at:

   (a) 922 Chetco Ave., Brookings, OR 97415;
   (b) 924 and 926 Chetco Ave., Brookings, OR 97415; and
   (c) 625 Fifth St., Brookings, OR 97415

As reported in the Troubled Company Reporter on Feb. 12, 2014,
with respect to each Property, the Debtor seeks to compensate Big
Rock at a commission rate of 5% of the gross sale price of the
Property, with the commission to be paid directly out of the
proceeds from the sale of the Property without the need for a fee
application.

Skip Watwood, broker of Big Rock, assured the Bankruptcy 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 Debtor and its estates.

Big Rock can be reached at:

       Skip Watwood
       BIG ROCK, INC.
       615 Fifth Street
       Brookings, OR 97415
       Tel: (541) 469-2143
       Fax: (541) 469-3113

                         About C&K Market

C&K Market Inc., a 57 year-old grocery store chain, sought
bankruptcy protection from creditors with a plan to sell or close
some of its stores, on Nov. 19, 2013 (Bankr. D. Ore. Case No.
13-64561).  The case is assigned to Judge Frank R. Alley, III.

C&K Market scheduled $157,696,921 in total assets and $101,604,234
in total liabilities.

The Debtor is represented by Albert N. Kennedy, Esq., Timothy J.
Conway, Esq., Michael W. Fletcher, Esq., and Ava L. Schoen, Esq.,
at Tonkon Torp LLP, in Portland, Oregon.  Edward Hostmann has been
tapped as chief restructuring officer, and The Food Partners, LLC,
serves as the Debtor's financial advisor.  Kieckhafer Schiffer &
Company LLP serves as advisors and consultants to communicate with
lenders, brokers, attorneys and other professionals.  Henderson
Bennington Moshofsky, P.C., serves as accountants.  Watkinson
Laird Rubenstein Baldwin & Burgess PC serves as labor counsel.
The Debtor hired Great American Group, LLC, to conduct store
closing sales.  Kurtzman Carson Consultants is the Debtor's
noticing agent.

An Official Committee of Unsecured Creditors appointed in the
Debtor's case has retained Scott L. Hazan, Esq., David M. Posner,
Esq., and Jenette A. Barrow-Bosshart, Esq., at Otterbourg P.C. as
lead co-counsel, and Tara J. Schleicher, Esq., at Farleigh Wada
Witt as local co-counsel; and Protiviti, Inc. as financial
consultant.

C&K Market has filed a Chapter 11 plan and accompanying disclosure
statement dated Jan. 31, 2014, which provide that each holder of
an allowed general unsecured claim will receive one share of
common stock of the reorganized debtor in exchange for each $10 of
the holder's allowed general unsecured claim and a subscription
right in the event the Debtor elects to consummate a rights
offering.  The Plan provides for the payment in full on the
Effective Date of all Allowed Administrative Expense Claims,
Priority Tax Claims, Other Priority Claims and the Allowed Secured
Claim of U.S. Bank.  The Plan provides for the payment in full
over time, with interest, of all other Secured Claims.  In
general, Secured Creditors with personal property collateral will
be paid in 60 equal amortizing payments, with interest at 5%, and
Secured Creditors with real property collateral will be paid in 84
equal amortizing payments with interest at 5% based on a 25-year
amortization with a balloon payment in seven years.


C & K MARKET: Court Okays Menlo Management as Leasing Agent
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon authorized
C & K Market Inc. to employ Menlo Management Company as leasing
agent.

As reported in the Troubled Company Reporter on Feb. 12, 2014, the
Debtor said it requires Menlo Management to:

   (a) take all reasonable steps to collect and enforce the
       collection of, all rentals and other charges due Debtor
       from tenants of the property in accordance with the terms
       of its tenancy;

   (b) from gross revenues collected from the property:

       -- pay all operating expenses and such other expenses
          as may be authorized by the Debtor;

       -- pay to any lenders designated by the Debtor all sums,
          which may become due on loans affecting the property.

   (c) pay real property taxes and other taxes levied and
       assessed against the property.

   (d) do everything reasonably necessary for the proper
       management of the property, including periodic inspections,
       the supervision of maintenance and arranging for such
       improvements, alterations and repairs as may be required by
       the Debtor.  No improvements, alterations or repair work
       costing more than $1,000 shall be made by Menlo Management
       without Debtor's prior authorization.  However, in case of
       an emergency, which requires immediate repairs or
       alterations, if Debtor is not readily available for
       consultation, Menlo Management shall use its own discretion
       regarding same;

   (e) to negotiate and sign leases and month-to-month tenancies
       with existing and prospective tenants.  Lease terms for all
       tenants to be approved by the Debtor;

   (f) hire, supervise and terminate on behalf of the Debtor all
       independent contractors and employees, handle payroll and
       withholding tax, if any, reasonably required in the
       operation of said property;

   (g) handle all tenant requests and negotiations in that regard
       that may arise from time to time;

   (h) inasmuch as Menlo Management is not authorized to practice
       law, where legal assistance is needed for such matters as
       enforcing and collection of rent or eviction of a tenant,
       such action shall be through counsel designated or approved
       by the Debtor.  The expenses for such counsel shall be
       borne by Debtor;

   (i) maintain accurate records of all monies received and
       disbursed in connection with its management of the property
       and said records shall be open for inspection by Debtor at
       all reasonable times.  Menlo Management shall also render
       to Debtor a monthly statement showing all receipts and
       disbursements; and

   (j) after deducting all authorized expenses and reserves
       relating to the operation and management of the property,
       the net amount of all funds collected for Debtor's account
       shall be paid no less frequently than once a month.

The Debtor will pay Menlo Management a property management
services fee of $36,000 per year, to be paid monthly.

Menlo Management will also receive leasing and renting
commissions, the greater of either (a) 5% of the gross rental
revenues generated during the first five years of the lease plus
2.5% of the gross rental revenues generated by subsequent years
under the lease, or (b) $4 per square foot of leased space.

Half rates for lease renewals, lease extensions/renewal options
exercised and leases of fewer than three years in length.

For month-to-month renting agreements, Menlo Management will
receive the first month's rent for each twelve months period of
such tenancy.

Robert Gould, president of Menlo Management, 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.

Menlo Management can be reached at:

       Robert Gould
       MENLO MANAGEMENT COMPANY
       750 Menlo Avenue, Suite#250
       Menlo Park, CA 94025
       Tel: 650-327-7137

                         About C&K Market

C&K Market Inc., a 57 year-old grocery store chain, sought
bankruptcy protection from creditors with a plan to sell or close
some of its stores, on Nov. 19, 2013 (Bankr. D. Ore. Case No.
13-64561).  The case is assigned to Judge Frank R. Alley, III.

C&K Market scheduled $157,696,921 in total assets and $101,604,234
in total liabilities.

The Debtor is represented by Albert N. Kennedy, Esq., Timothy J.
Conway, Esq., Michael W. Fletcher, Esq., and Ava L. Schoen, Esq.,
at Tonkon Torp LLP, in Portland, Oregon.  Edward Hostmann has been
tapped as chief restructuring officer, and The Food Partners, LLC,
serves as the Debtor's financial advisor.  Kieckhafer Schiffer &
Company LLP serves as advisors and consultants to communicate with
lenders, brokers, attorneys and other professionals.  Henderson
Bennington Moshofsky, P.C., serves as accountants.  Watkinson
Laird Rubenstein Baldwin & Burgess PC serves as labor counsel.
The Debtor hired Great American Group, LLC, to conduct store
closing sales.  Kurtzman Carson Consultants is the Debtor's
noticing agent.

An Official Committee of Unsecured Creditors appointed in the
Debtor's case has retained Scott L. Hazan, Esq., David M. Posner,
Esq., and Jenette A. Barrow-Bosshart, Esq., at Otterbourg P.C. as
lead co-counsel, and Tara J. Schleicher, Esq., at Farleigh Wada
Witt as local co-counsel; and Protiviti, Inc. as financial
consultant.

C&K Market has filed a Chapter 11 plan and accompanying disclosure
statement dated Jan. 31, 2014, which provide that each holder of
an allowed general unsecured claim will receive one share of
common stock of the reorganized debtor in exchange for each $10 of
the holder's allowed general unsecured claim and a subscription
right in the event the Debtor elects to consummate a rights
offering.  The Plan provides for the payment in full on the
Effective Date of all Allowed Administrative Expense Claims,
Priority Tax Claims, Other Priority Claims and the Allowed Secured
Claim of U.S. Bank.  The Plan provides for the payment in full
over time, with interest, of all other Secured Claims.  In
general, Secured Creditors with personal property collateral will
be paid in 60 equal amortizing payments, with interest at 5%, and
Secured Creditors with real property collateral will be paid in 84
equal amortizing payments with interest at 5% based on a 25-year
amortization with a balloon payment in seven years.


C & K MARKET: Kurtzman Carson Approved as Noticing Agent
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon authorized
C&K Market, Inc., to employ Kurtzman Carson Consultants as
noticing agent, effective Feb. 3, 2014.

As reported in the Troubled Company Reporter on Feb. 24, 2014,
the Debtor requires Kurtzman Carson to:

   (a) provide noticing and document management services
       including:

       - serving notices to parties in interest as the Debtor or
         The court may deem necessary or appropriate; and

       - within five business days after service of a particular
         notice, filing with the Clerk's office a certificate or
         affidavit of service that includes (a) a copy of the
         notice served; (b) an alphabetical list of persons on
         whom the notice was served, along with their address; and
         (c) the date and manner of service;

   (b) print, mail and tabulate ballots for purposes of plan
       Voting; and

   (c) provide such other and further technical and document
       management services of a similar nature requested by the
       Debtor or the Clerk's office in accordance with the
       Kurtzman Carson Agreement.

Kurtzman Carson will be paid at these hourly rates:

       Executive Vice President                Waived
       Director/Senior Managing Consultant     $180
       Consultant/Senior Consultant            $75-$165
       Technology/Programming Consultant       $65-$120
       Project Specialist                      $55-$100
       Clerical                                $30-$50

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

Kurtzman Carson can be reached at:

       KURTZMAN CARSON CONSULTANTS LLC
       2335 Alaska Avenue
       El Segundo, CA 90245
       Tel: (310) 823-9000
       Fax: (310) 823-9133
       E-mail: dfoster@kccllc.com

                         About C&K Market

C&K Market Inc., a 57 year-old grocery store chain, sought
bankruptcy protection from creditors with a plan to sell or close
some of its stores, on Nov. 19, 2013 (Bankr. D. Ore. Case No.
13-64561).  The case is assigned to Judge Frank R. Alley, III.

C&K Market scheduled $157,696,921 in total assets and $101,604,234
in total liabilities.

The Debtor is represented by Albert N. Kennedy, Esq., Timothy J.
Conway, Esq., Michael W. Fletcher, Esq., and Ava L. Schoen, Esq.,
at Tonkon Torp LLP, in Portland, Oregon.  Edward Hostmann has been
tapped as chief restructuring officer, and The Food Partners, LLC,
serves as the Debtor's financial advisor.  Kieckhafer Schiffer &
Company LLP serves as advisors and consultants to communicate with
lenders, brokers, attorneys and other professionals.  Henderson
Bennington Moshofsky, P.C., serves as accountants.  Watkinson
Laird Rubenstein Baldwin & Burgess PC serves as labor counsel.
The Debtor hired Great American Group, LLC, to conduct store
closing sales.  Kurtzman Carson Consultants is the Debtor's
noticing agent.

An Official Committee of Unsecured Creditors appointed in the
Debtor's case has retained Scott L. Hazan, Esq., David M. Posner,
Esq., and Jenette A. Barrow-Bosshart, Esq., at Otterbourg P.C. as
lead co-counsel, and Tara J. Schleicher, Esq., at Farleigh Wada
Witt as local co-counsel; and Protiviti, Inc. as financial
consultant.

C&K Market has filed a Chapter 11 plan and accompanying disclosure
statement dated Jan. 31, 2014, which provide that each holder of
an allowed general unsecured claim will receive one share of
common stock of the reorganized debtor in exchange for each $10 of
the holder's allowed general unsecured claim and a subscription
right in the event the Debtor elects to consummate a rights
offering.  The Plan provides for the payment in full on the
Effective Date of all Allowed Administrative Expense Claims,
Priority Tax Claims, Other Priority Claims and the Allowed Secured
Claim of U.S. Bank.  The Plan provides for the payment in full
over time, with interest, of all other Secured Claims.  In
general, Secured Creditors with personal property collateral will
be paid in 60 equal amortizing payments, with interest at 5%, and
Secured Creditors with real property collateral will be paid in 84
equal amortizing payments with interest at 5% based on a 25-year
amortization with a balloon payment in seven years.


CENGAGE LEARNING: S&P Assigns Prelim. 'B' CCR; Outlook Stable
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned Cengage Learning
Holdings II Inc. a 'B' preliminary corporate credit rating.  The
outlook is stable.

At the same time, S&P assigned subsidiary Cengage Learning
Acquisitions Inc.'s proposed $1.75 billion first-lien term loan
due 2020 a 'B+' preliminary issue-level rating, with a preliminary
recovery rating of '2', indicating S&P's expectation for
substantial (70%-90%) recovery of principal in the event of a
payment default.

S&P expects to assign the reorganized company its 'B' corporate
credit rating with a stable outlook upon its emergence from
bankruptcy protection.  The company has indicated that it expects
to emerge from bankruptcy within the next few weeks.

The preliminary issue-level ratings and expected 'B' corporate
credit rating are subject to Cengage's timely emergence from
bankruptcy and consummation of its plan of reorganization in
keeping with S&P's expectations, including its proposed exit
financing.

The rating reflects the U.S. Bankruptcy Court for the Eastern
District of New York's recent confirmation of Cengage's plan of
reorganization under Chapter 11 of the U.S. Bankruptcy Code.

S&P views the company's business risk profile as "weak."  This
assessment reflects market share declines for the company's core
U.S. higher education publishing business. Cengage, the second
largest U.S. college textbook publisher, lacks the breadth and
financial resources of Pearson PLC, the market leader, who has a
commanding position in digital learning solutions.  Cengage, along
with the rest of the industry, has faced challenges from the
growth of the rental textbook market and online used book
retailers, which has increased the availability of discounted used
books.  Cengage's sales to for-profit educational institutions
also are declining, because these buyers are experiencing
enrollment pressures as a result of tighter regulation of
marketing practices.  In addition, state and local government
funding pressures are impairing the company's library reference
and school publishing businesses.  The company is implementing
cost saving measures, but S&P believes there is a risk that
performance could deteriorate if the company does not revive
revenue growth and create a meaningful digital revenue stream
through the successful introduction of new products.

"We assess the company's financial risk profile as "highly
leveraged."  Pro forma leverage reflects the $4 billion or about
70% reduction in debt from $5.8 billion under the prepetition
capital structure.  Pro forma Dec. 31, 2013, lease-adjusted debt
to EBITDA (after amortization of prepublication costs) declines to
4.8x from roughly 12x.  Although leverage is below the indicative
debt-to-EBITDA financial risk ratio range of 5x or above, which
characterizes a "highly leveraged" financial risk profile based on
our criteria, we believe the possibility of declining operating
performance could result in increased leverage over the
intermediate term, despite the company's intention to devote the
majority of discretionary cash flow to reduce debt," S&P said.


CITI BIKE: Needing Millions of Dollars, Looks for Help
------------------------------------------------------
Laura Kusisto, Eliot Brown and Andrew Tangel, writing for The Wall
Street Journal, reported that leaders of Citi Bike are moving
quickly to raise tens of millions of dollars to rescue the popular
bike-share program as it loses money, according to people familiar
with the matter.

According to the report, Citi Bike's bright blue bicycles have
become a seemingly indispensable part of some city neighborhoods,
but its managers don't believe it can survive if it doesn't become
more appealing to tourists and expand to new neighborhoods, the
people familiar with the matter said.

The program's leaders have approached officials in Mayor Bill de
Blasio's administration about raising Citi Bike's rates, the
people said, the report related.

Earlier this month, Polly Trottenberg, the city's new
transportation commissioner, said the bike-share program faced "a
number of financial and operational challenges," though she didn't
detail them, the report further related.

"We are working as diligently as we can to help the company
resolve them and strengthen the program going forward," she said
March 6 during an appearance before the City Council's
transportation committee, the report cited.


CLUB AT SHENANDOAH: Selling Property to Follettusa for $15MM
------------------------------------------------------------
The Club at Shenandoah Springs Village, Inc., filed on March 11,
2014, seeks an order authorizing the sale of all assets of the
estate free and clear of liens, claims and interests; confirming
the sale to a third party; determining that buyer is a good faith
purchaser; and authorizing assumption and assignment of unexpired
executor contracts.

The Debtor owns and operates a sprawling and thriving retirement
community in Thousand Palms, California, which is populated by
1,816 homeowners.

The Debtor states that it has entered into a purchase and sale
agreement with Follettusa, Inc., a Delaware Corporation, Laguna
Lakeside LLC, a California Limited Liability Company, Granite Bay
Tartan West LLC, a Delaware Limited Liability company.

The purchase agreement provides that the Buyer shall pay the
amount of $15,000,000, cash, less a $850,000 hold-back to be used
exclusively by the Buyer for improvements and repairs to be made
to the Property.  The Debtor states that the purchased assets are
being sold on an "as is" "where is" basis, with no warranties,
recourse, contingencies or representations of any kind, except as
may be provided in the Purchase Agreement.

The Debtor states in support of its motion that the sale is in the
best interest of the Debtor's estate because there is a sound
business justification for the sale. Further, the Debtor asserts
that there is adequate notice of the proposed sale because the
sale price is fair and reasonable and was also negotiated in good
faith. In addition, the Debtor asserts that the sale should be
approved free and clear of liens, claims and interests because it
intends to pay all filed claims. Moreover, the Debtor states the
Court should authorize the assumption and assignment of contracts
because there is a legitimate justification for it. Lastly, the
Debtor asserts that the Court should waive the 14-day prescribed
by Fed.R.Bankr.P. Rule 6004(h) because it will expedite the
consummation of the sale.

The Bankruptcy Court for the Central District of California,
Riverside Division set a hearing for April 22, 2014, at 2:00 p.m.
at Crtrm 303, 3420 Twelfth St., Riverside, CA 92501. The Honorable
Mark D. Houle will be presiding over the case.

           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.


COLEMAN CABLE: S&P Raises Then Withdraws Corp. Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Coleman Cable to 'BB' from 'B+'.  This action
follows the completion of Southwire Co.'s acquisition of Coleman
on Feb. 11, 2014, and aligns S&P's rating on Coleman with that of
parent Southwire.  The rating outlook is stable.  In addition, S&P
removed all of the ratings from CreditWatch with developing
implications, where they were placed on Dec. 20, 2013, following
the announcement of the planned acquisition.

Subsequent to this action, S&P withdrew the corporate credit
rating and all issue-level ratings on Coleman as requested by the
company.


COLOR STAR: Court Approves Munsch Hardt as Panel's Attorneys
------------------------------------------------------------
The Hon. Brenda T. Rhoades of the U.S. Bankruptcy Court for the
Eastern District of Texas authorized the Official Committee of
Unsecured Creditors of Color Star Growers of Colorado, Inc. and
its debtor-affiliates to retain Munsch Hardt Kopf & Harr, PC as
attorneys to the Committee, effective Jan. 14, 2014.

As reported in the Troubled Company Reporter on Feb. 5, 2014, the
Committee requires Munsch Hardt to:

   (a) assist, advise, and represent the Committee with respect to
       the administration of the Bankruptcy Cases;

   (b) provide all necessary legal advice with respect to the
       Committee's powers and duties;

   (c) assist the Committee in working to maximize the value of
       the Debtors' assets for the benefit of the Debtors'
       unsecured creditors;

   (d) assist the Committee with respect to evaluating and
       negotiating a plan of reorganization or a plan of
       liquidation and, if necessary, either challenging or
       supporting as appropriate, the confirmation of a plan and
       the approval of an associated disclosure statement;

   (e) conduct any investigation, as the Committee deems
       appropriate, concerning, among other things, the assets,
       liabilities, financial condition and operating issues of
       the Debtors;

   (f) commence and prosecute any and all necessary and
       appropriate actions and proceedings on behalf of the
       Committee in the Bankruptcy Cases;

   (g) prepare, on behalf of the Committee, necessary
       applications, pleadings, motions, answers, orders, reports
       and other legal papers;

   (h) communicate with the Committee's constituents and others as
       the Committee may consider necessary or desirable in
       furtherance of its responsibilities;

   (i) appear in Court and representing the interests of the
       Committee; and

   (j) perform all other legal services for the Committee which
       are appropriate, necessary and proper in connection with
       the Bankruptcy Cases.

Munsch Hardt will be paid at these hourly rates:

       Raymond J. Urbanik, Shareholder        $475
       Deborah M. Perry, Shareholder          $400
       Thomas Berghman, Associate             $240
       Isaac J. Brown, Associate              $225
       Audrey Monlezun, Paralegal             $200
       Shareholders                         $325-$695
       Associates                           $200-$365
       Paralegals                           $160-$260

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

Raymond J. Urbanik, shareholder of Munsch Hardt, 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.

Munsch Hardt can be reached at:

       Raymond J. Urbanik, Esq.
       MUNSCH HARDT KOPF & HARR, PC
       500 N. Akard Street, Suite 3800
       Dallas, TX 75201
       Tel: (214) 855-7590
       Fax: (214) 978-4374.
       E-mail: rurbanik@munsch.com

                        About Color Star

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

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

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

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


CONCORD ROAD: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Concord Road LLC
        327 W. Cedar St.
        Kennett Square, PA 19348

Case No.: 14-12097

Chapter 11 Petition Date: March 20, 2014

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Hon. Bruce I. Fox

Debtor's Counsel: John A. Gagliardi, Esq.
                  WETZEL GAGLIARDI & FETTER LLC
                  101 E. Evans Street
                  Walnut Building - Suite A
                  West Chester, PA 19380
                  Tel: (484) 887-0779
                  Fax: (484) 887-8763
                  Email: jgagliardi@wgflaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Gary W. Regester, managing member.

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


CONSTAR INT'L: Wants Name Changed to Capsule International
----------------------------------------------------------
Constar International Holdings LLC, et al., will appear at a
hearing on March 25, 2014 at 10:00 a.m. (ET), to seek approval of
their request to amend the case caption in view of the sale of
their assets in the U.S. and U.K.

Constar International Holdings LLC proposes to change its name to
Capsule International Holdings LLC.  The other debtors will bear
the names: Capsule Group Holdings, Inc.; Capsule Intermediate
Holdings, Inc.; Capsule Group, Inc.; Capsule International LLC;
Capsule DE I, Inc.; Capsule DE II, Inc.; Capsule PA, Inc.; Capsule
Foreign Holdings, Inc.; and Capsule International U.K. Limited
(Foreign).

The Bankruptcy Court on Feb. 10 approved the sale of the Debtors'
U.S. Assets to Plastipak Packaging, Inc.; and the U.K. Assets to
Sherburn Acquisition Limited.  The Sherburn deal closed on Feb. 14
and the Plastipak deal on Feb. 27.  The Debtors are required to
change their corporate trade names pursuant to the asset purchase
agreements.

Meanwhile, at the Debtors' behest, the Court extended until the
earlier of Feb. 27, or the date of closing of the Plastipak deal,
the maturity dates under the DIP facilities with Wells Fargo
Capital Finance, LLC, in its capacity as agent; and with Black
Diamond Commercial Finance, L.L.C., as agent.  The DIP credit
facility with Wells Fargo and the DIP Note Purchase Facility with
Black Diamond were originally slated to mature Feb. 17.

                    About Constar International

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

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

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

Judge Christopher S. Sontchi oversees the 2013 case.

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

Attorneys at Brown Rudnick LLP represent the official committee of
unsecured creditors.  The Committee retained Alvarez & Marsal
North America LLC as its financial advisor.

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

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

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

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

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


CONSTAR INT'L: Can Hire BDO USA as Tax Service Provider
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Constar International Holdings LLC, et al. to employ BDO USA LLP
as tax services provider.

As reported in the Troubled Company Reporter on Feb. 26, 2014,
James M. Lewis, Esq., partner at BDO USA, filed an affidavit with
the Bankruptcy Court, stating that BDO will:

   a) prepare the 2013 tax returns for the entities; and

   b) provide any additional tax services for the Debtors pursuant
      to an addendum to the engagement letter.

Mr. Lewis said that the base fee for tax return preparation
services is $85,000, which includes the preparation of tax returns
and entities.  If additional tax returns are required, BDO USA
will charge the debtors an additional $2,500, for each federal pro
forma 1120 return, $1,000 for each additional unitary state
return, and $1,000 for each non-unitary state return.

The hourly rates of the firm's personnel are:

         Partner                               $600
         Senior Director/Director           $460 - $500
         Senior Manager/Manager             $325 - $450
         Senior Associate                   $215 - $300
         Associate/Staff                    $100 - $185

Mr. Lewis assured the Court that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                    About Constar International

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

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

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

Judge Christopher S. Sontchi oversees the 2013 case.

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

Attorneys at Brown Rudnick LLP represent the official committee of
unsecured creditors.  The Committee retained Alvarez & Marsal
North America LLC as its financial advisor.

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

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

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

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

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


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

As reported in the Troubled Company Reporter on March 13, 2014,
the Committee said it requires Brown Rudnick to:

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

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

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

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

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

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

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

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

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

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

Brown Rudnick will be paid at these hourly rates:

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

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

H. Jeffrey Schwartz, member of Brown Rudnick, assured the Court
that the firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code and does not represent
any interest adverse to the Debtors and their estates.

Brown Rudnick can be reached at:

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

                    About Constar International

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

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

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

Judge Christopher S. Sontchi oversees the 2013 case.

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

Attorneys at Brown Rudnick LLP represent the official committee of
unsecured creditors.  The Committee retained Alvarez & Marsal
North America LLC as its financial advisor.

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

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

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

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

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


CONSTAR INT'L: Files Amended Schedules of Assets and Liabilities
----------------------------------------------------------------
Constar International Holdings LLC has filed with the U.S.
Bankruptcy Court for the District of Delaware its amended
schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property               $45,748
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                        $0
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                                $0
                                 -----------      -----------
        TOTAL                        $45,748               $0

A copy of the Debtor's amended schedules is available for free at:

                        http://is.gd/yUVk5i

                    About Constar International

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

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

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

Judge Christopher S. Sontchi oversees the 2013 case.

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

Attorneys at Brown Rudnick LLP represent the official committee of
unsecured creditors.  The Committee retained Alvarez & Marsal
North America LLC as its financial advisor.

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

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

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

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

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


COOPER-STANDARD HOLDINGS: S&P Revises Rating Outlook to Stable
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its rating
outlook on Novi, Mich.-based Cooper-Standard Holdings Inc.
(Cooper-Standard) to stable from negative and affirmed its ratings
on the company, including the 'BB-' corporate credit rating.  At
the same time, S&P assigned its 'BB-' issue rating and '3'
recovery rating to the company's proposed $725 million senior
secured term loan B due 2021.  The '3' recovery rating reflects
S&P's expectation for meaningful recovery (50%-70%) in the event
of a payment default.

Cooper-Standard plans to use the proceeds from the proposed term
loan to repay its $200 million senior unsecured payment-in-kind
(PIK) notes and Cooper-Standard Automotive Inc.'s $450 million
unsecured notes due 2018.  Upon repayment, S&P expects to withdraw
its ratings on of these obligations.  Cooper-Standard Automotive
is a Cooper-Standard subsidiary.

The rating on Cooper-Standard reflects the company's "weak"
business risk profile and "significant" financial risk profile
assessments.  Cooper-Standard is a Tier 1 supplier to the global
automotive light-vehicle market and manufacturer of sealing and
trim systems products (51% of 2013 sales), fuel and brake delivery
systems products (23%), and fluid transfer systems products (13%).
The "weak" business risk profile assessment reflects the risks
arising from the company's exposure to the highly competitive,
price-sensitive, highly capital intensive, and cyclical light
vehicle market.  The "significant" financial risk profile
assessment is based on S&P's view that Cooper Standard's average
profitability will result in slightly positive free cash flow and
improving credit measures in 2014.  The company has made concerted
efforts to lower its cost base in Western Europe by shifting
capacity into Eastern Europe, and it has an increasing amount of
business that will launch in 2014 and beyond.

The outlook is stable.  "We expect Cooper-Standard to continue
generating solid earnings, with average EBITDA margin near 10%,"
said Standard & Poor's credit analyst Nancy Messer.  "We also
expect positive FFO and slightly positive FOCF, although FOCF
tends to fluctuate because of working capital requirements that
depend on production schedules."  S&P believes Cooper-Standard can
maintain credit metrics consistent with a significant financial
risk profile including debt leverage of 3x to 4x, positive FOCF,
and FFO to debt in the 20%-30% range.

Although unlikely, S&P could raise the rating during the next two
years.  This could occur if S&P revised its financial profile
assessment to "intermediate" from "significant" because S&P
believes the company could achieve and maintain credit metrics
equal to or better than debt leverage of 3x and FOCF to debt of
15% to 25%.  However, S&P believes that high capital spending
requirements and possible modest-size acquisitions will restrain
FOCF from reaching the level for an upgrade in the next two years.
Alternatively, S&P could raise the rating if it views the
company's business risk profile as "fair" instead of "weak" due to
an improvement in the company's profitability and competitive
position.  However, the company faces exposure to cyclical and
highly competitive end markets, with potential swings in
profitability, that currently constrain S&P's business risk
assessment.

"We could lower the rating if we believe global economies, in
aggregate, will not expand during the next two years, preventing
Cooper-Standard's profits, cash flow, and leverage from reaching
our expectations.  Our focus will be free operating cash flow
(based on our adjustments), which we expect to be slightly
positive in 2014 and 2015. If FOCF were to turn negative in 2014
and we believed this trend would continue for a sustained period,
we could lower the rating.  Alternatively, we could lower the
rating if the company makes a transforming acquisition or uses a
material amount of cash to fund shareholder-friendly actions," S&P
noted.


COUDERT BROTHERS: Battles With Dechert Over Client Data
-------------------------------------------------------
Law360 reported that a New York judge told attorneys for Dechert
LLP and the bankruptcy administrator for the Coudert Brothers LLP
to submit orders outlining what documents fall under the blanket
of client confidentiality in their dispute over Dechert's takeover
of Coudert's Paris office.

According to the report, the lawyers argued in Manhattan federal
court before U.S. Magistrate Judge Michael H. Dolinger over
discovery issues surrounding their quarrel over bankruptcy
administrator Development Specialists Inc.'s fraudulent transfer
claims against Dechert -- which hired former Coudert partners when
the firm went under.

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

                      About Coudert Brothers

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

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


DEERFIELD RETIREMENT: Emerges From Prepackaged Ch. 11
-----------------------------------------------------
Deerfield Retirement Community, Inc., notified the U.S. Bankruptcy
Court for the Southern District of Iowa that on March 14, 2014,
the "effective date" occurred with respect to the Prepackaged Plan
of Reorganization, which was confirmed on March 7.

The Debtor's prepackaged plan, which will return 69 cents on the
dollar to bondholders owed $40 million, was negotiated with
Lifespace and holders owning 63% of the outstanding principal
amount of the bonds.

On Nov. 18, 2013, the Debtor distributed its proposed prepackaged
plan of reorganization and disclosure statement to voting
creditors.  Holders of first lien bond claims (98.1%) and
Lifespace voted in favor of the Plan.  All other creditors did not
have their rights altered and were therefore unimpaired under the
Plan.

                        The Prepack Plan

The Debtor on Jan. 10 filed a Chapter 11 petition together with a
prepackaged plan that provides for these terms:

   -- Each holder of the Senior Living Facility Revenue Refunding
Bonds (Deerfield Retirement Community, Inc.) Series 2007A and
Series 2007B Extendable Rate Adjustable Securities issued by the
Iowa Finance Authority will receive its pro rata share of (i)
$23,736,500 of Senior Living Facility Revenue Bonds (Deerfield
Retirement Community, Inc.) Series 2014A issued by the Iowa
Finance Authority ($580 in principal amount of Series 2014A Bonds
per $1,000 in Series 2007 Bonds held) and (ii) $4,452,640 of
Senior Living Facility Subordinate Revenue Bonds (Deerfield
Retirement Community, Inc.) Series 2014B issued by the Iowa
Finance Authority ($108.80 in principal amount of Series 2014B
Subordinate Bonds per $1,000 in Series 2007 Bonds held).  Holders
of First Lien Bond Claims have a projected recovery of 69%.

   -- Lifespace Communities will receive $1,000 of the Series
2014C Bonds in exchange for each $1,000 of principal amount its
first lien claims.  Lifespace will have a recovery of 95% on
account of its $2,755,372 claim.

   -- Lifespace, in exchange for the cancellation of approximately
$18,500,000 in unsecured obligations owing by Deerfield, will (i)
have the existing management agreement assumed as modified, (ii)
retain its approximately $300,000 claim to a resident refund and
(iii) retain its "member" status in Deerfield.  Lifespace has a
projected recovery of 1.5% on account of its unsecured claims.

   -- All allowed claims of other creditors, including unsecured
creditors and the residents, will be paid in full in accordance
with their normal terms and such claim holders shall otherwise
retain all of their rights against Deerfield.  These claimants
will have a recovery of 100%.

Bill Rochelle, the bankruptcy columnist for Bloomberg News, noted
that the Deerfield Retirement was in and out of bankruptcy in
about two months, having initiated the prepackaged Chapter 11
reorganization on Jan. 10 and obtained confirmation of the plan by
March 7.

               About Deerfield Retirement Community

Deerfield Retirement Community, Inc., a nonprofit that owns a life
care retirement community known as "Deerfield Retirement
Community" located in Urbandale, Iowa.  The facility is comprised
of 32 townhomes and 138 independent living apartments, common
areas, a residential care facility with 24 residential care living
units, and a health center with 30 skilled nursing care beds.
Lifespace Communities, Inc., is the sole member and provides
management services in exchange for a 5% share on revenues.

Deerfield filed a Chapter 11 bankruptcy protection (Bankr. D. Iowa
Case No. 14-00052) in Des Moines, Iowa on Jan. 10, 2014, with a
prepackaged plan that offers to return 69% to bondholders.

In its schedules, the Debtor listed $27.65 million in total assets
and $69.01 million in debt as of the bankruptcy filing.  As of
the Petition Date, secured bonds are outstanding in the principal
amounts of $37,715,000 (Series 2007A Bonds) and $3,210,000 (Series
2007B Bonds).  The Debtor also owes Lifespace Communities, Inc.,
$18.5 million under a subordinated agreement and a support
agreement.

Attorneys at Dorsey & Whitney LLP serve as counsel to the Debtor.
North Shores Consulting Inc. is the financial advisor.


DEERFIELD RETIREMENT: Emerges From Prepackaged Ch. 11
-----------------------------------------------------
Deerfield Retirement Community, Inc., notified the U.S. Bankruptcy
Court for the Southern District of Iowa that on March 14, 2014,
the "effective date" occurred with respect to the Prepackaged Plan
of Reorganization, which was confirmed on March 7.

The Debtor's prepackaged plan, which will return 69 cents on the
dollar to bondholders owed $40 million, was negotiated with
Lifespace and holders owning 63% of the outstanding principal
amount of the bonds.

On Nov. 18, 2013, the Debtor distributed its proposed prepackaged
plan of reorganization and disclosure statement to voting
creditors.  Holders of first lien bond claims (98.1%) and
Lifespace voted in favor of the Plan.  All other creditors did not
have their rights altered and were therefore unimpaired under the
Plan.

                        The Prepack Plan

The Debtor on Jan. 10 filed a Chapter 11 petition together with a
prepackaged plan that provides for these terms:

   -- Each holder of the Senior Living Facility Revenue Refunding
Bonds (Deerfield Retirement Community, Inc.) Series 2007A and
Series 2007B Extendable Rate Adjustable Securities issued by the
Iowa Finance Authority will receive its pro rata share of (i)
$23,736,500 of Senior Living Facility Revenue Bonds (Deerfield
Retirement Community, Inc.) Series 2014A issued by the Iowa
Finance Authority ($580 in principal amount of Series 2014A Bonds
per $1,000 in Series 2007 Bonds held) and (ii) $4,452,640 of
Senior Living Facility Subordinate Revenue Bonds (Deerfield
Retirement Community, Inc.) Series 2014B issued by the Iowa
Finance Authority ($108.80 in principal amount of Series 2014B
Subordinate Bonds per $1,000 in Series 2007 Bonds held).  Holders
of First Lien Bond Claims have a projected recovery of 69%.

   -- Lifespace Communities will receive $1,000 of the Series
2014C Bonds in exchange for each $1,000 of principal amount its
first lien claims.  Lifespace will have a recovery of 95% on
account of its $2,755,372 claim.

   -- Lifespace, in exchange for the cancellation of approximately
$18,500,000 in unsecured obligations owing by Deerfield, will (i)
have the existing management agreement assumed as modified, (ii)
retain its approximately $300,000 claim to a resident refund and
(iii) retain its "member" status in Deerfield.  Lifespace has a
projected recovery of 1.5% on account of its unsecured claims.

   -- All allowed claims of other creditors, including unsecured
creditors and the residents, will be paid in full in accordance
with their normal terms and such claim holders shall otherwise
retain all of their rights against Deerfield.  These claimants
will have a recovery of 100%.

Bill Rochelle, the bankruptcy columnist for Bloomberg News, noted
that the Deerfield Retirement was in and out of bankruptcy in
about two months, having initiated the prepackaged Chapter 11
reorganization on Jan. 10 and obtained confirmation of the plan by
March 7.

               About Deerfield Retirement Community

Deerfield Retirement Community, Inc., a nonprofit that owns a life
care retirement community known as "Deerfield Retirement
Community" located in Urbandale, Iowa.  The facility is comprised
of 32 townhomes and 138 independent living apartments, common
areas, a residential care facility with 24 residential care living
units, and a health center with 30 skilled nursing care beds.
Lifespace Communities, Inc., is the sole member and provides
management services in exchange for a 5% share on revenues.

Deerfield filed a Chapter 11 bankruptcy protection (Bankr. D. Iowa
Case No. 14-00052) in Des Moines, Iowa on Jan. 10, 2014, with a
prepackaged plan that offers to return 69% to bondholders.

In its schedules, the Debtor listed $27.65 million in total assets
and $69.01 million in debt as of the bankruptcy filing.  As of
the Petition Date, secured bonds are outstanding in the principal
amounts of $37,715,000 (Series 2007A Bonds) and $3,210,000 (Series
2007B Bonds).  The Debtor also owes Lifespace Communities, Inc.,
$18.5 million under a subordinated agreement and a support
agreement.

Attorneys at Dorsey & Whitney LLP serve as counsel to the Debtor.
North Shores Consulting Inc. is the financial advisor.


DETROIT, MI: Retiree Committee Will Be Protected Against Suits
--------------------------------------------------------------
Alisa Priddle, writing for The Detroit Free Press, reported that
lawyers for the City of Detroit and a retiree committee have
reached an agreement to protect committee members from potential
lawsuits from retirees unhappy with pension cuts, lawyers said.

According to the report, a a bankruptcy hearing on March 12, a
lawyer for the nine-member retiree committee asked U.S. bankruptcy
Judge Steven Rhodes to force Detroit to pay for a $602,000
insurance policy to cover legal costs for committee members if any
of the 23,500 retirees sue the members individually. Judge Rhodes
had questioned the price, which the city must cover because it is
responsible for the committee's expenses, and noted the money
might be better spent improving emergency services for the city.

Retiree committee lawyer Carole Neville announced an agreement has
been reached but did not want to reveal terms of the settlement
during the hearing, the report related.  Lawyer Heather Lennox,
who represents the city, confirmed there is an agreement that
protects the committee, the report said.

                 About City of Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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


DETROIT, MI: Retirement Systems Balk at Postpetition Financing
--------------------------------------------------------------
The Police and Fire Retirement System of the City of Detroit and
the General Retirement System of the City of Detroit filed with
the Bankruptcy Court a limited objection to the City of Detroit,
Michigan's request to incur postpetition financing.

As reported in the Troubled Company Reporter on March 10, 2014,
Detroit seeks a final order approving the postpetition financing
deal it entered into with Barclays Capital, Inc., as lender.

Barclays has committed to provide a $120 million loan that would
allow Detroit to invest in services and speed its path out of
bankruptcy.  The deal comes after the judge overseeing Detroit's
historic bankruptcy case rejected a $350 million loan that would
have raised $230 million for the city to end interest rate swaps.
Those swaps were used to hedge interest rate risk on some Detroit
pension debt.

In rejecting the $350 million loan, Judge Steven W. Rhodes ruled
that Michigan state law prevented pledging casino tax revenue to
secure the Barclays loan, given how loan proceeds were to be used,
reported Bill Rochelle, the bankruptcy columnist for Bloomberg
News.  Now that the swap-termination agreement will cost only $85
million and can be paid in installments, Detroit no longer needs
to borrow from Barclays to pay off swap liability, Mr. Rochelle
said.  The key change to the structure of the financing as
proposed in the Financing Documents is the collateral securing the
Amended QOL Financing, which will consist of (i) the Pledged
Income Tax Revenues, and (ii) Asset Proceeds Collateral.  The
Collateral, according to papers filed in Court, is less than that
offered by the City to Barclays in connection with the initial
$350 million financing.  Additionally, Asset Proceeds Collateral
expressly excludes assets owned by the City, or assets in which
the City holds an interest, which are held by the Detroit
Institute of Arts.

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

In their objection, the Retirement Systems noted that the Debtor
requested for the approval of the Amended QOL Financing in the
principal amount of $120 million and approve the purchase
agreement, the indenture, the supplemental indenture, the DACA,
and the letter agreement.  The Retirement Systems said that
although the notice filed by the Debtor attaches a black-line of
the proposed order, it does not attach a black-line reflecting any
changes in the purchase agreement, the indenture, the supplemental
indenture, or the DACA.  The Notice does not even attach a term
sheet for the Amended QOL Financing.

Without a term sheet and black-lines of the documents, at a
minimum, the Retirement Systems said they are unable to assess
whether the Amended QOL Financing is, in fact, substantially
similar to that approved by the Court in its Jan. 16, 2014 bench
decision or if the Amended QOL Financing is an entirely new credit
transaction for which the City is required to obtain independent
review and approval under section 364(c) of the Bankruptcy Code.

Moreover, it is unclear whether the $120 million to be obtained
from the Amended QOL Financing will be used for the same purposes
as those articulated in the initial PPF motion.  The Amended QOL
Financing should not be used, for example, to fund the proposed
$85 million settlement with the swap counterparties in lieu of
the QOL Initiatives (and in lieu of the swaps being paid out in
accordance with the terms of the Swap settlement, if approved).

Robert D. Gordon, Esq. -- rgordon@clarkhill.com -- at Clark Hill
PLC represents the Retirement Systems.

                 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.

On Dec. 23, 2013, five unsecured creditors were appointed to the
Official Committee of Unsecured Creditors.  The Committee was
later disbanded at the City's behest.


DEWEY & LEBOEUF: Former Execs Haunted by Damning Emails
-------------------------------------------------------
Law360 reported that in damning emails in which they allegedly
discussed "cooking the books" and "fake income," former executives
of now-defunct Dewey & LeBoeuf LLP handed prosecutors evidence
they needed to charge them with accounting fraud and put
themselves in the difficult position of trying to explain away
their own words, experts say.

According to the report, three of Dewey's former top executives --
Chairman Steven Davis, Chief Financial Officer Joel Sanders and
Executive Director Stephen DiCarmine -- were indicted in New York
state court for allegedly misleading lenders and other lawyers.

                      About Dewey & LeBoeuf

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

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

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

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

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

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

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

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

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

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


DEWEY STRIP: Counsel Neal Wolf Merged With Much Shelist
-------------------------------------------------------
Dewey Strip Holdings LLC and its debtor-affiliates have informed
the U.S. Bankruptcy Court for the District of Delaware that their
counsel, Neal Wolf & Associates LLC, has merged with and into Much
Shelist PC.  The Debtors' counsel's new contact information is:

   MUCH SHELIST, PC
   191 N. Wacker Drive, Suite 1800
   Chicago, IL 60606
   Tel: (312) 521-2000
   Fax: (312) 521-2100
   Email: nwolf@muchshelist.com
          jbenson@muchshelist.com

                      About Dewey Strip

Las Vegas, Nevada-based Dewey Strip Holdings LLC and Las Vegas
North Strip Holdings Syndications Group LLC sought Chapter 11
protection (Bankr. D. Del. Case Nos. 13-11479 and 13-11480) on
June 7, 2013, in Delaware, without stating a reason.

Each debtor, a Single Asset Real Estate as defined in 11 U.S.C.
Sec. 101(51B), estimated at least $10 million in assets and at
least $100 million in liabilities.  In its schedules, Dewey Strip
Holdings disclosed $35,000,000 and $243,573,461 in liabilities as
of the Petition Date.

The petitions were signed by Martin H. Walrath, IV, vice-president
of International Property Syndications, Ltd., as manager and sole
member.

Neal L. Wolf, Esq., Mohsin N. Khambati, Esq., John A. Benson, Jr.,
Esq., Michael R. Wanser, Esq. and Sandy Holstrom, Esq., at Neal
Wolf & Associates, LLC, act as bankruptcy counsel to the Debtors.
In February 2014, Neal Wolf merged with and into Much Shelist PC.
Steven K. Kortanek, Esq., Thomas M. Horan, Esq., and Ericka F.
Johnson, Esq., at Womble Carlyle Sandridge & Rice, LLP, serve as
co-counsel.


DILLARD'S INC: S&P Revises Outlook to Positive & Affirms 'BB+' CCR
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Little
Rock, Ark.-based moderate department store Dillard's Inc. to
positive from stable.  At the same time, S&P affirmed all ratings
on the company, including the 'BB+' corporate credit rating.

"The outlook revision reflects performance over the past year that
was generally in line with our expectations, and our view that the
company will demonstrate further gains over the next 12 to 18
months," said credit analyst David Kuntz.  "Its operating measures
have also exhibited stable and consistent growth, and we forecast
this trend will continue over the next year.  The outlook revision
also incorporates our view that the company will maintain its
conservative financial policies and solid credit protection
measures."

The positive outlook reflects S&P's view that operations will
demonstrate further positive gains over the next 12 to 18 months.
S&P forecasts modest revenue and margin growth as the company
continues to benefit from effective merchandising, good execution,
and expense controls.  In S&P's opinion, the improved performance
will translate to stronger operating measures, which will further
reduce the gap between it and its investment-grade rated peers.
The outlook also incorporates S&P's view that the company will
maintain its solid credit protection measures and very
conservative financial policies.  S&P projects credit measures
will remain in line with current levels and commensurate with a
"modest" financial risk profile over the next 12 to 18 months.

Upside scenario

With a 'BB+' corporate credit rating, any upgrade would move the
rating into investment grade.  As S&P's assessments of the
company's "fair" business risk and "modest" financial risk
profiles are unlikely to change in the next year, S&P believes
further strengthening of its performance and operating measures
could result in a revision of its comparable ratings analysis to
"neutral" from "negative".  Key benchmarks in this assessment
could include sustained EBITDA margins in the low-13% range,
inventory days at or better than current levels, and further
growth of its sales per square foot.  Furthermore, an investment-
grade rating would also be predicated on stable cash flow
generation, conservative financial policies, and credit protection
measures remaining in line with current levels.

Downside scenario

S&P could consider an outlook revision to stable if the company's
performance erodes because of weak apparel sales or increased
promotional activity resulting in lower margins.  Under this
scenario, same-store sales and revenues would turn modestly
negative and EBITDA margins would decline to the low-12% area.
Additionally, if the company were to become more aggressive with
its financial policies S&P could consider revising the outlook to
stable.  Under this scenario, the company would enact debt-funded
share repurchases of more than $1 billion, which would result in
leverage increasing to the upper-1.0x area.


DOLAN CO: Files Bankruptcy to Cut Foreclosure Unit Debt
-------------------------------------------------------
Dawn McCarty and Steven Church, writing for Bloomberg News,
reported that Dolan Co., a provider of legal-support services and
publishing, filed for bankruptcy after agreeing to be taken over
by lenders to cut debt linked to its former mortgage foreclosure-
processing business.

According to the report, the Minneapolis-based company listed debt
of $185.9 million and assets of $236.2 million as of Sept. 30 in a
Chapter 11 petition filed on March 24 in Wilmington, Delaware.

"This reorganization step is necessary to unlock these current
businesses from the weight of debt principally associated with its
previous mortgage foreclosure processing businesses," Kevin
Nystrom, Dolan's chief restructuring officer, said in a March 20
statement, the report cited.

Dolan said it didn't expect its DiscoverReady LLC document-review
unit to join it in bankruptcy, the report related.  All company
services, including those provided by DiscoverReady, will continue
without interruption, according to the statement.

The company's other businesses include Counsel Press, which
provides appellate services, the report further related.  Its
business-information division publishes journals and operates
websites for legal and professional audiences.

Minneapolis, Minn., The Dolan Company (OTC:DOLN) --
http://www.thedolancompany.com/-- provides professional services
and business information to the legal, financial and real estate
sectors.  The Company's Professional Services Division provides
specialized outsourced services to the legal profession primarily
through subsidiaries DiscoverReady LLC and Counsel Press.  Counsel
Press is the nation's largest provider of appellate services to
the legal community.  DiscoverReady LLC provides outsourced
discovery management and document review services to major
companies and law firms.  The Company's Business Information
Division publishes business journals, court and commercial media
and other highly focused information products and services,
operates web sites and produces events for targeted legal and
professional audiences in each of the 19 geographic markets that
it serves across the United States.


DSWC INC: Case Summary & 14 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: DSWC, Inc.
        3275 S. Jones Blvd. #105
        Las Vegas, NV 89146

Case No.: 14-11895

Chapter 11 Petition Date: March 21, 2014

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Hon. August B. Landis

Debtor's Counsel: Matthew C. Zirzow, Esq.
                  LARSON & ZIRZOW, LLC
                  810 S. Casino Center Blvd. #101
                  Las Vegas, NV 89101
                  Tel: 702-382-1170
                  Fax: 702-382-1169
                  Email: mzirzow@lzlawnv.com

Debtors'
Co-counsel:       FLANGAS MCMILLAN LAW GROUP

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Jeff Susa, authorized person.

A list of the Debtor's 14 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nvb14-11895.pdf


DYNASTY DEVELOPMENT: Case Summary & 20 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: Dynasty Development Group, LLC
           aka Paradise Bay Hotel & Casino
        3611 Lindell Road, Suite 201
        Las Vegas, NV 89103

Case No.: 14-11887

Chapter 11 Petition Date: March 20, 2014

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Hon. August B. Landis

Debtor's Counsel: David A. Stephens, Esq.
                  STEPHENS GOURLEY & BYWATER
                  3636 N. Rancho Dr.
                  Las Vegas, NV 89130
                  Tel: (702) 656-2355
                  Fax: (702) 656-2776
                  Email: dstephens@sgblawfirm.com

Total Assets: $3.66 million

Total Liabilities: $373,596

The petition was signed by Eric L. Nelson, manager.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nvb14-11887.pdf


EAGLE BULK: Enters Into Waiver & Forbearance Agreement
------------------------------------------------------
Eagle Bulk Shipping Inc. on March 20 disclosed that it and certain
Lenders under the Fourth Amended and Restated Credit Facility have
entered into a Waiver and Forbearance Agreement, effective March
19, 2014.  Subject to the Company's compliance with certain terms,
conditions and milestones as set forth in the Waiver, the Lenders
have agreed to waive until June 30, 2014, any potential events of
default related to, among other things, non-compliance by the
Company with the leverage ratio or minimum interest coverage ratio
covenants set forth in the Credit Agreement.  Additional details
are provided in an 8-K filing available on the Company's Web site
at http://www.eagleships.com/sec-filing

While Eagle Bulk is continuing discussions with its Lenders as
part of the Waiver, the Company cautioned that there is no
assurance such discussions will result in a comprehensive
resolution.

                     About Eagle Bulk Shipping

Eagle Bulk Shipping Inc. is a Marshall Islands corporation
headquartered in New York.  The Company is a leading global owner
of Supramax dry bulk vessels that range in size from 50,000 to
60,000 deadweight tons and transport a broad range of major and
minor bulk cargoes, including iron ore, coal, grain, cement and
fertilizer, along worldwide shipping routes.


EASTON-BELL SPORTS: Moody's Rates $205MM First Lien Debt 'B2'
-------------------------------------------------------------
Moody's Investors Service revised Easton-Bell Sports, ("Easton-
Bell" or "Easton"), rating outlook to stable from negative due to
its improved liquidity profile following the sale of its
baseball/softball business and the restructuring of its capital
structure. The B2 Corporate Family Rating (CFR) was affirmed.
Moody's assigned a B2 rating to the proposed $205 million 1st lien
senior secured term loan and a Caa1 rating to the proposed $105
million 2nd lien senior secured term loan. Easton-Bell Sports
plans on changing its name to BRG Sports shortly.

Last month, Easton-Bell announced that it had entered into an
agreement with Bauer Performance Sports to sell its
baseball/softball business for $330 million in cash. The proceeds
from the sale, together with the proceeds from the 1st and 2nd
lien term loans, will be used to tender for Easton's $350 million
senior secured notes, tender for the $145 million Holdco notes
held by Easton's parent, repay revolver borrowings, and pay
breakage fees, transaction costs and other miscellaneous fees.
Easton will also enter into a new unrated $150 million asset based
revolving credit facility that will expire in five years. The 1st
lien term loan will mature in seven years and the 2nd lien term
will mature in eight years.

"The affirmation of Easton's B2 CFR reflects its lower leverage
and improved liquidity profile, in spite of losing about a third
of its revenue and about 20% of its EBITDA with the sale of its
baseball/softball business," said Kevin Cassidy, senior credit
officer at Moody's Investors Service. Leverage, defined as
debt/EBITDA, is close to 6 times pro forma versus around 7 times
at September 2013. Despite its lower leverage, Moody's thinks
Easton is weakly positioned in its rating category because of its
small scale, moderate operating performance, soft interest
coverage and longer term risks associated with concussion related
litigation issues.

Interest coverage, measured as EBITA/interest, is adequate at 1.6
times pro forma. "However, we think interest coverage could
decrease about a quarter turn for every 100 basis point increase
in the interest rate," noted Cassidy.

The SGL-3 speculative grade liquidity rating is withdrawn as
Easton will no longer be required to file financial statements
with the SEC after retiring its existing secured notes.

Ratings assigned:

  $205 million 1st lien senior secured term loan due 2021 at B2
  (LGD 4, 50%);

  $105 million 2nd lien senior secured term loan due 2022 at Caa1
  (LGD 5, 85%);

Ratings affirmed:

  Corporate Family Rating at B2;

  Probability of Default Rating at B2-PD;

  Rating affirmed, but will be withdrawn:

  $350 million senior secured notes due December 2016 at B2 (LGD
  4, 51%);

Rating withdrawn:

  Speculative Grade Liquidity Rating at SGL 3

Rating Rationale

Easton's B2 Corporate Family Rating reflects its small scale with
pro forma revenue of roughly $525 million, high leverage with pro
forma debt/EBITDA approaching 6 times, narrow focus in sports
related equipment (primarily football and cycling), highly
competitive market segments, and earnings volatility. Better than
typical credit metrics are needed for the rating category given
Easton's small scale and the discretionary nature of its business.
Potential exposure related to concussion related lawsuits is a
longer-term risk. Supporting the B2 rating is Easton's product
innovation, strong brand names and market position in both retail
stores and among sport teams and athletes, and its diverse
distribution network with limited concentration with any one
customer.

The stable outlook reflects Moody's view that leverage will
steadily decrease through a combination of modest earnings growth
and debt repayment with free cash flow.

The rating could be downgraded if the company's operating
performance significantly weakens and leverage is sustained around
7 times and/or if interest coverage is persistently below 1.5
times. The rating would come under severe pressure if an
unexpected adverse outcome for the concussion related lawsuits is
rendered against Easton (both existing from various NFL players
and potential future claims).

An upgrade is unlikely in the near term given Easton's small scale
and weak credit metrics. Over the longer term, the rating could be
upgraded if earnings and credit metrics significantly improve and
revenue meaningfully increases. Credit metrics needed for an
upgrade are: debt/EBITDA sustained around 4 times and interest
coverage maintained in the neighborhood of 2.5 times. Resolution
to the concussion related lawsuits is also needed for an upgrade
to be considered.

The principal methodologies used in this rating were Global
Consumer Durables published in October 2010, and Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

Headquartered in Van Nuys, California, Easton-Bell Sports, Inc. is
a designer, developer and marketer of branded equipment that
enhances athletic performance and protection and related
accessories for numerous athletic and recreational activities. The
company's proprietary brands include Bell, Riddell, and Giro. Pro
forma revenue for the twelve months ended December 31, 2013,
approximated $535 million. Easton-Bell is partially owned by New
York based private equity firm Fenway Partners. Easton-Bell Sports
plans on changing its name to BRG Sports shortly.


EASTON-BELL SPORTS: S&P Lowers CCR to 'B-' on Still Weak Metrics
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Van Nuys, Calif.-based Easton-Bell Sports Inc. to 'B-'
from 'B'.  The outlook is stable.

At the same time, S&P assigned a 'B-' issue-level rating to
Easton-Bell's proposed $205 million first-lien term loan due 2021,
and a 'CCC' issue-level rating to the proposed $105 million
second-lien loan due 2022.  The recovery rating on the first-lien
term loan is '4', reflecting S&P's expectations for average (30%
to 50%) recovery in the event of payment default.  The recovery
rating on the second-lien term loan is '6', reflecting S&P's
expectations for negligible (0% to 10%) recovery in the event of
payment default.  The company is also seeking a $150 million
asset-based lending (ABL) facility (unrated), which is expected to
be undrawn at close.

The proceeds from these facilities and the asset sale will be used
to retire the $145 million holding company notes (inclusive of
accrued interest), refinance $350 million of senior secured notes
and its existing ABL, and pay transaction fees and expenses.  At
the close of the transaction, Easton-Bell will be renamed BRG
Sports Inc.

S&P will withdraw the ratings on Easton-Bell's existing $350
million 9.75% senior secured notes due 2016, following the full
repayment of these facilities upon the close of the transaction.
Pro forma for the refinancing, approximately $630 million of
adjusted debt will be outstanding, including preferred stock.  The
ratings are subject to review upon final documentation.

"The downgrade incorporates very weak credit metrics that are
relatively unchanged from existing credit metrics, primarily from
the high rate of accretion on the company's payment-in-kind
preferred shares (which we treat as debt for ratio purposes, as
per our criteria) as well as lost EBITDA from the sale of the
company's higher margin baseball and softball business to BPS,"
said credit analyst Stephanie Harter.  "We estimate the company's
pro forma EBITDA will contract by about 25% because it will
consist of fewer brands and product offerings.  The company is
also currently seeking a buyer for its Easton hockey business."

The stable outlook reflects S&P's view that Easton-Bell will
stabilize its operating performance, including some slight margin
improvement from new higher-margin products and expected lower
operating costs in 2014, and maintain adequate liquidity.

Downside scenario

S&P could consider a downgrade if the company's operating
performance deteriorates significantly causing liquidity to become
strained, such that the company could not cover its fixed costs.
S&P estimates this could occur if the company does not improve
EBITDA as projected and/or it continues to sell meaningful assets,
significantly reducing its profitability.

Upside scenario

S&P could consider an upgrade if Easton-Bell improves operating
performance and reduces leverage, resulting in improved
profitability and credit measures, while maintaining adequate
liquidity.


EASTMAN KODAK: Agrees to Pay $52M for 3 NY, NJ Site Cleanups
------------------------------------------------------------
Law360 reported that Eastman Kodak Co. reached two settlements
with the U.S. Department of Justice in New York bankruptcy court
calling for the former photography icon to create environmental
cleanup trusts totalling about $51.75 million for three superfund
sites in New York and New Jersey.

According to the report, the first settlement requires Kodak to
place $49 million in a trust for the U.S. Environmental Protection
Agency to address contamination at the Eastman Business Park in
Rochester, N.Y., which Kodak made its primary photographic product
manufacturing facility in 1981.

                        About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11
petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan.
Subsidiaries outside of the U.S. were not included in the filing
and are expected to continue to operate as usual.

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  Kodak sought bankruptcy
protection amid near-term liquidity issues brought about by
steeper-than-expected declines in Kodak's historically profitable
traditional businesses, and cash flow from the licensing and sale
of intellectual property being delayed due to litigation tactics
employed by a small number of infringing technology companies
with strong balance sheets and an awareness of Kodak's liquidity
challenges.

In recent years, Kodak had been working to transform itself from
a business primarily based on film and consumer photography to a
smaller business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.  Kodak has 8,900 patent and trademark registrations
and applications in the United States, as well as 13,100 foreign
patents and trademark registrations or pending registration in
roughly 160 countries.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.  Kurtzman Carson Consultants LLC is the
claims agent.

The Official Committee of Unsecured Creditors has tapped Milbank,
Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

Michael S. Stamer, Esq., David H. Botter, Esq., and Abid Qureshi,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
Unofficial Second Lien Noteholders Committee.

The Retirees Committee has hired Haskell Slaughter Young &
Rediker, LLC, and Arent Fox, LLC as Co-Counsel; Zolfo Cooper,
LLC, as Bankruptcy Consultants and Financial Advisors; and the
Segal Company, as Actuarial Advisors.

Robert J. Stark, Esq., Andrew Dash, Esq., and Neal A. D'Amato,
Esq., at Brown Rudnick LLP, represent Greywolf Capital Partners
II; Greywolf Capital Overseas Master Fund; Richard Katz, Kenneth
S. Grossman; and Paul Martin.

Kodak completed the $527 million sale of digital-imaging
technology on Feb. 1, 2013.  Kodak intends to reorganize by
focusing on the commercial printing business.

At the end of April 2013, Kodak filed a reorganization plan
offering 85 percent of the stock to holders of the remaining
$375 million in second-lien notes. The other 15 percent is for
unsecured creditors with $2.7 billion in claims and retirees who
have a $635 million claim from the loss of retirement benefits.

U.S. Bankruptcy Judge Allan Gropper confirmed the plan on August
20, 2013.  Kodak and its affiliated debtors officially emerged
from bankruptcy protection on Sept. 3, 2013.

Mark S. Burgess, Matt Doheny, John A. Janitz, George Karfunkel,
Jason New and Derek Smith became members of Kodak's new board of
directors as of Sept. 3, 2013.  Existing directors James V.
Continenza, William G. Parrett and Antonio M. Perez will continue
their service as members of the new board.


ECOTALITY INC: Plan Exclusivity Extended Until April 15
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona has granted
the request of Electric Transportation Engineering Corporation
(d/b/a Ecotality North America), for an extension by 45 days to
file a Chapter 11 Plan through and including April 15, 2014 and to
solicit acceptances of that Plan through and including June 14,
2014.

The order was filed without prejudice to the Debtors' rights to
seek additional extensions of the exclusive periods.

The Debtors asserts that their case involves multiple debtors that
operated in a number of locations across the United States with
more than 1,000 creditors and interested parties on a consolidated
basis.

The Debtors also state that the initial principal focus of these
chapter 11 cases was to sell substantially of the assets through
Court-approved procedures.  On Sept. 19, 2013, the Court entered
an order approving procedures for (a) submitting bids for the
purchase of all or substantially all of the Debtors' assets and
(b) conducting an auction for such assets.  As a result of the
Auction conducted on Oct. 8, 2013, the Debtors, in consultation
with the Creditors' Committee, determined that the highest and
best bids for the sale of substantially all of the Debtors' assets
were submitted by Blink Acquisition, LLC, Access Control Group,
L.L.C. and Intertek Testing Services NA, Inc. for an aggregate
purchase price of $4.335 million, with each such party agreeing to
purchase certain assets associated with the respective business
that such party purchased.

Since the sale of substantially all of the Debtors' assets, the
Debtors and their professional advisors also sought and obtained
approval to sell certain of the Debtors' remaining assets,
including their Fuel Cell Stores business line, certain low-carbon
fuel credits and certain other stipulated assets of de minimis
value.  Furthermore, the Debtors worked diligently in
transitioning their assets to the respective purchasers, which
required a substantial amount of time and effort.

The Debtors state that since filing their first request for
exclusivity extension, they and their advisors have been working
to finalize the terms of a chapter 11 plan. The Debtors originally
contemplated, and had made significant steps towards finalizing, a
proposed joint plan of liquidation, an accompanying disclosure
statement and a proposed liquidating trust agreement. After the
Debtors filed the Initial Exclusivity Motion, however, Blink,
through an informal objection to the Initial Exclusivity Motion,
raised the possibility of proposing a plan of reorganization that
it contended would potentially provide additional value to the
Debtors' unsecured creditors.  The Debtors, in consultation with
counsel to both the Creditors' Committee and Blink, have been
analyzing this possibility but require additional time to
determine whether such a proposed plan of reorganization will
achieve the hoped-for goals and is otherwise appropriate.
Although the parties have not yet completed their evaluation of
the proposed plan of reorganization, the Debtors hope to file and
solicit votes for a proposed plan before the expiration of the
Exclusive Periods. Out of an abundance of caution, however, the
Debtors seek an additional 45-day extension to provide the Debtors
with sufficient amount time to assess all of their options in an
effort to maximize creditor recoveries.

In the Motion, the Debtors state that Courts have developed a list
of several factors to consider in determining whether a debtor has
had an adequate opportunity to negotiate a chapter 11 plan and
thus whether "cause" exists to extend the exclusive periods under
Bankruptcy Code section 1121(d).   The Debtors argued that there
are several factors that demonstrate that "cause" does exist to
extend the exclusivity period.  First, the size and complexity of
these chapter 11 cases warrant.  Second, the Debtors argue that
they need additional time to propose a plan and prepare adequate
information.  Third, the Debtors allege that they are progressing
in good faith towards plan confirmation.  Fourth, the Debtors
assert that they are meeting their postpetition obligations as
they become due.  Fifth, the Debtors state that they have
demonstrated reasonable prospects for filing a viable plan.
Sixth, the Debtors state that fewer than six months have elapsed
in these chapter 11 cases.  Seventh, the Debtors make clear that
they are not seeking an extension of the exclusive periods to
pressure creditors to submit to the Debtors' plan demands.  Eight,
the Debtors make the assumption that extension of the exclusive
periods is required to resolve certain contingencies.

                      About Ecotality Inc.

Headquartered in San Francisco, California, Ecotality, Inc.
(Nasdaq: ECTY) -- http://www.ecotality.com-- is a provider of
electric transportation and storage technologies.

Ecotality Inc. along with affiliates including lead debtor
Electric Transportation Engineering Corp. sought Chapter 11
protection (Bankr. D. Ariz. Lead Case No. 13-16126) on Sept. 16,
2013, with plans to sell the business at an auction.

The cases are assigned to Chief Judge Randolph J. Haines.  The
Debtors' lead counsel are Charles R. Gibbs, Esq., at Akin Gump
Strauss Hauer & Feld LLP, in Dallas, Texas; and David P. Simonds,
Esq., and Arun Kurichety, Esq., at Akin Gump Strauss Hauer & Feld
LLP, in Los Angeles, California.  The Debtors' local counsel is
Jared G. Parker, Esq., at Parker Schwartz, PLLC, in Phoenix,
Arizona.  FTI Consulting, Inc. serves as the Debtors' crisis
manager and financial advisor.  The Debtors' claims and noticing
agent is Kurtzman Carson Consultants LLC.

Electric Transportation estimated assets of $10 million to $50
million and debt of $100 million to $500 million.  Unlike most
companies in bankruptcy, Ecotality has no secured debt.  It simply
ran out of money.  There's $5 million owing on convertible notes,
plus liability on leases.  Part of pre-bankruptcy financing took
the form of a $100 million cost-sharing grant from the U.S. Energy
Department.  In view of the San Francisco-based company's
financial problems, the government cut off the grant when $84.8
million had been drawn.

On Sept. 24, 2013, the Office of the United States Trustee for
Region 14 appointed a committee of unsecured creditors.

In October 2013, the bankruptcy judge cleared Ecotality to sell
most of the business to Car Charging Group Inc. for $3.3 million.
Two other buyers purchased other assets for $1 million in total.


EDGENET INC: Gets Court Approval to Hire Frazier as Accountants
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Edgenet, Inc., et al., to employ Frazier & Deeter as their
accountants.  Frazier will provide auditing and tax accounting
services to the Debtors.

As reported in the Troubled Company Reporter on March 5, 2014,
Sean Lager, a partner at Frazier & Deeter, told the Court that the
hourly rates of the firm's personnel are:

         Staff                             $140 - $152
         Senior/Supervisor                 $160 - $172
         Manager/Senior Manager            $168 - $260
         Partner                           $260 - $500

Mr. Lager assured the Court that Frazier is not a prepetition
creditor of the Debtors and is a "disinterested person," as that
term is defined in Section 101(4) of the Bankruptcy Code.

                         About Edgenet Inc.

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

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

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

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

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

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


EDGENET INC: Can Hire GlassRatner Advisory as Financial Advisor
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware granted
Edgenet, Inc., et al., to employ GlassRatner Advisory & Capital
Group LLC as their financial advisor.

As reported in the Troubled Company Reporter on March 5, 2014,
GlassRatner will perform these services for the Debtors:

   a) preparation of statement of financial affairs;

   b) preparation of schedules, creditor matrixes, and other
      papers necessary for filing;

   c) work with Debtors' legal counsel on bankruptcy matters;

   d) communicate with vendors, customers, and other interested
      parties;

   e) prepare financial analysis and monitoring tools;

   f) assist in developing budgets;

   g) prepare monthly operating reports; and

   h) provide other support as required.

Under the engagement letter, the Debtors and GlassRatner agreed
that GlassRatner's fees will be based on an hourly basis at rates
ranging from $195 - $575/hour.  In addition, GlassRatner will bill
travel time at 50 percent of time incurred.

Prior to the Petition Date, GlassRatner received a retainer in the
amount of $100,000.  In addition, prior to the Petition Date, on
Jan. 12, 2014, GlassRatner was paid $4,880 for services rendered
between Dec. 5 and Dec. 31, 2014.

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

                         About Edgenet Inc.

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

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

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

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

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

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


EDGENET INC: Files Schedules of Assets and Liabilities
------------------------------------------------------
Edgenet, Inc., filed on February 28, 2014, with the Bankruptcy
Court its schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $17,080,272
  C. Property Claimed As
     Exempt
  D. Creditors Holding
     Secured Claims                              $104,085,885
  E. Creditors Holding
     Unsecured Priority
     Claims                                            $5,594
  F. Creditors Holding
     Unsecured Non-Priority
     Claims                                        $1,804,695
                                 -----------     ------------
        Total                    $17,080,272     $105,896,174

A copy of the schedules is available for free at:

     http://bankrupt.com/misc/EDGENETINC_93_sal.pdf

Debtor affiliate Edgenet Holding Corporation also has filed its
Schedules, disclosing total assets of $0 and total liabilities of
$18,418,191.

The Debtors have sought Court approval to file redacted copies of
their schedules and statement of financial affairs.

On March 4, Ernest Wu, in his capacity as owner's representative
pursuant to the acquisition agreement of Plan of merger among the
Debtors and certain owners of Edgenet Inc. dated as of Aug. 31,
2004, objected to the Debtors' request, stating that the Court
must deny the motion or at lease modify it to assure the
transparency of the proceedings.

                         About Edgenet Inc.

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

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

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

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

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

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


EDGENET INC: U.S. Trustee Forms 5-Member Noteholders Committee
--------------------------------------------------------------
Roberta A. Deangelis, U.S. Trustee for Region 3, appointed on
March 13, 2014, five noteholders to serve on the Official
Committee of Note Holders in the Chapter 11 cases of Edgenet,
Inc., et al.

The Committee is comprised of:

      1. Timothy D. Choate
         c/o Bondware, Inc.
         239 John R. Rice Blvd.
         Murfreesboro, TN 37129
         Tel: (615) 598-9722

      2. Richard C. Pinson
         820 Palmer Pl.
         Nashville, TN 37205
         Tel: (615) 277-0444

      3. Robert H. Neal
         800 Kenwick Ct.
         Nashville, TN 37221
         Tel: (615) 293-4961

      4. Fred Marxer
         18040 Windtop Ln.
         Dallas, TX 72587
         E-mail: fgmarxer@yahoo.com

      5. Martin Davis
         4301 Hillsboro Pike, Suite 320
         Nashville, TN 37215
         Tel: (615) 298-4338 extn. 6110

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

The Debtors objected to the appointment of a noteholders committee
or a creditors' committee comprised of noteholders, stating that
an additional committee would be costly and burdensome and there
simply is no need for one.  Liberty Partners Lenders, L.L.C.,
joined in the Debtors' objection.  Liberty believes that the
seller noteholders are adequately represented by Ernest Wu -- in
his capacity as owner's representative pursuant to the acquisition
agreement and plan of merger among the Debtors and certain owners
of Edgenet dated as of Aug. 31, 2004 -- and Mr. Wu's counsel.

Mr. Wu, meanwhile, agreed that the noteholders' motion be granted.
Mr. Wu represents a group of holder of notes issued by the Debtor
Edgenet Inc., which collectively represent $18,350,000 in claims
against the Debtors.

The U.S. Trustee reserved her rights on the matter.

                         About Edgenet Inc.

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

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

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

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

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


ENDEAVOUR INTERNATIONAL: S&P Removes 'CCC' CCR From Watch Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'CCC'
corporate credit rating on E&P company Endeavour International
Corp.  The outlook is negative.

S&P affirmed the 'CCC-' issue-level ratings on the company's
first-priority notes.  The recovery rating remains '5', indicating
S&P's expectation of modest (10% to 30%) recovery in the event of
a payment default.

S&P affirmed the 'CC' issue-level rating on the company's second-
priority notes.  The recovery rating remains '6', indicating S&P's
expectation of negligible (0% to 10%) recovery in the event of a
payment default.

S&P also removed the ratings from CreditWatch, where they were
placed with negative implications on Feb. 20, 2014, based on the
company's very limited liquidity and looming $33 million interest
payment at the time.

The removal of the rating from CreditWatch follows the company
raising $30 million of equity and convertible notes, which has
provided a source of liquidity in the short term.  In addition,
the company made its $33 million interest payment on March 3,
2014.  However, the negative outlook reflects S&P's expectation
that the company's liquidity will remain thin over the next 12
months.

"The negative outlook reflects our expectation that the company
will continue to operate on thin liquidity over the next year,"
said Standard & Poor's credit analyst Stephen Scovotti.

S&P could lower the ratings if liquidity further deteriorates
beyond current levels, the company experiences operational issues
that reduce cash flow generation, or if S&P do not believe that
the company will be able to meet its upcoming obligations.

S&P would consider a positive rating action if the company is able
to increase liquidity, has a clear path to refinancing upcoming
maturities in 2015, and is able to execute operationally on its
three primary assets (Rochelle, Baccus, and Alba).


FIRST NIAGARA: Moody's Lowers Issuer Rating to 'Ba1'
----------------------------------------------------
Moody's Investors Service downgraded the long-term ratings of
First Niagara Financial Group, Inc. (FNFG) and its subsidiaries.
FNFG's issuer rating was downgraded to Ba1 from Baa2. The
standalone bank financial strength rating (BFSR) of the company's
lead bank, First Niagara Bank, N.A., was downgraded to D+ from C-.
The bank's standalone baseline credit assessment (BCA) is now
baa3. The bank's long-term deposit rating was downgraded to Baa3
from Baa1 and its short-term deposit rating was downgraded to
Prime-3 from Prime-2. Following the rating action, FNFG's rating
outlook is stable.

Ratings Rationale

Moody's said the downgrade reflects concerns about FNFG's future
asset quality stemming from the bank's high organic loan growth.
Currently, FNFG's asset quality metrics are similar to its peers'.
Moody's stated that the catalyst for loan growth came from a
sizeable increase in deposits following its May 2012 acquisition
of HSBC's upstate New York branches. As a result, core deposits
far exceeded loans, threatening FNFG's profitability in a low
interest rate environment. Since then FNFG has grown loans
aggressively, particularly in markets where, since 2009, it had
expanded through a series of acquisitions. In these markets,
FNFG's market shares are small compared to well-established market
leaders.

FNFG has focused on deploying its excess deposits through growth
of its originated (non-acquired) loan portfolio and its credit-
sensitive securities portfolio. Its loan growth has centered on
commercial and industrial (C&I), commercial real estate (CRE) and
indirect auto loans. Since year-end 2011, originated commercial
loans (both C&I and CRE) grew 62%. Indirect auto loans now total
$1.5 billion after commencing operations in March 2012. These
portfolios constituted 75% of originated gross loans at year-end
2013. Moody's believes that outsized loan growth indicates that
the company is either under-pricing its more entrenched
competitors or offering more generous loan terms. Moody's noted
that FNFG's originated problem loans have grown almost as quickly
as overall originated loans since year-end 2011 at a time when
overall asset quality metrics have improved for the industry. This
suggests that FNFG is more vulnerable to asset quality
deterioration if the economy weakens.

FNFG has also noticeably increased the size of its credit-
sensitive securities portfolio (comprised of private label CMBS,
CLOs, ABS, corporate bonds and trust preferred securities)
following the HSBC branch acquisition. The ratio of credit-
sensitive securities to total investments rose to 44% at 31
December 2013 from 18% at 31 December 2011. These investments,
which are comparatively high yielding, indicate a greater risk
appetite by FNFG than other US regional banks in the steps it will
take to defend its earnings. Moody's noted that most US regional
banks' securities portfolios are comprised of primarily highly-
liquid, lower-risk securities such as GSE-issued RMBS.

Moody's said that its concerns about FNFG's loan growth are
heightened by FNFG's inferior capital position relative to
similar-rated peers. At year-end 2013, FNFG's tangible common
equity (TCE)/risk-weighted assets (RWAs) and Tier 1 leverage
ratios of 8.95% and 7.26%, respectively, were inferior to the baa3
BCA peer medians of 11.82% and 10.48%, respectively. Lower capital
levels decrease the company's ability to weather increased credit
losses that would accompany asset quality deterioration. Moody's
does not expect FNFG's capital ratios to improve noticeably
because of a high common dividend payout ratio (42% in 2013) and
that improvements in capitalization could reduce the company's
return on equity.

Moody's said the rating and stable outlook reflect FNFG's strong
core deposit funding (121% core deposits/average gross loans ratio
at year-end 2013) bolstered by the HSBC branch acquisition. This
ratio was better than the baa3 BCA peer median of 115%. FNFG's
profitability metrics are also in line with peers'. FNFG's ratio
of pre-tax, pre-provision income to average RWAs of 2.0% for 2013
was equal to the same-rated peer median.

Downgrades:

Issuer: First Niagara Bank, N.A.

Adjusted Baseline Credit Assessment, changed to baa3 from baa1

Baseline Credit Assessment, changed to baa3 from baa1

Bank Financial Strength Rating, Downgraded to D+ from C-

ST OSO Rating, Downgraded to P-3 from P-2

ST Deposit Rating, Downgraded to P-3 from P-2

Senior Unsecured OSO Rating, Downgraded to Baa3 from Baa1

Senior Unsecured Deposit Rating, Downgraded to Baa3 from Baa1

Issuer: First Niagara Financial Group, Inc.

Issuer Rating, Downgraded to Ba1 from Baa2

Preferred Non-Cumulative Shelf, Downgraded to (P)B1 from (P)Ba2

Preferred Shelf, Downgraded to (P)Ba3 from (P)Ba1

Subordinated Shelf, Downgraded to (P)Ba2 from (P)Baa3

Senior Unsecured Shelf, Downgraded to (P)Ba1 from (P)Baa2

Pref. Stock Non-cumulative Preferred Stock, Downgraded to B1
(hyb) from Ba2 (hyb)

Subordinate Regular Bond/Debenture Dec 15, 2021, Downgraded to
Ba2 from Baa3

Senior Unsecured Regular Bond/Debenture, Downgraded to Ba1 from
Baa2

Outlook Actions:

Issuer: First Niagara Bank, N.A.

Outlook, Changed To Stable From Rating Under Review

Issuer: First Niagara Financial Group, Inc.

Outlook, Changed To Stable From Rating Under Review


FIRSTPLUS FINANCIAL: Lucchese Cohort Banished From Fraud Trial
--------------------------------------------------------------
Law360 reported that a New Jersey federal judge ejected a reputed
associate of the Lucchese crime family from his own trial over the
alleged extortionate takeover and subsequent bankruptcy of a Texas
mortgage lender, after the defendant made outbursts that were
audible to the jury.

According to the report, U.S. District Court Judge Robert B.
Kugler filed an order removing Salvatore Pelullo from the
courtroom during the trial for Pellulo's alleged role in a scheme
to wrest control of FirstPlus Financial Group by extorting its
board of directors.

The case is USA v. SCARFO et al., Case No. 1:11-cr-00740 (D.N.J.).

                    About FirstPlus Financial

Based in Beaumont, Texas, FirstPlus Financial Group, Inc. (Pink
Sheets: FPFX) -- http://www.firstplusgroup.com/-- was a
diversified company that provided commercial loan, consumer
lending, residential and commercial restoration, facility
(janitorial and maintenance) services, insurance adjusting
services, construction management services and a facilities and
restoration franchise business.  The Company had three direct
subsidiaries, Rutgers Investment Group, Inc., FirstPlus
Development Company and FirstPlus Enterprises, Inc.  In turn,
FirstPlus Enterprises, Inc., had three of its own direct
subsidiaries, FirstPlus Restoration Co., LLC, FirstPlus Facility
Services Co., LLC and The Premier Group, LLC.  FirstPlus
Restoration and FirstPlus Facility jointly owned FirstPlus
Restoration & Facility Services Company.  Additionally, FirstPlus
Development had one direct subsidiary FirstPlus Acquisitions-1,
Inc.

A subsidiary of FirstPlus Financial Group -- FirstPlus Financial
Inc. -- filed for Chapter 11 bankruptcy in March 1999 before the
U.S. Bankruptcy Court for the Northern District of Texas, Dallas
Division, amid turmoil in the asset-backed securitization markets
and the lack of a reliable, committed secondary take-out source
for high LTV loans.  A modified third amended reorganization plan
was confirmed in that case in April 2000.

FirstPLUS Financial Group filed for Chapter 11 protection (Bankr.
N.D. Tex. Case No. 09-33918) on June 23, 2009.  Aaron Michael
Kaufman, Esq., and George H. Tarpley, Esq., at Cox Smith Matthews
Incorporated, served as counsel.  The Debtor had total assets of
$15,503,125 and total debts of $4,539,063 as of June 30, 2008.
FirstPLUS Financial Group disclosed $1,264,637 in assets and
$10,347,448 in liabilities as of the Chapter 11 filing.

Matthew D. Orwig was appointed as the Chapter 11 trustee in the
Debtor's cases.  He is represented by Peter A. Franklin, Esq., and
Erin K. Lovall, Esq., at Franklin Skierski Lovall Hayward LLP.
Franklin Skierski was elevated to lead counsel from local counsel
in the stead of Jo Christine Reed and SNR Denton US LLP, due to
the maternity leave of Ms. Reed.  Kurtzman Carson Consultants
served as notice and balloting agent.


FLETCHER INTERNATIONAL: Skadden to Pay $4.25 Million
----------------------------------------------------
Rachel Abrams, writing for The New York Times' DealBook, reported
that the trustee overseeing the bankruptcy of the investment firm
once led by the flashy money manager Alphonse Fletcher Jr. has
reached a $4.25 million settlement with the law firm Skadden,
Arps, Slate, Meagher & Flom.

According to the report, a court-appointed trustee claimed that
Skadden, which represented Mr. Fletcher's hedge fund, Fletcher
Asset Management, failed to "adequately" protect the firm's funds
and their investors.

The hedge fund, which once reported 300 percent returns, also
stands accused in a separate civil suit of defrauding three
Louisiana pension funds out of more than $100 million, the report
related.

While Skadden called the trustee's findings "devoid of merit" in
the court filing, both parties agreed to the settlement in order
to avoid the headache of a lawsuit, the report further related.
Skadden made it clear, however, that it could have defended itself
had such a suit been filed.

The agreement, which must still be approved by a federal
bankruptcy judge, would be the first professional settlement in
the bankruptcy case, the report said.

                   About Fletcher International

Fletcher International, Ltd., filed a bare-bones Chapter 11
petition (Bankr. S.D.N.Y. Case No. 12-12796) on June 29, 2012, in
Manhattan.  The Bermuda exempted company estimated assets and
debts of $10 million to $50 million.  The bankruptcy documents
were signed by its president and director, Floyd Saunders.

David R. Hurst, Esq., at Young Conaway Stargatt & Taylor, LLP, in
New York, serves as counsel and Appleby (Bermuda) Limited serves
as special Bermuda counsel.  The Debtor disclosed $52,163,709 in
assets and $22,997,848 in liabilities as of the Chapter 11 filing.

Fletcher International Ltd. is managed by the investment firm of
Alphonse "Buddy" Fletcher Jr.

Fletcher Asset Management was founded in 1991.  During its initial
four years, FAM operated as a broker dealer trading various debt
and equity securities and making long-term equity investments.
Then, in 1995, FAM began creating and managing a family of private
investment funds.

The Debtor is a master fund in the Fletcher Fund structure.  As a
master fund, it engages in proprietary trading of various
financial instruments, including complex, long-term, illiquid
investments.

The Debtor is directly owned by Fletcher Income Arbitrage Fund and
Fletcher International Inc., which own roughly 83% and 17% of the
Debtor's common shares, respectively.  Arbitrage's direct parent
entities are Fletcher Fixed Income Alpha Fund and FIA Leveraged
Fund, both of which are incorporated in the Cayman Islands and are
subject to liquidation proceedings in that jurisdiction, and which
own roughly 76% and 22% of Arbitrage's common stock, respectively.
The Debtor currently has a single subsidiary, The Aesop Fund Ltd.

After filing for Chapter 11 protection, Fletcher immediately
started a lawsuit in bankruptcy court to stop the involuntary
bankruptcy in Bermuda.  Judge Gerber at least temporarily halted
liquidators appointed in the Cayman Islands from moving ahead with
proceedings in Bermuda.  The lawsuit to halt the Bermuda
liquidation is Fletcher International Ltd. v. Fletcher Income
Arbitrage Fund, 12-01740, in the same court.

Richard J. Davis, Chapter 11 trustee appointed in the case, has
hired Michael Luskin, Esq., Lucia T. Chapman, Esq., and Stephanie
E. Hornung, Esq., at Luskin, Stern & Eisler LLP as his
counsel.

The Chapter 11 trustee filed a proposed liquidating plan in
November 2013.  The disclosure statement was approved on Jan. 17,
2014.


FLORIDA GAMING: Seeks to Assume Contracts & Leases
--------------------------------------------------
Florida Gaming Centers, Inc., et al., notifed the U.S. Bankruptcy
Court for the Southern District of Florida that they intend to
assume and assign several executory contracts and unexpired leases
as a component of the proposed sale of substantially all of their
assets to Silvermark LLC.  A schedule of the contracts and leases
to be assumed and assigned is available for free at:

        http://bankrupt.com/misc/FLORIDAGAMINGcl0308.pdf

Miami-Dade County, Florida, objects to the assignment of the three
executory contracts it is party to with Centers on a limited basis
to clarify that the authority to assume and assign the contracts
is contingent upon the buyer having successfully obtained the
consent of the County to the assignment.  The City of Miami,
Florida, joined in the objection of the County.  The County is
represented by Ileana Cruz, Esq. -- ileanac@miamidade.gov --
Assistant County Attorney.  The City is represented by Barnaby L.
Min, Esq., Deputy City Attorney.

AGS Partners, LLC, an unsecured creditor of the Debtor, asks the
Court to require the winning bidder to, among other things, pay
the full amount owing prior to assuming the lease.  AGS is
represented by Heather L. Ries, Esq., at Fox Rothschild LLP, in
West Palm Beach, Florida.

                    About Florida Gaming

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

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

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

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

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

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


FLORIDA GAMING: Seeks to Assume Contracts & Leases
--------------------------------------------------
Florida Gaming Centers, Inc., et al., notifed the U.S. Bankruptcy
Court for the Southern District of Florida that they intend to
assume and assign several executory contracts and unexpired leases
as a component of the proposed sale of substantially all of their
assets to Silvermark LLC.  A schedule of the contracts and leases
to be assumed and assigned is available for free at:

        http://bankrupt.com/misc/FLORIDAGAMINGcl0308.pdf

Miami-Dade County, Florida, objects to the assignment of the three
executory contracts it is party to with Centers on a limited basis
to clarify that the authority to assume and assign the contracts
is contingent upon the buyer having successfully obtained the
consent of the County to the assignment.  The City of Miami,
Florida, joined in the objection of the County.  The County is
represented by Ileana Cruz, Esq. -- ileanac@miamidade.gov --
Assistant County Attorney.  The City is represented by Barnaby L.
Min, Esq., Deputy City Attorney.

AGS Partners, LLC, an unsecured creditor of the Debtor, asks the
Court to require the winning bidder to, among other things, pay
the full amount owing prior to assuming the lease.  AGS is
represented by Heather L. Ries, Esq., at Fox Rothschild LLP, in
West Palm Beach, Florida.

                    About Florida Gaming

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

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

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

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

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

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


FREE LANCE-STAR: Can Push Through with May 15 Auction of Assets
---------------------------------------------------------------
The Free Lance-Star Publishing Co. of Fredericksburg, VA, et al.,
received the go signal from the U.S. Bankruptcy Court for the
Eastern District of Virginia, Richmond Division, to conduct an
auction for the sale of substantially all of their assets.

As previously reported by The Troubled Company Reporter, Sandton
Capital Partners, which bought the Company's secured debt
prepetition, has conveyed interest to buy the assets.  However,
the parties have failed to reach an agreement on a stalking horse
bid, and, as a result, the Company has opted to push through with
an auction without a lead bidder.

The Debtors propose to sell two groups of assets: (1) assets
related to certain real property and improvements thereon on the
form of transmission towers, which Tower Assets also generate
approximately $13,1000 per month in the form of rents; and (2)
assets related to the business of publishing a paid daily
newspaper and two free weekly publications, operating
Fredericksburg.com (and related websites), operating four radio
stations, property rentals, operating a commercial printing
facility, and engaging in activities related to each of the
foregoing.

If the Debtors receive one or more Qualified Bids, the Debtors
will conduct an auction commencing on May 15, at the offices of
Tavenner & Beran, PLC, in Richmond, Virginia.  The Court will hold
the sale hearing on May 22, at 11:00 a.m. (Eastern time).  Any
objections to the proposed sale of assets must be received no
later than May 15.

In connection with resolving certain concerns raised by the
Official Committee of Unsecured Creditors and DSP Acquisition,
LLC, as the Lender, the Lender will be entitled to credit bif the
Prepetition Lenders' claims in an amount as either (i) agreed by
the Debtor, Lender and the Committee, or (ii) determined by the
Court after notice and opportunity to be heard at a hearing on
March 24, 2014, at 10:00 a.m. against those assets of the Debtors
in which the Lender holds valid and perfected first priority liens
and security interest.

Ahead of the March 24 hearing, the Debtors asked that the Court
limit the amount of DSP's credit bid to the amount the Lender paid
Branch Banking and Trust Company for the negotiable instrument
executed by one or more of the Debtors in favor of BB&T.  The
Debtors added that the Court should also limit DSP's credit bid
rights in the interest of the policy advanced by the Bankruptcy
Code of fostering a competitive bidding environment.  The
Creditors' Committee also filed a memorandum stating that it has
concluded that DSP does not have a lien, and thus should not be
allowed to credit bid, on at least two categories of assets the
Debtors propose to sell: (a) the Tower Assets, and (b) the FCC
licenses and their proceeds.

               About The Free Lance-Star Publishing

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

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

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

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

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


FREE LANCE-STAR: Can Push Through with May 15 Auction of Assets
---------------------------------------------------------------
The Free Lance-Star Publishing Co. of Fredericksburg, VA, et al.,
received the go signal from the U.S. Bankruptcy Court for the
Eastern District of Virginia, Richmond Division, to conduct an
auction for the sale of substantially all of their assets.

As previously reported by The Troubled Company Reporter, Sandton
Capital Partners, which bought the Company's secured debt
prepetition, has conveyed interest to buy the assets.  However,
the parties have failed to reach an agreement on a stalking horse
bid, and, as a result, the Company has opted to push through with
an auction without a lead bidder.

The Debtors propose to sell two groups of assets: (1) assets
related to certain real property and improvements thereon on the
form of transmission towers, which Tower Assets also generate
approximately $13,1000 per month in the form of rents; and (2)
assets related to the business of publishing a paid daily
newspaper and two free weekly publications, operating
Fredericksburg.com (and related websites), operating four radio
stations, property rentals, operating a commercial printing
facility, and engaging in activities related to each of the
foregoing.

If the Debtors receive one or more Qualified Bids, the Debtors
will conduct an auction commencing on May 15, at the offices of
Tavenner & Beran, PLC, in Richmond, Virginia.  The Court will hold
the sale hearing on May 22, at 11:00 a.m. (Eastern time).  Any
objections to the proposed sale of assets must be received no
later than May 15.

In connection with resolving certain concerns raised by the
Official Committee of Unsecured Creditors and DSP Acquisition,
LLC, as the Lender, the Lender will be entitled to credit bif the
Prepetition Lenders' claims in an amount as either (i) agreed by
the Debtor, Lender and the Committee, or (ii) determined by the
Court after notice and opportunity to be heard at a hearing on
March 24, 2014, at 10:00 a.m. against those assets of the Debtors
in which the Lender holds valid and perfected first priority liens
and security interest.

Ahead of the March 24 hearing, the Debtors asked that the Court
limit the amount of DSP's credit bid to the amount the Lender paid
Branch Banking and Trust Company for the negotiable instrument
executed by one or more of the Debtors in favor of BB&T.  The
Debtors added that the Court should also limit DSP's credit bid
rights in the interest of the policy advanced by the Bankruptcy
Code of fostering a competitive bidding environment.  The
Creditors' Committee also filed a memorandum stating that it has
concluded that DSP does not have a lien, and thus should not be
allowed to credit bid, on at least two categories of assets the
Debtors propose to sell: (a) the Tower Assets, and (b) the FCC
licenses and their proceeds.

               About The Free Lance-Star Publishing

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

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

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

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

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


FREEDOM INDUSTRIES: Submits Plan to Demolish Tanks
--------------------------------------------------
Jonathan Mattise, writing for The Associated Press, reported that
the company at the center of a chemical spill into 300,000 West
Virginians' drinking water submitted plans Wednesday to demolish
its facility.

According to the report, Freedom Industries sent the state
Department of Environmental Protection plans to decommission its
Charleston tanks. Neighboring residents need to brace themselves
for the black licorice chemical smell to return during the
demolition.

"We will discuss possible ways to minimize the odor with the
contractor who is doing the work," Department of Environmental
Protection spokesman Tom Aluise told AP.  Aluise said it is
unclear when Freedom will finish gutting its headquarters.

Federal officials, including U.S. Attorney Booth Goodwin's office
and the Chemical Safety Board, are investigating the spill and
still haven't secured all the evidence they need from the site,
the report related. But both said there are processes in place to
keep collecting what they need.

A bankruptcy court order also prevents undocumented removal of
equipment from the site by Freedom, said Chemical Safety Board
spokeswoman Hillary Cohen, the report further related.

                    About Freedom Industries

Freedom Industries Inc., is engaged principally in the business of
producing specialty chemicals for the mining, steel and cement
industries.  The Debtor operates two production facilities located
in (a) Nitro, West Virginia; and (b) Charleston, West Virginia.

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: Bankruptcy Court OKs Mark Welch as CRO
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of West
Virginia on March 18, 2014, authorized Freedom Industries Inc. to
appoint Mark Welch of MorrisAnderson & Associates, Ltd. as chief
restructuring officer.

The Court ordered that Mr. Welch will not be required to submit
fee applications pursuant to sections 330 and 331 of the
Bankruptcy Code.

In a March 4 application, the Debtors said Mr. Welch will receive
direct compensation for services of something over $72,000 per
month for the first six weeks and a rate of compensation at
approximately $54,000 per month thereafter.  All travel, lodging
and other expenses will not exceed $25,000 and would be covered by
the Debtor.  Other individuals who will aid Mr. Welsh will be
compensated at $375 per hour.

                    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.


GENERAL MOTORS: Bankruptcy Shield Too Flimsy to Block Defect Suits
------------------------------------------------------------------
Law360 reported that a 2009 bankruptcy deal brokered by Uncle Sam
was supposed to protect the reincarnated General Motors Co. from
legacy liabilities, but attorneys say that an impending wave of
suits over a long-festering vehicle defect could nonetheless
advance if it turns out the automaker hid the danger from the
public.

According to the report, as federal prosecutors and safety
officials begin probing whether GM sat on evidence of the defect -
- an ignition switch problem that can prevent airbags from
deploying -- the iconic company is also girding for a deluge.

                     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.


GENERAL MOTORS: Asked to Waive Immunity for Ignition Switch Cases
-----------------------------------------------------------------
Todd Spangler, writing for Detroit Free Press, reported that auto
safety advocates are urging General Motors to waive its post-
bankruptcy immunity to legal claims connected to an ignition
switch defect that has led to the recall of 1.6 million vehicles.

According to the report, a a condition of the taxpayer-financed,
government-supervised bankruptcy restructuring of GM in 2009, the
automaker was given immunity from product liability or wrongful
death claims arising from accidents that occurred before it exited
bankruptcy on July 10, 2009.

Clarence Ditlow, who runs the Center for Auto Safety, and John
Claybrook, a former head of the National Highway Traffic Safety
Administration, signed a letter to GM CEO Mary Barra that also
asked GM to set up a $1 billion fund "to cover losses of victims
and families of safety defects whose claims have been extinguished
by the bankruptcy or barred by statues of repose or limitations,"
the report related.

Of the 12 deaths the company has reported to be tied to accidents
in which the defective ignition switch was a factor, at least five
happened before GM's bankruptcy, the report further related.

In recent weeks, GM ordered the recall of the 2005-07 Chevrolet
Cobalt, 2007 Pontiac G5, 2006-07 Chevy HHR, 2003-7 Saturn Ion,
2006-7 Pontiac Solstice and 2007 Saturn Sky in which a defective
ignition switch can inadvertently shut off the engine and disable
safety systems including airbags, the report said.

                     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.


GENERAL MOTORS: Pressures Mount on Recall
-----------------------------------------
Jeff Bennett and Sharon Terlep, writing for The Wall Street
Journal, reported that Transportation Secretary Anthony Foxx
called for a review of whether safety regulators acted quickly
enough on complaints of potentially deadly defects in certain
General Motors Co. cars that were recalled years later over
ignition-switch problems.

According to the report, the move comes ahead of congressional
hearings scheduled to begin April 1 at which the auto maker and
National Highway Traffic Safety Administration officials could
face tough questions about why neither responded more aggressively
to complaints about the cars and clues that faulty ignition
systems were behind fatal crashes in which air bags didn't deploy.

Mr. Foxx, in a memorandum to Inspector General Calvin L. Scovel
III, said he isn't aware of any evidence the NHTSA failed to act
properly given the data it had at the time, the report related.
Mr. Foxx said earlier this month that NHTSA might have acted
sooner if GM had provided data in a more timely way. The
department is investigating whether the auto maker complied with
federal rules requiring it to submit data on safety defects within
five days.

The auto maker must turn over documents on the troubled recall to
NHTSA investigators, the report further related.  A week later GM
Chief Executive Mary Barra appears before a congressional panel
also probing its actions, and two days after that GM must furnish
responses to the safety regulator's detailed questions about the
people involved and their handling of the matter.

Pressures on GM for information come in the early stages of an
internal investigation into who knew of the switch failures and
what executives did or didn't do, the report said.  Ms. Barra this
week said the company's inquiry could take several months.

                     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.


GENERAL MOTORS: Faces Suits on Car Value
----------------------------------------
Jennifer Smith, writing for The Wall Street Journal, reported that
plaintiffs' attorneys pursuing General Motors Co. over claims for
ignition-switch safety problems have a hurdle to clear: When it
comes to personal injury claims, the auto maker is only liable for
incidents that occurred after its 2009 bankruptcy.

So lawyers instead are filing lawsuits claiming the value of some
cars have suffered because of the problem, echoing a charge used
successfully in class-action suits brought against Toyota Motor
Corp. in unintended acceleration cases, according to the report.

Over the past week plaintiffs' lawyers filed two complaints
seeking class-action status on behalf of more than one million
consumers who own GM vehicles that use the suspect switch, the
report related.  GM has said the switch can turn off when jarred,
causing vehicles to stall or lose power while being driven,
disabling air bags and cutting off power steering and power
brakes.

The suits, filed in the U.S. district courts in Texas and
California, allege GM intentionally hid the problems and failed to
perform on its warranties, the report further related.  They seek
undisclosed compensation for what they say are diminished value of
the affected automobiles. The California suit also alleges that GM
violated various consumer protection and transportation safety
laws.

By not invoking personal injury claims, the new suits aim to
sidestep limitations imposed by the so-called "bankruptcy shield"
erected during GM's government-led bailout, the report added.

                     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.


GLOBAL GEOPHYSICAL: S&P Lowers CCR to 'CCC-' on Forbearance Deal
----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Global Geophysical Services Inc. to 'CCC-' from
'CCC+'.  The outlook is negative.  At the same time, S&P lowered
the issue level rating on the company's unsecured debt to 'CCC-'
from 'CCC+'.  The recovery rating on the debt issue remains
unchanged at '3'.

The rating action reflects the uncertainty related to Global
Geophysical Services Inc.'s ability to meet its upcoming debt
service obligations, and S&P's belief that there is a high
likelihood of a default over the near term, given the company's
recent announcement that it has entered into a forbearance
agreement with its secured lenders.  The company also announced
that it has engaged financial advisors to assist in evaluating
strategic alternatives, including obtaining additional capital and
financial restructuring.  The company also indicated it has
delayed filing its 10K statement due to weakness in its internal
controls.

"We would lower the ratings if the company were unable to meet its
debt service obligations," said Standard & Poor's credit analyst
Susan Ding.

S&P could consider a positive rating action if the company were
able to obtain a credit facility and maintains adequate liquidity
(at least $50 million in cash balances that are not required for
MCS related outlays), while improving operating performance and
cash flow generation for 2014.  S&P would expect any positive
rating action to be limited to one notch given the company's size
and the volatility of the seismic services sector.


GREENVILLE CASUALTY: A.M. Best Lowers Fin. Strength Rating to 'B'
-----------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to B
(Fair) from B+ (Good) and the issuer credit rating to "bb" from
"bbb-" of Greenville Casualty Insurance Company (Greer, SC).  The
outlook for both ratings has been revised to negative from stable.

The rating downgrades reflect Greenville's significant decline in
risk-adjusted capitalization, its elevated underwriting leverage
measures and volatile operating results.  This is due to primarily
Greenville's aggressive premium growth in South Carolina during
2013 and its increased losses.  The rapid growth also has resulted
in increased operating expenses, higher loss and loss adjustment
expense reserves and elevated underwriting leverage ratios.  Due
to the decline in policyholder surplus, the company's owner made a
cash contribution of $3 million in the first quarter of 2014.

These negative rating factors are partially offset by Greenville's
other income and net investment income, which have been positive
and have somewhat mitigated its unfavorable underwriting
performance over the last five years.  In addition, Greenville
maintains a conservative investment philosophy as the majority of
its invested assets consist of long-term bonds and cash and short-
term investments.

The ratings may be downgraded if Greenville's risk-adjusted
capitalization continues to decline and/or there is a continuation
of adverse operating performance.  Removal of the negative outlook
is contingent upon improved capitalization and consistent and
satisfactory operating performance.


HERCULES, CA: Threatens to File Municipal Bankruptcy
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Hercules, a city of 26,000 in northern California,
said it may file municipal bankruptcy unless holders of $13
million in municipal bonds agree to tender the bonds for 90
percent of face value.

According to the report, the bonds were sold in 2010 to improve
the municipal electric system, which didn't make money. There is
an agreement to sell the system for $9.5 million to a subsidiary
of PG&E Corp., according to a statement by the city's finance
director.


HOLTKOETTER INT'L: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Holtkoetter International, Inc.
           aka Holtkotter International, Inc.
        155 Hardman Avenue
        South St. Paul, MN 55075

Case No.: 14-31123

Chapter 11 Petition Date: March 21, 2014

Court: United States Bankruptcy Court
       District of Minnesota (St Paul)

Judge: Hon. Kathleen H Sanberg

Debtor's Counsel: Ralph Mitchell, Esq.
                  LAPP LIBRA THOMSON STOEBNER & PUSCH
                  One Financial Plaza Suite 2500
                  120 S 6th St
                  Minneapolis, Mn 55402
                  Tel: 612-338-5815
                  Email: rmitchell@lapplibra.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Paul Eusterbrock, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/mnb14-31123.pdf


HOWARD JOHNSON: Florida Condo Rises Following Hotel's Bankruptcy
----------------------------------------------------------------
Dawn Wotapka, writing for The Wall Street Journal, reported that a
Fort Lauderdale, Fla., hotel once popular with spring-break
revelers recently was demolished to make way for an 18-story
beachfront luxury condominium tower.

According to the report, on the site of the former Howard Johnson
hotel, Encore Housing Opportunity Fund is developing a $100
million-plus condo called Paramount Fort Lauderdale Beach. It will
be the first oceanfront luxury condo community to be built in Fort
Lauderdale since the housing crash, and test whether the strength
of the high-end property market in nearby Miami will spill over to
its northern neighbor. The Paramount will include 95 units
starting at $1 million each.

The deal also is a bet that Fort Lauderdale, which has long played
second fiddle to Miami when it comes to dining and night life, can
attract well-heeled and affluent buyers seeking a quieter
lifestyle than what is offered by its neighbor, the report said.
City officials hope the development closes another door to Fort
Lauderdale's debaucherous past.

"It's just very rewarding to see that [land] become luxury condos
and something that people will have great pride in," Nicki
Grossman, president of the Greater Fort Lauderdale Convention &
Visitors Bureau, told the Journal. That "section of the beach has
evolved."

Encore has more than $1 billion of planned investments in Florida,
California, Texas and Arizona, the report related.  The Paramount
development is being led by Art Falcone, Encore's co-founder, and
Nitin Motwani, whose family has been a part of the area's hotel
scene for more than two decades. Both men also are working on the
30-acre Miami Worldcenter, one of the nation's largest urban
renewal projects.


HRK HOLDINGS: Can Access Additional Loan From Regions Bank
----------------------------------------------------------
The Hon. K. Rodney May of the U.S. Bankruptcy Court for the Middle
District of Florida authorized HRK Holdings LLC and HRK Industries
LLC to obtain, on an interim basis, additional post-petition
financing under a second debtor-in-possession facility from
Regions Bank pursuant to a budget.

According to court documents, an additional $1,072,905 loan will
be extended by the bank under the operating line of credit.  It
will bear interest at 9% per annum.  Regions won't be entitled to
any default interest in conjunction with the loan, according to
the court order.

The Debtor agreed to grant Regions Bank senior liens and
superpriority administrative expense status under the DIP loan
facility.

A final hearing is set for April 10, 2014, at 3:30 p.m.

A full-text copy of the DIP budget is available for free
at http://is.gd/NTAcOT

                        About HRK Holdings

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

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

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

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


IFA INSURANCE: A.M. Best Lowers Fin. Strength Rating to 'C++'
-------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to C++
(Marginal) from B- (Fair) and the issuer credit rating to "b" from
"bb-" of IFA Insurance Company (IFA) (Clark, NJ).  The outlook for
both ratings is negative.

The rating downgrades reflect IFA's net losses and surplus decline
rtnoted at year-end 2013, attributable to realized and unrealized
investment losses and unprofitable underwriting performance.
These factors have resulted in elevated leverage measures and a
continued deterioration in the company's risk-adjusted
capitalization.

The most recent financial results follow IFA's unfavorable trend
in operating performance in recent years, which has been
negatively impacted by adverse trends in bodily injury and
personal injury protection loss experience in the New Jersey
personal automobile market, unfavorable changes to tax laws and
Superstorm Sandy.  In response, the company has continued to
refine its underwriting criteria, implement rate increases and
broaden its geographic spread.  Furthermore, IFA has increased its
use of reinsurance to better address catastrophic weather events
and to provide surplus relief.  Nonetheless, uncertainty continues
to exist regarding its ability to improve operating performance
and meet financial projections.

An additional downgrading of the ratings may occur if IFA
continues to post operating results that deviate from its
projections, leading to further deterioration of surplus and a
decline in risk-adjusted capitalization.


INTERWEST DEVELOPMENT: Case Summary & 20 Top Unsecured Creditors
----------------------------------------------------------------
Debtor: Interwest Development NW Inc.
           aka Interwest Construction and Development
        28201 Hwy 410 E #300
        Buckley, WA 98321

Case No.: 14-41532

Chapter 11 Petition Date: March 21, 2014

Court: United States Bankruptcy Court
       Western District of Washington (Tacoma)

Judge: Hon. Brian D Lynch

Debtor's Counsel: Emily A Jarvis, Esq.
                  LAW OFFICES OF JEFFREY B WELLS
                  500 Union St Ste 502
                  Seattle, WA 98101
                  Tel: 206-624-0088 Ext 4
                  Email: emily@wellsandjarvis.com

                    - and -

                  Jeffrey B Wells, Esq.
                  ATTORNEY AT LAW
                  500 Union St Ste 502
                  Seattle, WA 98101
                  Tel: 206-624-0088
                  Email: paralegal@wellsandjarvis.com

Estimated Assets: $500,000 to $1 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by William Selander, vice president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/wawb14-41532.pdf


IRISH BANK: Tampa Port Sues Over Channelside Mall Lease
-------------------------------------------------------
The Tampa Port Authority sued Irish Bank Resolution Corp. Ltd.,
asking the U.S. Bankruptcy Court for the District of Delaware for
breaches in the lease agreement under which the Port agreed to
lease to GSC Retail I, Ltd., a portion of a site for GSC Retail to
construct and subsequently operate a retail, restaurant and
entertainment center now operating as Channelside.

The Port asks the Court to enter a declaratory judgment finding
(i) the Lease is not an asset of IBRC, whose predecessor loaned
money to refinance the mortgage of Channelside; (ii) the leasehold
interest is not an asset of IBRC; (iii) until the time as IBRC and
its foreign representatives assume and cure all defaults under the
lease through foreclosure on the IRBC mortgage, the lease remains
an executory contract by and between the Port and the Receiver;
and until the time as IBRC purchases the Leaseholder Interest at a
foreclosure sale, or otherwise obtains legal title to the
Leasehold Interest, title to the Leasehold Interest remains
legally vested in the Receiver.

Also named in the lawsuit, called an adversary proceeding in a
bankruptcy case, are Channelside Bay Mall, LLC, a Florida Limited
Liability Company, and Chuch Taylor of Madison Marquette, in his
capacity as Receiver for Channelside Bay Mall.

As previously reported by the Troubled Company Reporter, the
Bankruptcy Court, for reasons stated in open court, denied without
prejudice the proposed sale of IBRC's Florida property to the
Tampa Port Authority, after finding that the bank had not
adequately pursued a higher offer for the asset.

Kieran Wallace and Eamonn Richardson, the foreign representative
of IBRC, entered into an agreement with the Port, which agreement
provides for the assignment of (i) IBRC's interest in March 23,
2006 note in the amount of $27,000,000, (ii) the mortgage securing
the note, and (ii) the assignment of leases given by Channelside
Bay Mall, as the lessee of the Channelside Mall, given to IBRC's
predecessor.  The settlement also provides mutual releases of both
parties from all claims held by either party against the other.
As consideration and payment for assignment of the Note, the
Mortgage and the Assignment of Leases, the Port agrees to pay
$5,750,000 to IBRC.

The Port is represented by Kathleen M. Miller, Esq., at SMITH,
KATZENSTEIN & JENKINS LLP, in Wilmington, Delaware; Jason B.
Burnett, Esq., David S. Hendrix, Esq., and Alissa M. Ellison,
Esq., at GrayRobinson, P.A., in Tampa, Florida.

                  About Irish Bank Resolution

Irish Bank Resolution Corp., the liquidation vehicle for what was
once one of Ireland's largest banks, filed a Chapter 15 petition
(Bankr. D. Del. Case No. 13-12159) on Aug. 26, 2013, to protect
U.S. assets of the former Anglo Irish Bank Corp. from being
seized by creditors.  Irish Bank Resolution sought assistance
from the U.S. court in liquidating Anglo Irish Bank Corp. and
Irish Nationwide Building Society.  The two banks failed and were
merged into IBRC in July 2011.  IBRC is tasked with winding them
down and liquidating their assets.  In February, when Irish
lawmakers adopted the Irish Bank Resolution Corp., IBRC was
placed into a special liquidation in the Irish High Court to
complete liquidation and distribution of the two banks' assets.

IBRC's principal asset as of June 2012 was a loan portfolio
valued at some EUR25 billion (US$33.5 billion). About 70 percent
of the loans were to Irish borrowers. Some 5 percent of the
portfolio was under U.S. law, according to a court filing.  Total
liabilities in June 2012 were about EUR50 billion, according
to a court filing.

Most assets in the U.S. have been sold already.  IBRC is involved
in lawsuits in the U.S.

IBRC was granted protection under Chapter 15 of the U.S.
Bankruptcy Code in December 2013.


IRISH BANK: Tampa Port Sues Over Channelside Mall Lease
-------------------------------------------------------
The Tampa Port Authority sued Irish Bank Resolution Corp. Ltd.,
asking the U.S. Bankruptcy Court for the District of Delaware for
breaches in the lease agreement under which the Port agreed to
lease to GSC Retail I, Ltd., a portion of a site for GSC Retail to
construct and subsequently operate a retail, restaurant and
entertainment center now operating as Channelside.

The Port asks the Court to enter a declaratory judgment finding
(i) the Lease is not an asset of IBRC, whose predecessor loaned
money to refinance the mortgage of Channelside; (ii) the leasehold
interest is not an asset of IBRC; (iii) until the time as IBRC and
its foreign representatives assume and cure all defaults under the
lease through foreclosure on the IRBC mortgage, the lease remains
an executory contract by and between the Port and the Receiver;
and until the time as IBRC purchases the Leaseholder Interest at a
foreclosure sale, or otherwise obtains legal title to the
Leasehold Interest, title to the Leasehold Interest remains
legally vested in the Receiver.

Also named in the lawsuit, called an adversary proceeding in a
bankruptcy case, are Channelside Bay Mall, LLC, a Florida Limited
Liability Company, and Chuch Taylor of Madison Marquette, in his
capacity as Receiver for Channelside Bay Mall.

As previously reported by the Troubled Company Reporter, the
Bankruptcy Court, for reasons stated in open court, denied without
prejudice the proposed sale of IBRC's Florida property to the
Tampa Port Authority, after finding that the bank had not
adequately pursued a higher offer for the asset.

Kieran Wallace and Eamonn Richardson, the foreign representative
of IBRC, entered into an agreement with the Port, which agreement
provides for the assignment of (i) IBRC's interest in March 23,
2006 note in the amount of $27,000,000, (ii) the mortgage securing
the note, and (ii) the assignment of leases given by Channelside
Bay Mall, as the lessee of the Channelside Mall, given to IBRC's
predecessor.  The settlement also provides mutual releases of both
parties from all claims held by either party against the other.
As consideration and payment for assignment of the Note, the
Mortgage and the Assignment of Leases, the Port agrees to pay
$5,750,000 to IBRC.

The Port is represented by Kathleen M. Miller, Esq., at SMITH,
KATZENSTEIN & JENKINS LLP, in Wilmington, Delaware; Jason B.
Burnett, Esq., David S. Hendrix, Esq., and Alissa M. Ellison,
Esq., at GrayRobinson, P.A., in Tampa, Florida.

                  About Irish Bank Resolution

Irish Bank Resolution Corp., the liquidation vehicle for what was
once one of Ireland's largest banks, filed a Chapter 15 petition
(Bankr. D. Del. Case No. 13-12159) on Aug. 26, 2013, to protect
U.S. assets of the former Anglo Irish Bank Corp. from being
seized by creditors.  Irish Bank Resolution sought assistance
from the U.S. court in liquidating Anglo Irish Bank Corp. and
Irish Nationwide Building Society.  The two banks failed and were
merged into IBRC in July 2011.  IBRC is tasked with winding them
down and liquidating their assets.  In February, when Irish
lawmakers adopted the Irish Bank Resolution Corp., IBRC was
placed into a special liquidation in the Irish High Court to
complete liquidation and distribution of the two banks' assets.

IBRC's principal asset as of June 2012 was a loan portfolio
valued at some EUR25 billion (US$33.5 billion). About 70 percent
of the loans were to Irish borrowers. Some 5 percent of the
portfolio was under U.S. law, according to a court filing.  Total
liabilities in June 2012 were about EUR50 billion, according
to a court filing.

Most assets in the U.S. have been sold already.  IBRC is involved
in lawsuits in the U.S.

IBRC was granted protection under Chapter 15 of the U.S.
Bankruptcy Code in December 2013.


JO-ANN STORES: S&P Revises Outlook to Negative & Affirms 'B' CCR
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Hudson,
Ohio-based Jo-Ann Stores Inc. and Jo-Ann Stores Holdings Inc. to
negative from stable.  S&P also affirmed its 'B' corporate credit
rating.

"At the same time, we affirmed the 'B+' (one notch above the
corporate credit rating) issue-level rating on the company's $650
million senior secured term loan B facility due 2018.  The
recovery rating is '2', indicating our expectation of substantial
(70% to 90%) recovery for lenders in the event of a payment
default.  We also affirmed the 'CCC+' (two notches below the
corporate credit rating) issue-level ratings on the company's $450
million senior unsecured notes due 2019 and $325 million senior
unsecured paid-in-kind (PIK) notes also due 2019.  The recovery
rating is '6' on both issues, indicating our expectation of
negligible (0% to 10%) recovery for noteholders in the event of a
payment default," S&P noted.

"The outlook revision to negative reflects our view that credit
protection measures could remain weak or deteriorate further over
the next 12 months if the company is not able to generate
additional revenue to leverage its cost base.  We also believe
increased competitive pressures and declining industry dynamics
could potentially stress operating performance," said credit
analyst Kristina Koltunicki.  "Credit protection measures have
weakened since the company's dividend recap in October 2012 and we
forecast metrics could remain elevated over the next year as
competition remains intense and consumer purchases are focused on
bigger ticket items."

The negative outlook reflects S&P's expectation that credit
protection measures could further deteriorate over the next 12
months if weak traffic trends and competitive pressures continue.
Still, S&P anticipates liquidity to remain adequate.

Upside scenario

S&P could revise its outlook to stable if the company improves its
operating performance, with a continued positive EBITDA growth
trajectory over the next few quarters demonstrating management's
strategic initiatives are successful and they turn around recent
performance erosion.  Under this scenario, EBITDA would need to
grow by approximately 10%, with debt levels stable as of fiscal
year-end.  This would lead to operating lease-adjusted total debt
to EBITDA declining to the low 5.0x area.

Downside scenario

S&P could lower its ratings if EBITDA growth stalls or continues
to decline in 2014 as increased competition results in thinning
credit protection measures lower than its base-case scenario.
Based on year-end results, EBITDA growth would be flat over the
next 12 months, with debt to EBITDA remaining more than 5.5x.


KB HOME: Fitch Rates Proposed $300MM Sr. Unsecured Notes 'B+/RR4'
-----------------------------------------------------------------
Fitch Ratings has assigned a 'B+/RR4' rating to KB Home's (NYSE:
KBH) proposed offering of $300 million of senior unsecured notes
due March 2019.  The new issue will be equal in right of payment
with all other senior unsecured debt. KBH is also offering $125
million of common stock.  The company intends to use the proceeds
of these issuances for general corporate purposes, including land
acquisitions and development.

The Rating Outlook is Stable.

Key Rating Drivers

The ratings and Outlook for KBH are based on the company's
geographic diversity, customer and product focus, conservative
building practices and effective utilization of return on invested
capital (ROIC) criteria as a key element of its operating model,
as well as the on-going housing recovery.  The company did a good
job in reducing its inventory exposure and generating positive
operating cash flow during the severe industry downturn.  Since
its peak in the third quarter of 2006 (3Q'06), homebuilding debt
has been reduced from $7.89 billion to $2.18 billion currently.

The ratings also reflect KBH's business model and marketing
prowess.  The ratings take into account the company's current
heavy exposure to entry-level and, to a lesser degree, first-step
trade-up housing (the deepest segments of the market), its
leadership role in constructing energy-efficient homes, its
reemphasis of the value-engineered Open Series of home designs,
its conservative building practices, utilization of ROIC criteria
as a key element of its operating model and its capital structure.

The Industry

Housing metrics showed improvement in 2013. Single-family housing
starts grew 15.4%, while new-home sales increased 16.3%. Existing
home sales advanced 9.2% in 2013.  The most recent Freddie Mac 30-
year interest rate was 4.37%, 106 bps above the all-time low of
3.31% set the week of Nov. 21, 2012.  The NAR's latest monthly
existing home affordability index was 174.2, well below the all-
time high of 213.6, but still meaningfully above the 20-year
average.  Housing metrics should increase in 2014 due to faster
economic growth (prompted by improved household net worth,
industrial production and consumer spending), and consequently,
some acceleration in job growth (as unemployment rates decrease to
6.9% for 2014 from an average of 7.5% in 2013), despite somewhat
higher interest rates as well as more measured home price
inflation.  A combination of tax increases and spending cuts in
2013 shaved about 1.5pp off annual economic growth, according to
the Congressional Budget Office.  Many forecasters expect the
fiscal drag in 2014 to be one-third that amount or less.

Fitch's housing estimates for 2014 are as follows: Single-family
starts are forecast to grow almost 20% to 741,000, while
multifamily starts expand about 8% to 333,000; single-family new-
home sales should grow approximately 20% to 513,000 as existing
home sales advance 2.0% to 5.19 million.  Average single-family
new-home prices (as measured by the Census Bureau), which dropped
1.8% in 2011, increased 8.7% in 2012. Median new-home prices
expanded 2.4% in 2011 and grew 7.9% in 2012.  Average and median
new-home prices improved 9.8% and 8.4%, respectively, in 2013.
New-home price inflation should moderate in 2014, at least
partially because of higher interest rates.  Average and median
new-home prices should rise about 3.5% this year.

As Fitch noted in the past, the housing recovery will likely occur
in fits and starts.

Real Estate

At the end of the first quarter of 2014, KBH controlled 57,438
lots, a 21.4% increase from the end of the first quarter of 2013
but a 70.8% decrease from a peak of 197,000 lots at the end of
1Q'06 (February 2006).  Based on LTM closings, the company
controlled 8.1 years of land (up from 5.1 years at the end of
2005); KBH has 5.6 years of owned land.  The current options share
of total lots controlled (approximately 30%) is down sharply from
the peak of 53.7% (4Q'05).  KBH is expected to maintain
substantial land spending this year.  The company expended about
$354 million on land and development during the 1Q'14. For the
full fiscal year 2014, KBH is currently projected to spend in
excess of $1.1 billion for the combination of land and
development.  The company expended $1.14 billion on land and
development in 2013, $564.9 million in 2012, $553 million in 2011
(including the $75 million South Edge JV investment)and $560
million in 2010.

Financial Metrics and Liquidity

KBH's most recent credit metrics, while improving in certain
cases, remain stressed. Debt-to-capitalization was 82.1% as of
year-end 2012.  The ratio was 80.0% as of Feb. 28, 2014.  Net debt
(debt less unrestricted homebuilding cash)-to-capitalization was
77.4% at the end of 1Q'14, up from 75.1% as of Nov. 30, 2013.
Debt-to-LTM EBITDA, excluding real estate impairments, was 11.2x
at Nov. 30, 2013, and 17.5x at the same date the prior year.
Interest coverage was 1.3x as of Nov. 30, 2013 and 0.7x as of Nov.
30, 2012.

During 2012, KBH refinanced a substantial amount of debt scheduled
to mature in 2014 and 2015.  In February 2012, the company issued
$350 million of senior unsecured notes maturing in 2020 and
applied the proceeds to the tender of $340 million for a portion
of the $1 billion in debt due in 2014 and 2015.  In early August
2012, KBH issued another $350 million of senior unsecured notes
maturing in 2022, and tendered for $244.9 million of 2014 and 2015
debt. This activity reduced 2014 public debt maturities to less
than $76 million. The company also boosted liquidity by adding
$105 million of unrestricted cash to the balance sheet.

On Feb. 4, 2013, the company issued an underwritten public
offering of $230 million in aggregate principal amount of its
1.375% convertible senior notes due 2019.  Also, on Feb. 4, 2013,
KBH completed the sale of 6.325 million shares of its common
stock.  The company received total net proceeds of $332.9 million
from the convertible and stock offerings.

On Oct. 29, 2013, KBH issued $450 million in aggregate principal
amount of 7.00% senior notes due 2021.  The company used $225.4
million of the net proceeds from this issuance to purchase $19.7
million in aggregate principal amount of the 5.75% senior notes
due 2014, $91.1 million in aggregate principal amount of the
5.875% senior notes due 2015 and $37 million in aggregate
principal amount of the 6.25% senior notes due 2015, and to redeem
the remaining $56.3 million in aggregate principal amount of the
5.75% senior notes due 2014 and $11 million in aggregate principal
amount of the 5.875% senior notes due 2015.

KBH currently has solid liquidity with unrestricted homebuilding
cash of $303.3 million as of Feb. 28, 2014.  In addition to its
cash and equivalents, KBH has funds available from a revolving
credit facility.  On March 12, 2013, the company entered into a
new $200 million unsecured revolving credit facility.  The credit
facility contains an accordion feature under which the aggregate
commitment may be increased up to $300 million, subject to certain
conditions and the availability of additional bank commitments.
The company had no borrowings outstanding under the facility as of
Feb. 28, 2014.  KBH previously had an unsecured credit facility
that it voluntarily terminated March 31, 2010 in order to reduce
costs associated with the facility.

The company reported negative $443.4 million of cash flow from
operations (CFFO) during 2013 after investing roughly $1.1 billion
in land and development during the year.  For all of fiscal 2013,
Fitch expects KBH will increase its land and development spending
relative to 2013 as it continues its 'going on offense'
initiative.  CFFO could approach negative $400 million if KBH is
able to spend as planned on land and development this year.

Fitch is comfortable with this strategy given the company's
liquidity position.  Fitch expects KBH to end fiscal 2014 with
homebuilding unrestricted cash of $300-350 million.

Ratings Sensitivities

Future ratings and Outlooks will be influenced by broad housing
market trends as well as company specific activity, such as trends
in land and development spending, general inventory levels,
speculative inventory activity (including the impact of high
cancellation rates on such activity), gross and net new order
activity, debt levels, free cash flow trends and uses, and the
company's cash position.

KBH's ratings are constrained in the intermediate term because of
relatively high leverage metrics. However, a positive rating
action may be considered if the recovery in housing is
meaningfully better than Fitch's current outlook, KBH shows
continuous improvement in credit metrics, and maintains a healthy
liquidity position. In particular, debt leverage would need to
approach 4x and interest coverage would need to exceed 4x in order
to take a positive rating action.

Negative rating actions could be triggered if the industry
recovery dissipates, if there is a material shortfall in KBH's
financials, and if KBH maintains an overly aggressive land and
development spending program which meaningfully diminishes its
liquidity position (below $300 million).

Fitch currently rates KBH with a Stable Outlook as follows:

-- Issuer Default Rating 'B+';
-- Senior unsecured debt 'B+/RR4'.

The Recovery Rating (RR) of 'RR4' on KBH's senior unsecured notes
indicates average recovery prospects for holders of these debt
issues.  KBH's exposure to claims made pursuant to performance
bonds and joint venture debt and the possibility that part of
these contingent liabilities would have a claim against the
company's assets were considered in determining the recovery for
the unsecured debt holders.  Fitch applied a going concern
valuation analysis for these RRs.


KB HOME: Moody's Rates New Unsecured Notes 'B2'; Outlook Positive
-----------------------------------------------------------------
Moody's assigned a B2 rating to KB Home's proposed unsecured notes
due 2019 and changed the rating outlook to positive from stable.
Moody's also affirmed the company's B2 Corporate Family Rating,
B2-PD probability of default rating, B2 rating on the existing
senior unsecured notes and SGL-2 speculative-grade liquidity
rating. In conjunction with the proposed issuance of $300 million
of unsecured notes, KB Home is proposing to issue $125 million of
common equity. The proceeds from these transactions are expected
to be used for growth initiatives such as land purchases.

The rating outlook was changed to positive from stable because
Moody's expects the company's credit metrics to continue to
improve over the next year as it benefits from increasing demand
for new homes. In addition, the company's willingness to issue
equity shows a commitment to reducing the debt to capitalization
ratio from current levels. The debt leverage will further improve
at the end of this year from the expected reversal of the
valuation allowance against deferred tax assets of around $800
million.

The following rating actions were taken:

Proposed $300 million senior unsecured notes, due 2019, assigned a
B2 (LGD4, 52%);

Existing senior unsecured notes, affirmed at B2 and LGD point
estimate changed to LGD4, 52% from LGD4, 54%;

Corporate Family Rating, affirmed at B2;

Probability of default rating, affirmed at B2-PD;

Senior Unsecured shelf registration, affirmed at (P)B2;

Speculative grade liquidity rating, affirmed at SGL-2;

The rating outlook changed to positive from stable.

Ratings Rationale

The B2 Corporate Family Rating reflects KB Home's elevated pro
forma homebuilding adjusted debt leverage of 79%; moderate
homebuilding adjusted interest coverage of around 1.4x-1.7x
expected in 2014; significant negative cash flow generation, which
is expected to persist in the intermediate term from the
accelerated land spend; and a modest tangible equity base.

At the same time, the ratings incorporate the enhanced liquidity
resulting from the proposed equity and debt offerings, the
company's improving operating performance, and our expectation
that strong new order, backlog and home pricing growth driven by
positive industry fundamentals will solidify the company's credit
profile. Additionally, KB Home's rating is supported by its
balanced geographic footprint, though the company has some
concentration in California. The concentration in California
should aid in the company's recovery given California's current
and forecasted strength.

The SGL-2 rating, which reflects Moody's assessment that KB Home's
liquidity profile will be good over the next 12 months, balances
the company's success in extending debt maturities and raising
growth capital against its aggressive land spend plans and
projected negative cash flow generation. In addition, the SGL-2
considers the company's $200 million unsecured revolving credit
facility that as of February 28, 2014 was fully available. Moody's
projects the company to maintain good headroom under financial
covenants in the credit facility.

The positive rating outlook reflects Moody's expectation that the
company's credit metrics will continue to improve over the next
year as it benefits from increasing demand for new homes. In
addition, the company's willingness to issue equity shows a
commitment to reducing the debt to capitalization ratio from
current levels. The debt leverage will further improve at the end
of this year from the expected reversal of the valuation allowance
against deferred tax assets of around $800 million.

The ratings could be considered for an upgrade if the company
demonstrates consistent profitability and debt leverage below 60%.

Continued losses, weakening liquidity, debt/capitalization above
80% on a sustained basis, deteriorating margins, and/or under
performance vs. the industry on revenue generation could create
downward pressure on the ratings.

The principal methodology used in this rating was the Global
Homebuilding Industry published in March 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 Los Angeles, KB Home is one of the country's
largest homebuilders, with presence in 33 markets and four
geographic regions, including the West, Southwest, Central, and
Southeast. For the last twelve months ended February 28, 2014, the
company's total revenues and consolidated net income were $2.1
billion and $65 million, respectively.


KB HOME: S&P Affirms 'B' CCR & Rates $300MM Unsecured Notes 'B'
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on KB Home.  The outlook is stable.  S&P also
affirmed its 'B' issue-level ratings on KB's Home's existing
senior notes.  S&P's '3' recovery rating on this debt is
unchanged.

At the same time, S&P' assigned a 'B' issue-level rating to the
proposed $300 million senior unsecured notes due 2019.  The
recovery rating is '3', indicating its expectations of meaningful
(50% to 70%) recovery of principal in the event of a default.  KB
Home will use net proceeds from this debt issuance, along with a
$125 million equity sale, to raise cash for land acquisition and
development funding purposes.

"The ratings on KB Home incorporate our view of the homebuilder's
'fair' business risk profile and 'highly leveraged' financial risk
profile," said Standard & Poor's credit analyst George Skoufis.

"Our assessment of a fair business risk profile takes into account
KB Home's homebuilding platform, which is diversified across 10
states and 40 markets, yet has concentrations in Texas, Florida,
and California, and our view that these markets are currently
healthy and should produce good demand for homes.  KB Home should
benefit from its investments in new product and communities (KB
entered 2014 with a higher community count that according to
company guidance could rise 15% to 20% by year end), which we
expect will contribute to revenue growth through higher volume and
average sales prices aided by a higher mix of move-up homes and a
growing contribution from California, leading to higher margins
(which have lagged peers) and improved profitability over the next
two years.  KB Home's capital needs will be high (it invested $1.1
billion in land acquisition and development in 2013) since we
assume greater investment activity in 2014 to achieve expected
growth and put the proposed capital raises to work.  We think this
will result in operating cash flow deficits over the next one to
two years.  Our assessment of a fair business risk profile also
factors in the cyclical industry KB Home operates in that can
result in volatile revenues and profits," S&P said.

"Our stable outlook reflects our view that the recovery in housing
will continue due to favorable supply and demand conditions,
though the recovery may be uneven.  We believe KB Home is
positioned within some of the healthier housing markets, which
along with an improving geographic and product mix should result
in better profitability and key credit measures over the next two
years.  Nevertheless, we expect the company to remain highly
leveraged under our base case but to maintain adequate liquidity
to meet its capital needs," S&P added.

While S&P considers a downgrade unlikely over the near term due to
its expectations for a continuing recovery in housing and revenue
and EBITDA growth, it would lower the rating if operating results
are significantly weaker than what it has assumed or if liquidity
becomes constrained.

An upgrade is unlikely over the next 12 months due to S&P's
expectation that leverage will remain high during the forecast
period.  However, S&P would consider raising the rating if KB Home
exceeds our forecast and its debt to EBITDA declines to the 4x to
5x area.


KB IMPORTADORA: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: KB Importadora, Inc.
        PO Box 570
        Bajadero, PR 00616

Case No.: 14-02155

Chapter 11 Petition Date: March 20, 2014

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

Judge: Hon. Edward A Godoy

Debtor's Counsel: Homel Antonio Mercado Justiniano, Esq.
                  URB SULTANA
                  75 Calle Malaga
                  Mayaguez, PR 00680
                  Tel: (787)831-2577
                  Fax: (787)805-7350
                  Email: hmjlaw2@gmail.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Bernardo Sureda Valeyron, president.

A list of the Debtor's 19 largest unsecured creditors is available
for free at http://bankrupt.com/misc/prb14-2155.pdf


KCD IP: Moody's Lowers Rating on Asset-Backed Notes to B3(sf)
-------------------------------------------------------------
Moody's Investors Service has downgraded asset-backed notes issued
by KCD IP, LLC to B3(sf). The notes are secured by royalty
payments from Kenmore, Craftsman and DieHard trademarks. Sears
Holdings Corporation (Sears), the original owner of the
trademarks, transferred them to a bankruptcy-remote special-
purpose entity, KCD IP, LLC that issued the notes. KCD IP LLC has
licensed the trademarks to subsidiaries of Sears: Sears, Roebuck
and Co. and Kmart.

The complete rating action is as follows:

Issuer: KCD IP, LLC

Cl. A, Downgraded to B3 (sf); previously on Jan 16, 2014 B2 (sf)
Placed Under Review for Possible Downgrade

Ratings Rationale

The downgrade reflects the accelerating negative performance of
Sears' domestic business. Falling sales across many key product
categories, the declining comparable-store sales and large
operating losses prompted us to downgrade Sears' Corporate Family
Rating to Caa1 from B3. The continued declines in the overall
revenue and the disclosure by Sears of weakness in the home
appliance businesses throughout 2013 increases the risk of revenue
declines for the KCD bonds.

There is a high degree of linkage between the credit quality of
Sears and the credit quality of the KCD transaction. The royalty
revenue for the securitization depends on the sales generated by
the securitized brands and on the operating performance of Sears.
KCD has licensing agreements with Sears' subsidiaries, Sears,
Roebuck and Co. and Kmart to receive royalties as a percentage of
all domestic net sales of Kenmore, Craftsman and DieHard products.
These two store chains account for nearly all sales of the
securitized brands. In addition, a subsidiary of Sears, Sears
Brands Business Unit Corporation, is responsible for servicing the
three brands and another subsidiary of Sears, Sears Reinsurance
Company Ltd., is the sole noteholder in this transaction.

Methodology underlying the Rating Action:

The principal methodology used in this rating was "Moody's
Approach to Rating Intellectual Property ABS" publsihd in December
2013.

Factors that would lead to an upgrade or downgrade of the rating:

KCD's revenue is strongly linked to the business performance of
Sears. Rating could be upgraded if Sears' efforts to transform its
business lead to higher sales and improved operating margins.


KENNEDY-WILSON INC: S&P Rates New $250MM Sr. Unsecured Notes 'BB-'
------------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB-'
issue rating on Beverly Hills, Calif.-based Kennedy-Wilson Inc.'s
proposed $250 million senior unsecured notes due in April 2024.
At the same time, S&P affirmed its 'BB-' issuer credit rating on
Kennedy-Wilson Holdings Inc.  The outlook remains stable.

"Our ratings on Kennedy-Wilson, a commercial real estate
investment and services firm, reflect the company's concentration
in CRE, its rapid growth, and its improving but still moderate
cash flow coverage of interest expenses," said Standard & Poor's
credit analyst Brendan Browne.  "The company's solid investment
performance, strong niche position serving financial institutions,
and conservative financial management support the rating."

S&P expects the company to use the proceeds from the notes to
continue to build on its growth strategy, which is to invest in
multifamily and commercial properties, as well as loans secured by
real estate.

The stable outlook reflects S&P's expectation that the company
will continue to expand fairly quickly in 2014 without any major
missteps or investment losses.  S&P believes it will continue to
conservatively manage its liquidity and leverage and gradually
increase revenues from asset management fees and rental income
relative to its debt.


LCI HOLDING: IRS Loses Bid to Tap Sale Funds for $24M Tax Claim
---------------------------------------------------------------
Law360 reported that a Delaware federal judge dismissed an appeal
of LifeCare Holdings Inc.'s $320 million bankruptcy sale to
Carlyle Group LP, stymieing the U.S. government's bid to realize
its $24 million tax claim from the sale proceeds.

According to the report, affirming the findings of the bankruptcy
court, U.S. District Court Judge Sue L. Robinson rejected the
government's argument that approval of the sale and a related
settlement violated the Bankruptcy Code because they gave the
Internal Revenue Service nothing for its administrative claim yet
set aside funds for other claims.

                          About LifeCare

LCI Holding Company, Inc., and its affiliates, doing business as
LifeCare Hospitals, operate eight "hospital within hospital"
facilities and 19 freestanding facilities in 10 states.  The
hospitals have about 1,400 beds at facilities in Louisiana, Texas,
Pennsylvania, Ohio and Nevada.  LifeCare is controlled by Carlyle
Group, which holds 93.4% of the stock following a
$570 million acquisition in August 2005.

LCI Holding Company, Inc., and its affiliates, including LifeCare
Holdings Inc., sought Chapter 11 protection (Bankr. D. Del. Lead
Case No. 12-13319) on Dec. 11, 2012, with plans to sell assets to
secured lenders.

The Debtors are represented by Anthony W. Clark, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, in Wilmington, Delaware;
Kenneth S. Ziman, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York; and Felicia Gerber Perlman, Esq., and Matthew N.
Kriegel, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
Chicago, Illinois.  Rothschild Inc. is the financial advisor.
Huron Management Services LLC will provide the Debtors an interim
chief financial officer and certain additional personnel; and (ii)
designate Stuart Walker as interim chief financial officer.

The steering committee of lenders is represented by attorneys at
Akin Gump Strauss Hauer & Feld LLP and Blank Rome LLP.  The agent
under the prepetition and postpetition secured credit facility is
represented by Simpson Thacher & Barlett LLP.

The Debtors disclosed assets of $422 million and liabilities
totaling $575.9 million as of Sept. 30, 2012.  As of the
bankruptcy filing, total long-term obligations were $482.2 million
consisting of, among other things, institutional loans and
unsecured subordinated loans.  A total of $353.4 million is owing
under the prepetition secured credit facility.  A total of
$128.4 million is owing on senior subordinated notes.  LifeCare
Hospitals of Pittsburgh, LLC, a debtor-affiliate disclosed
$24,028,730 in assets and $484,372,539 in liabilities as of the
Chapter 11 filing.

The Official Committee of Unsecured Creditors is represented by
Pachulski Stang Ziehl & Jones LLP.  FTI Consulting, Inc., serves
as its financial advisor.


LIBERTY MEDICAL: Blames Bankruptcy on Former Owner Medco
--------------------------------------------------------
Law360 reported that bankrupt Liberty Medical Supply Inc. launched
an adversary suit alleging that former owner Medco Health
Solutions Inc. breached the terms of their 2012 sale agreement,
costing Liberty tens of millions of dollars and spurring its quick
decent into Chapter 11.

According to the report, Liberty contends its 2013 bankruptcy
filing was necessary because Medco had misrepresented the finances
of Polymedica Corp., which included the Liberty Medical business,
and overstated the value of its assets before Liberty management
bought the company for $30 million in December 2012.

                      About Liberty Medical

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

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

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

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


MERIDIAN SUNRISE: Hedge Funds Barred From Voting on Plan
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that hedge funds that purchased a secured claim were
ineligible to vote on a reorganization plan in view of a provision
in the loan agreement limiting who could acquire the loan.

The loan agreement provided that that lender's rights could be
transferred only to an "eligible assignee," defined as an
affiliate of the original bank lender or "any commercial bank,
insurance company, financial institution or institutional lender,"
according to the report.

U.S. District Judge Ronald B. Leighton in Tacoma, Washington, said
the provision was included so the loan couldn't be purchased by a
"predatory investors," the report related.  The hedge funds argued
that "financial institutions" meant "any entity that manages
money." Judge Leighton rejected the argument, saying the loan
provision "would have no limiting effect at all."

For violating the loan documents, Judge Leighton said the hedge
funds were barred from voting on the Chapter 11 plan, the report
further related.

Even if they could have voted, the result was the same, the report
said.  The two hedge funds were put in a class with other lenders.
Although the loan was owned by two hedge funds, Judge Leighton
said they were entitled only to one vote, and thus couldn't vote
down the other lenders constituting a majority.

The case is Meridian Sunrise Village LLC v. NB Distressed Debt
Investment Fund Ltd. (In re Meridian Sunrise Village LLC), 13-cv-
05503, U.S. District Court, Western District of Washington
(Tacoma).

                About Meridian Sunrise Village LLC

Meridian Sunrise Village LLC filed a Chapter 11 petition (Bankr.
W.D. Wash. Case No. 13-40342) in Tacoma, Washington, on Jan. 18,
2013.  The Debtor, a single asset real estate under 11 U.S.C. Sec.
101(51B), disclosed $70.6 million in total assets and
$65.9 million in total liabilities in its schedules.  James L.
Day, Esq., and Christine M. Tobin-Presser, Esq., at Bush Strout &
Kornfeld LLP represent the Debtor.

The Debtor owns the property known as the New Meridian Sunrise
Village in 10507 156th St. E. Puyallup, Washington.  The Debtor
has valued the property at $70 million, which property secures
debt of $64.4 million to U.S. Bank, National Association.  A copy
of the schedules attached to the petition is available at
http://bankrupt.com/misc/wawb13-40342.pdf

Alan D. Smith -- ADSmith@perkinscoie.com -- and Brian A. Jennings,
WSBA -- BJennings@perkinscoie.com -- at Perkins Coie, LLP
represent U.S. Bank National Association, as administrative agent.

James L. Day, Esq., and Christine M. Tobin-Presser, Esq., at Bush
Strout & Kornfeld LLP, in Seattle, represent the Debtor in its
restructuring effort.


METRO AFFILIATES: Exclusive Plan Filing Period Extended to May 5
----------------------------------------------------------------
The Hon. Sean H. Lane of the U.S. Bankruptcy Court for the
Southern District of New York has extended, at the behest of Metro
Affiliates, et al., (a) the exclusive period to file a Chapter 11
plan for each Debtor through and including May 5, 2014, and (b)
the exclusive period to solicit acceptances of a Plan for each
Debtor through and including July 7, 2014.2

Lisa G. Beckerman, Esq., at Akin Gump Strauss Hauer & Feld LLP,
the attorney for the Debtors, stated in a filing dated Feb. 18,
2014, that the Debtors and their professionals have primarily been
focused on negotiating and closing 21 sale transactions for the
benefit of the Debtors' stakeholders, and have not yet had the
opportunity to focus their efforts on negotiating the terms of a
liquidating Plan or preparing adequate information in connection
with solicitation of a Plan.  Aside from the various negotiations
with respect to the sale transactions, the Debtors have been
focused on, among other things, preparing their schedules of
assets and liabilities and statements of financial affairs,
responding to the Committee?s due diligence requests, and
responding to numerous motions and informal requests to lift the
automatic stay.

The Debtors are working with counsel to Wells Fargo Bank, National
Association, as their debtor-in-possession lender; counsel the
Bank of New York Mellon, as the indenture trustee for their senior
secured notes due 2017; counsel to Wayzata Investment Partners LLC
and its affiliates, as the largest holder of the senior secured
notes, and counsel to the Committee of Unsecured Creditors on the
terms and conditions of constructing a path towards a liquidating
Plan.  According to the Debtors, discussions have been productive,
and the parties are working tirelessly to reach consensus on the
best path forward to maximize value for all stakeholders.  The
Debtors are optimistic that these discussions will ultimately bear
fruit, and thus require an extension of their Exclusive Periods to
shepherd those discussions toward resolution.

                       About Metro Affiliates

Staten Island, New York-based Metro Affiliates, Inc., and its
subsidiaries sought protection under Chapter 11 of the Bankruptcy
Code on Nov. 4, 2013 (Bankr. S.D.N.Y. Case No. 13-13591).  The
case is assigned to Judge Sean Lane.  In its schedules, Metro
Affiliates disclosed $14,438,351 in total assets and $163,562,007
total liabilities.

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

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

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

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

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


METRO AFFILIATES: Has Until June 2 to Decide on Leases
------------------------------------------------------
The Hon. Sean H. Lane of the U.S. Bankruptcy Court for the
Southern District of New York has extended, at the behest of Metro
Affiliates, et al., the time within which the Debtors must assume
or reject unexpired leases of nonresidential real property through
and including June 2, 2014.

The Debtors are party to a number leases of nonresidential real
property that have not already been the subject of a notice of
assumption or rejection in these Chapter 11 cases.  The Unexpired
Leases include, among others, various commercial real estate
leases and real property subleases located throughout New York,
Pennsylvania, New Jersey, Massachusetts and California.  The
Debtors are, among other things, storing various vehicles on the
properties located in New Jersey, New York and Massachusetts.
With respect to the Unexpired Leases located in California, the
Debtors are required, under the terms of the sale transaction
between the Debtors and Student Transportation of America,
Inc., to maintain various leases whereby Atlantic Express of
California, Inc. and Atlantic Express of LA, Inc. lease or
sublease real property.  The Debtors intend to assume and assign
the Unexpired Lease located in Pennsylvania pursuant to the terms
of the sale transaction between the Debtors and National Express
Corporation which is expected to close on Feb. 28, 2014.  Out of
an abundance of caution, the Debtors have included the Thompson
Lease.

The STA Transaction was authorized pursuant to the court order
(i) authorizing the sale of certain assets to Student
Transportation and the Debtors' entry into a certain management
services agreement; (ii) authorizing the assumption and assignment
of certain contracts to Student Transportation; and (iii) granting
related relief.

The NEC Transaction was authorized pursuant to the court order (i)
authorizing the sale of certain assets to National Express; (ii)
authorizing the assumption and assignment of certain contracts to
National Express; and (iii)gGranting related relief.

                       About Metro Affiliates

Staten Island, New York-based Metro Affiliates, Inc., and its
subsidiaries sought protection under Chapter 11 of the Bankruptcy
Code on Nov. 4, 2013 (Bankr. S.D.N.Y. Case No. 13-13591).  The
case is assigned to Judge Sean Lane.  In its schedules, Metro
Affiliates disclosed $14,438,351 in total assets and $163,562,007
total liabilities.

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

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

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

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

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


MF GLOBAL: Execs Again Duck Breach of Fiduciary Duty Claims
-----------------------------------------------------------
Law360 reported that a New York federal judge refused to revisit
his February decision tossing breach of fiduciary duty claims from
a class action against bankrupt MF Global Inc.'s former top brass,
ruling again that the plaintiffs had waived those claims.

According to the report, in a 15-page order, U.S. District Judge
Victor Marrero denied a motion for reconsideration brought by the
plaintiffs, MF Global customers who accuse former CEO Jon Corzine
and others of lying about a $1.6 billion shortfall in customer
funds before the firm's 2011 collapse.

The case is Deangelis v. Corzine et al., Case No. 1:11-cv-07866
(S.D.N.Y.).

                         About MF Global

New York-based MF Global -- http://www.mfglobal.com/-- was one of
the world's leading brokers of commodities and listed derivatives.
MF Global provides access to more than 70 exchanges around the
world.  The firm also was one of 22 primary dealers authorized to
trade U.S. government securities with the Federal Reserve Bank of
New York.  MF Global's roots go back nearly 230 years to a sugar
brokerage on the banks of the Thames River in London.

On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance
USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y.
Case Nos. 11-15059 and 11-5058), after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.

On Nov. 7, 2011, the United States Trustee appointed the statutory
creditors' committee in the Debtors' cases.  At the behest of the
Statutory Creditor's Committee, the Court directed the U.S.
Trustee to appoint a chapter 11 trustee.  On Nov. 28, 2011, the
Bankruptcy Court entered an order approving the appointment of
Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC,
as Chapter 11 trustee.

On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services
LLC and MF Global FX Clear LLC filed voluntary Chapter 11
petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and
11-15810).  On Dec. 27, the Court entered an order installing Mr.
Freeh as Chapter 11 Trustee of the New Debtors.

On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr.
Freeh also was installed as its Chapter 11 Trustee.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.

The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan
LLP, as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.

The Official Committee of Unsecured Creditors has retained
Capstone Advisory Group LLC as financial advisor, while lawyers at
Proskauer Rose LLP serve as counsel.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

In April 2013, the Bankruptcy Court approved MF Global Holdings'
plan to liquidate its assets.  Bloomberg News reported that the
court-approved disclosure statement initially told
creditors with $1.134 billion in unsecured claims against the
parent holding company why they could expect a recovery of 13.4%
to 39.1% from the plan.  As a consequence of a settlement with
JPMorgan, supplemental materials informed unsecured creditors
their recovery was reduced to the range of 11.4% to 34.4%.  Bank
lenders will have the same recovery on their $1.174 billion claim
against the holding company.  As a consequence of the settlement,
the predicted recovery became 18% to 41.5% for holders of $1.19
billion in unsecured claims against the finance subsidiary,
one of the companies under the umbrella of the holding company
trustee.  Previously, the predicted recovery was 14.7% to 34% on
bank lenders' claims against the finance subsidiary.


MICHAEL GROVER: 37' Silverton Powerboat to Be Sold April 4
----------------------------------------------------------
Portland Yacht Services, Inc. will sell at public auction on
April 4, 2014 at 1:00 p.m. at the offices of Portland Yacht
Services located at 58 Fore Street, Portland, Maine, a vessel
owned by Michael Grover which is a 37' Silverton powerboat known
as "Summer Breeze."  The property will be sold to the highest
bidder "as is" with no representations made as to warranty of any
kind.

The sale is being made pursuant to the Maine Marina and Boatyard
Storage Act, Judgment dated August 15, 2011, and Relief of Stay in
the U.S. Bankruptcy Court dated February 7, 2014.

Portland Yacht Services reserves the right to bid on the vessel in
an amount not less than the value of its lien. The successful
bidder will be required to tender the entire purchase price or
$5,000.00 in cash or certified funds and have the remainder of the
balance paid and the vessel removed from the property within seven
days of the auction. Vessel owner retains the right of redemption
prior to the auction and Portland Yacht Services, Inc. retains the
right to cancel the auction at any time.

Interested parties may contact Portland Yacht Services, Inc.
through its attorney:

     Benjamin E. Ford, Esq.
     VERRILL DANA, LLP
     One Portland Square
     Portland, ME 04101
     Tel: (207)774-4000
     E-mail: bford@verrilldana.com


MILACRON HOLDINGS: S&P Affirms 'B' CCR; Outlook Stable
------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B'
corporate credit rating on Cincinnati, Ohio-based plastics
processing machinery, mold technologies, and metal working fluids
provider Milacron Holdings Inc. (Milacron).  The outlook is
stable.

At the same time, S&P affirmed its 'B' issue ratings on the
company's senior secured credit facility due 2020, which includes
the $100 million add-on and the senior secured notes due 2019.
The recovery rating on the credit facility and the senior secured
notes is '3', indicating S&P's expectation for a meaningful
recovery (50%-70%) in a default scenario.  S&P also affirmed its
'B-' issue rating on the company's $465 million senior unsecured
notes due 2021.  The recovery rating on this debt is '5',
indicating its expectation for a modest recovery (10%-30%) in a
payment default scenario.  Milacron LLC is the borrower under the
credit facility and notes.

The rating on Milacron reflects the company's "highly leveraged"
financial risk and "weak" business risk profile.  Milacron's
"weak" business risk profile stems from its participation in the
highly cyclical and competitive global plastics technology
solutions market and its exposure to volatile raw material costs.
These factors are partly offset by the company's well-established
global market positions, broad product portfolio, large installed
base, and brand recognition.

"The stable outlook reflects our expectation that Milacron's
credit measures will remain relatively steady in 2014, and debt to
EBITDA will likely remain above 5x and FFO to total debt will
likely remain below 12% over the next 12-18 months," said Standard
& Poor's credit analyst Carol Hom.

S&P could lower the rating if a decline in industrial production
and utilization with key customers, such as packaging companies,
cause the company's revenues to contract by more than 10%, margins
to fall to less than 13%, and leverage exceeds 6x for an extended
period.

S&P could raise the rating if the company is able to sustain its
growth, maintain margins at 20% or higher, and reduce debt, such
that leverage improves to less than 5x and FFO to total debt
increases to more than 12%.  S&P would also review whether
financial policies would support a more conservative financial
profile.


MMODAL INC: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

     Debtor                                   Case No.
     ------                                   --------
     Legend Parent, Inc.                      14-10701
     5000 Meridian Boulevard, Suite 200
     Franklin, TN 37067

     MModal Holdings, Inc.                    14-10700

     MModal Inc.                              14-10703

     Multimodal Technologies, LLC             14-10704

     MModal CB Inc.                           14-10706

     Poiesis Informatics, Inc.                14-10705

     MModal MQ Inc.                           14-10709

     MModal Systems & Services Inc.           14-10708

     Mirrus Systems Inc.                      14-10707

     MedQuist of Delaware, Inc.               14-10710

     MModal IP LLC                            14-10713

     MModal Services, Ltd.                    14-10711

     MedQuist CM LLC                          14-10714

     All Type Medical Transcription           14-10712
     Services, Inc.

Type of Business: The Company, which is headquartered in Franklin,
                  Tennessee, provides clinical documentation
                  solutions for the U.S. healthcare industry and
                  provides a comprehensive suite of products and
                  services to its customers, including clinical
                  narrative capture services, Speech and Language
                  UnderstandingTM technology, and clinical
                  documentation workflow solutions.

Chapter 11 Petition Date: March 20, 2014

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Hon. Robert E. Gerber

Debtors' Counsel: Allan S. Brilliant, Esq.
                  Shmuel Vassar, Esq.
                  Jeffrey T. Mispagel, Esq.
                  DECHERT LLP
                  1095 Avenue of the Americas
                  New York, NY 10036
                  http://www.dechert.com/
                  Tel: 212-698-3500
                  Fax: 212-698-3599
                  Email: shmuel.vasser@dechert.com
                         allan.brilliant@dechert.com
                         jeffrey.mispagel@dechert.com

Debtors'
Restructuring
Advisors:         David Coles
                  William Holden
                  ALVAREZ & MARSAL NORTH AMERICA, LLC
                  600 Madison Avenue, 8th Floor
                  New York, NY 10022
                  http://www.alvarezandmarsal.com/
                  Tel: 212-759-4433
                  Fax: 212-759-5532
                  Email: dcoles@alvarezandmarsal.com

Debtors'          KLESTADT & WINTERS LLP
Conflict
Counsel:

Debtors'          LAZARD FRERES & CO. LLC
Investment
Banker:

Debtors' Claims   PRIME CLERK LLC
and Noticing
agent:

Debtors' Tax      DELOITTE TAX LLP
Advisors:

Debtors'          KPMG LLP
Auditors:

Debtors' Consolidated Assets: $626.81 million

Debtors' Consolidated Debts: $876.27 million

The petitions were signed by David Woodworth, chief financial
officer.

Consolidated List of Debtors' 30 Largest Unsecured Creditors:

   Entity                         Nature of Claim   Claim Amount
   ------                         ---------------   ------------
US Bank NA                         Notes            $265,900,000
Corporate Trust Dept
214 N Tryon St 27th Floor
Charlotte, NC 28202
EMAIL: james.mcginley@usbank.com

Advanced Media Incorporated        Deferred         $2,200,455
Attn President or General Counsel  Acquistion
6F Sunshine City Bunlea            Payments
Kaikan 3-1-4 Higashi-
Ikebukuro, Tokyo, 170-8630
Japan
Email: privacy@advanced-media.co.jp
Fax: (801) 226-51481378
Tel: (801) 655-2595

Cigna Voluntary                     Trade           $1,500,000
Attn President or General Counsel
2222 W Dunlap Ave, Suite 350
Phoenix, AZ 85021-2866
Email: edwin.detrick@cigna.com
Fax: 800-390-9745
Tel: 800-244-6224

Meridian Healthcare                 Deferred        $650,000
Solutions LLC                       Acquisition
Attn President or General Counsel   Payments
6430 E.75th Street
Indianapolis, IN 46250
Fax: (317) 638-1843
Tel: (317) 686-3253

Alex Waibel                          Deferred       $645,252
3422 Lashan Dr                       Aquisition
Murrysville, PA 15668                Payments

Centurylink                          Trade Debt     $591,847
Attn President or General Counsel
100 CenturyLink Drive
Monroe, LA 71203
Email: TalkToUs@CenturyLink.com
Fax: 1.866.826.4839
Tel: 800-871-9244

Jeremy Richardson                    Deferred       $579,400
5000 Meridian Blvd.Suite 200         Aquisition
Franklin, TN 37067                   Payments

David Lionetti                       Deferred       $579,400
5000 Meridian Blvd., Suite 200       Acquisition
Franklin, TN 37067                   Payments
Email: david.lionetti@mmodal.com

United Health Care Insurance Co.     Trade Debt     $500,000
Attn President or General Counsel
22703 Network Place
Chicago, IL 60673-1227
Email: Robert_W_Oberrender@UHC.com
Fax: (860)702-5792
Tel: 877-842-3210

Sungard Availability                 Lease          $399,857
Services LP
Attn President or General Counsel
680 East Swedesford Road
Wayne, PA 19087
Email: as.accounts_payable@sungard.com
Fax: 1 610-225-1133
Tel: 484-582-2000

Naomi Waibel                         Deferred       $332,387
3422 Lashan DR.                      Acquisition
Murrysville, PA 15668                Payments

Salesforce.com                       Trade Debt     $250,756
Attn President or General Counsel
PO BOX 203141
DALLAS, TX 75320-3141
EMAIL: info@emea.salesforce.com
FAX: 415-901-7040
TEL: 800-667-6389

John Huffman                         Deferred       $244,400
                                     Acquisition
                                     Payments

Cigna Health and Life                Trade          $231,710
Insurance Company                    Debt

Liberty Mutual Insurance             Trade          $230,298
Company                              Debt

Eric Carraux                         Deferred       $142,489
                                     Acquisition
                                     Payments

Crowne Plaza Astor                   Trade Debt     $124,497

Monik A. Woszcyna                    Deferred       $98,768
                                     Acquisition
                                     Payments

NIH Research & Consulting            Trade Debt     $90,000
LLC

Futurenet Technologies Corp          Trade Debt     $76,000

AVFX Inc.                            Trade Debt     $74,344

Oracle Corporation                   Trade Debt     $74,316

Schedule Source Inc.                 Trade Debt     $73,080

LCFRE Nashville Carothers, L.P.      Lease          $72,204

Lightower Fiber Networks             Trade Debt     $69,799

Kjell Schubert                       Deferred       $65,845
                                     Acquisition
                                     Payments

Novation LLC                         Trade Debt     $59,322

Interfix LLC                         Trade Debt     $59,203

NTHDegree                            Trade Debt     $56,000

Medassets Inc.                       Trade Debt     $54,500


MMODAL INC: Seeks Approval of First Day Motions
-----------------------------------------------
MModal Inc. and its affiliates have sought bankruptcy protection
less than two years after being acquired by One Equity Partners V,
L.P. in a $1.14 billion going private transaction.

The transaction in August 2102 was financed by a combination of
debt and equity, including an equity contribution from OEP of
approximately $447 million.

As of the bankruptcy filing, the Debtors have $75 million
outstanding under a fully drawn revolving facility $424.6 million
in principal amount outstanding under a term loan provided by
lenders and Royal Bank of Canada, the administrative agent.  The
Debtors also have $250 million outstanding in senior unsecured
notes, under which U.S. Bank National Association serve as trustee
under the indenture.  The Debtors' prepetition funded indebtedness
under the credit facility and the indenture was incurred in
connection with the financing for the transaction.

Anticipating the need to restructure its balance sheet, the
company hired restructuring advisors in the fourth quarter of
2013.  In addition, the company began negotiating and exploring
strategic alternatives with certain holders of Notes and certain
lenders under the credit facility.  These negotiations are on-
going, according to a court filing.

During the 30-day period following the Petition Date, the
Debtors expect cash receipts of $28 million and disbursements of
$22 million.

Within the 30-day period following the Petition Date, the Debtors
expect payments to employees to total $10.3 million and payments
to officers and stockholders to total $471,000.

                        First-Day Motions

To minimize the adverse effects of their chapter 11 bankruptcy
filing on their business and employees, the Debtors are seeking
approval of various first day motions, including requests to:

   -- honor certain prepetition customer programs;

   -- pay certain prepetition taxes;

   -- pay prepetition wages and salaries;

   -- maintain their cash management system;

   -- establish a bar date for payment of administrative expense
      claims under 11 U.S.C. Section 503(b)(9);

   -- utilize cash collateral pursuant to 11 U.S.C. Sec. 363;

   -- extending the time to file schedules and statements and
      reports of financial information by 39 calendar days,
      through and including April 28, 2014;

   -- establish procedures for transfers of or claims of worthless
      stock deductions; and

   -- prohibit utility companies from discontinuing service.

A hearing on the first day motions was held on March 20, 2014,
before the Honorable Robert E. Gerber.

                          About M*Modal

Headquartered in Franklin, Tennessee, M*Modal provides clinical
documentation solutions for the U.S. healthcare industry.  It has
operations in six countries and employs more than 9,900 employees,
most of whom are medical transcriptionists or medical editors.

M*Modal generated $411 million in revenue and $85.6 million in
Adjusted Earnings Before Interest, Taxes, Depreciation and
Amortization ("AEBITDA") in 2013, representing a decrease from
$452.8 million in revenue and $96.9 million in AEBITDA in 2012 and
$443.9 million in revenue and $118.1 million in AEBITDA in 2011.

M*Modal, a medical-services company owned by J.P. Morgan Chase
Co.'s private-equity arm, filed for Chapter 11 bankruptcy
protection, following a decline in sales and mounting debt.

MModal disclosed $627 million in total assets and $876 million in
total liabilities as of Feb. 28, 2014.

Legend Parent Inc. and other M*Modal entities, including MModal
Inc., sought bankruptcy protection (Bankr. S.D.N.Y. Lead Case No.
14-10701) on March 20, 2014.

The Debtors have tapped Dechert LLP as attorneys, Alvarez & Marsal
North America, LLC, as restructuring advisor, Lazard Freres & Co
LLC as investment banker, Deloitte Tax LLP as tax advisor, and
Prime Clerk LLC as claims and noticing agent, and administrative
advisor.

Committees have been organized prior to the Petition Date:

   A. The Steering Committee for Secured Lenders under the
      Prepetition Credit Agreement is represented by:

         Richard Levy, Esq.
         LATHAM & WATKINS LLP
         233 South Wacker Drive, Suite 5800
         Chicago, IL 60606

   B. Ad Hoc Committee of certain unaffiliated holders of
      (i) the Term B loan under the Prepetition Credit Agreement
      and (ii) Notes issued under the Indenture is represented by:

         Michael Stamer, Esq.
         James Savin, Esq.
         AKIN GUMP STRAUSS HAUER & FELD LLP
         One Bryant Park
         Bank of America Tower
         New York, NY 10036-6745


MMODAL INC: Proposes to Use Cash Collateral
-------------------------------------------
MModal Inc. and its affiliates ask the U.S. Bankruptcy for the
Southern District of New York for authorization to use cash
collateral.

The Debtors ask the Court to hold an interim hearing to consider
entry of an interim order, among other things, authorizing the
Debtors, on an interim basis, to use cash collateral up to an
aggregate principal amount not to exceed $23.8 million.  The
Debtors want a final hearing during the week of April 14, 2014.

As of the bankruptcy filing, the Debtors have $75 million
outstanding under a fully drawn revolving facility $424.6 million
in principal amount outstanding under a term loan provided by
lenders and Royal Bank of Canada, the administrative agent.

The obligations under the prepetition credit facility are secured
by security interests in and liens on certain of the Debtors'
property.  The Debtors, other than MModal Holdings, Inc., have
also pledged either 100% or 65% of the equity interests in their
subsidiaries, including certain of their foreign non-debtor
subsidiaries, to the prepetition agent.

The Debtors propose to grant adequate protection to the
prepetition secured parties with respect to, inter alia, all use
and diminution in value of their collateral.  The Debtors will
provide adequate protection liens on all unencumbered properties,
which include MModal Holdings Inc.'s equity in Legend Parent,
Inc., 35% of the equity in the Debtors' non-debtor foreign
subsidiaries and post petition income.  The Debtors will also
provide an allowed superpriority claim pursuant to Section 507(b)
of the Bankruptcy Code.

                          About M*Modal

Headquartered in Franklin, Tennessee, M*Modal provides clinical
documentation solutions for the U.S. healthcare industry.  It has
operations in six countries and employs more than 9,900 employees,
most of whom are medical transcriptionists or medical editors.

M*Modal, a medical-services company owned by J.P. Morgan Chase
Co.'s private-equity arm, filed for Chapter 11 bankruptcy
protection, following a decline in sales and mounting debt.

MModal disclosed $627 million in total assets and $876 million in
total liabilities as of Feb. 28, 2014.

Legend Parent Inc. and other M*Modal entities, including MModal
Inc., sought bankruptcy protection (Bankr. S.D.N.Y. Lead Case No.
14-10701) on March 20, 2014.

The Debtors have tapped Dechert LLP as attorneys, Alvarez & Marsal
North America, LLC, as restructuring advisor, Lazard Freres & Co
LLC as investment banker, Deloitte Tax LLP as tax advisor, and
Prime Clerk LLC as claims and noticing agent, and administrative
advisor.

A Steering Committee for Secured Lenders under the Prepetition
Credit Agreement is represented by Richard Levy, Esq., at Latham &
Watkins LLP.  An Ad Hoc Committee of certain unaffiliated holders
of (i) the Term B loan under the Prepetition Credit Agreement and
(ii) Notes issued under the Indenture is represented by Michael
Stamer, Esq., and James Savin, Esq., at Akin Gump Strauss Hauer &
Feld LLP.


MMODAL INC: Hiring Prime Clerk as Claims & Noticing Agent
---------------------------------------------------------
MModal Inc. and its affiliates ask the U.S. Bankruptcy for the
Southern District of New York for approval to hire Prime Clerk LLC
as claims and noticing agent.

Although the Debtors have not yet filed their schedules of assets
and liabilities, they anticipate that there will be approximately
12,000 entities to be noticed.

Prime Clerk represents that it is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code with
respect to the matters upon which it is engaged.

For its claims and noticing services, Prime Clerk will charge the
Debtors at these hourly rates:

                                    Hourly Rate
                                    -----------
     Case Manager                      $45
     Technology Consultant            $125
     Consultant                       $135
     Senior Consultant                $165
     Director                         $190

For the firm's solicitation, balloting and tabulation services,
the rates are:

                                    Hourly Rate
                                    -----------
     Solicitation Analyst             $200
     Director of Solicitation         $225

The firm will charge $0.10 per page for printing, $0.10 per page
for fax noticing and no charge for e-mail noticing.  Hosting of
the case Web site -- http://cases.primeclerk.com/mmodal-- is
free of charge.  The firm's on-line claim filing services is free
of charge.

Prior to the Petition Date, the Debtors provided Prime Clerk a
retainer in the amount of $25,000.

The claims agent can be reached at:

         PRIME CLERK LLC
         830 3rd Avenue, 9th Floor
         New York, NY 10022
         Attn: Shai Waisman
         Tel: (212) 257-5450
         E-mail: swaisman@primeclerk.com

                          About M*Modal

Headquartered in Franklin, Tennessee, M*Modal provides clinical
documentation solutions for the U.S. healthcare industry.  It has
operations in six countries and employs more than 9,900 employees,
most of whom are medical transcriptionists or medical editors.

M*Modal, a medical-services company owned by J.P. Morgan Chase
Co.'s private-equity arm, filed for Chapter 11 bankruptcy
protection, following a decline in sales and mounting debt.

MModal disclosed $627 million in total assets and $876 million in
total liabilities as of Feb. 28, 2014.

Legend Parent Inc. and other M*Modal entities, including MModal
Inc., sought bankruptcy protection (Bankr. S.D.N.Y. Lead Case No.
14-10701) on March 20, 2014.

The Debtors have tapped Dechert LLP as attorneys, Alvarez & Marsal
North America, LLC, as restructuring advisor, Lazard Freres & Co
LLC as investment banker, Deloitte Tax LLP as tax advisor, and
Prime Clerk LLC as claims and noticing agent, and administrative
advisor.

A Steering Committee for Secured Lenders under the Prepetition
Credit Agreement is represented by Richard Levy, Esq., at Latham &
Watkins LLP.  An Ad Hoc Committee of certain unaffiliated holders
of (i) the Term B loan under the Prepetition Credit Agreement and
(ii) Notes issued under the Indenture is represented by Michael
Stamer, Esq., and James Savin, Esq., at Akin Gump Strauss Hauer &
Feld LLP.


MMODAL INC: Moody's Cuts PDR to 'D-PD' Over Bankruptcy Filing
-------------------------------------------------------------
Moody's Investors Service downgraded MModal Inc.'s Probability of
Default rating ("PDR") to D-PD from Ca-PD. The downgrade was
prompted by MModal's announcement that it has filed for Chapter 11
bankruptcy protection.

Downgrades:

Issuer: MModal Inc.

Probability of Default Rating, Downgraded to D-PD from Ca-PD

Ratings Rationale

Moody's will subsequently withdraw all ratings due to MModal's
bankruptcy filing.

                          Previous Action

In a previous ratings release, Moody's downgraded MModal's debt
ratings, including the Corporate Family rating ("CFR") to Caa3
from Caa1, the Probability of Default rating ("PDR") to Ca-PD from
Caa1-PD, the senior secured ratings to Caa2 from B2 and the senior
unsecured rating to C from Caa3. The ratings outlook was revised
to stable from negative.  The downgrade was prompted by Moody's
expectation that continuing deterioration in sales and liquidity
will lead to a restructuring of the debt capital structure in the
near term.

Downgrades:

Issuer: MModal Inc.

Corporate Family Rating, Downgraded to Caa3 from Caa1

Probability of Default Rating, Downgraded to Ca-PD from Caa1-PD

Senior Secured Term Loan B due 2019, Downgraded to Caa2 (LGD2,
20%) from B2 (LGD3, 31%)

Senior Secured Revolving Credit Facility due 2017, Downgraded to
Caa2 (LGD2, 20%) from B2 (LGD3, 31%)

Senior Notes due 2020, Downgraded to C (LGD6, 95%) from Caa3
(LGD5, 85%)

Outlook Actions:

Issuer: MModal Inc.

Outlook, Revised to Stable from Negative

Ratings Rationale

The Caa3 CFR is driven by Moody's expectations for less than a 50%
loss to all creditors in a default. The Caa2 senior secured
instrument ratings reflect Moody's estimate that recovery will by
high for holders of these instruments. The C senior unsecured
instrument rating reflects Moody's expectations for a very low
recovery for holders of this instrument.

MModal is a provider of Transcription Outsourcing Services and
related Automated Speech Recognition technology serving clinical
healthcare institutions mostly in the U.S., and is owned by
affiliates of One Equity Partners.


MMODAL INC: S&P Lowers Rating on Senior Secured Facility to 'D'
---------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its rating on
Franklin, Tenn.-based MModal Inc.'s senior secured credit facility
to 'D' from 'CC'.  S&P's recovery ratings on this debt remain
unchanged.

"The rating action on MModal Inc.'s senior secured credit facility
follows the company's filing for Chapter 11 bankruptcy
protection," said Standard & Poor's credit analyst David Tsui.
"We previously lowered our corporate credit rating and the ratings
on the company's unsecured notes to 'D' following the company's
missed interest payment on its unsecured notes on Feb. 18, 2014,"
he added.

The company is currently in negotiations with its lenders on the
terms of a Chapter 11 plan of reorganization.


MONEY CENTERS: Files for Bankruptcy
-----------------------------------
Patrick Fitzgerald, writing for The Wall Street Journal, reported
that Money Centers of America Inc., which operates check-cashing
services in American Indian casinos, filed for Chapter 11
bankruptcy protection amid continuing legal disputes with several
American Indian groups.

According to the report, last year, a federal judge in Minnesota
ordered the suburban Philadelphia company to pay Mille Lacs Band
of Ojibwe Indians $5.6 million. That judgment now exceeds $6.7
million, according to court papers.

The case involved Money Centers' soured deal with the Corporate
Commission of the Mille Lacs Band, the report related.  The tribe
would advance cash to Money Centers for use in its transactions
with gamblers at two casinos. Money Centers was to repay the
advances but, when it fell behind, the tribe sued. Money Centers
has appealed the ruling.

The company also suffered a defeat in a lawsuit involving
Wisconsin's Ho-Chunk nation and owes the tribe $4.8 million, the
report further related.  The two tribes are listed as the
company's largest unsecured creditors.

In a court filing in the U.S. district court in Minnesota earlier
this month Money Centers said it was "now in the process of
dissolving" and is "trying to equitably distribute its resources
to all of its creditors," the report added.


MONEY CENTERS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Money Centers of America, Inc.
        601 S. Henderson Rd., Suite 153
        King of Prussia, PA 19406

Case No.: 14-10603

Chapter 11 Petition Date: March 21, 2014

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

Judge: Hon. Christopher S. Sontchi

Debtor's Counsel: Kevin Scott Mann, Esq.
                  CROSS & SIMON, LLC
                  913 N. Market Street, 11th Floor
                  P.O. Box 1380
                  Wilmington, DE 19899-1380
                  Tel: 302-777-4200
                  Fax: 302-777-4224
                  Email: kmann@crosslaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by Christopher Wolfington, Chairman & CEO.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/deb14-10603.pdf


MORRIS BROWN COLLEGE: Plans May 12 Auction
------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Morris Brown College, a historically black college
founded in 1881, is heading for auction on May 12.

According to the report, the college, located in Atlanta near the
Georgia Dome, lost accreditation in 2002 in part as a result of
financial problems.  It had filed a Chapter 11 plan to be funded
by two sale transactions that were never completed.

With no buyer under contract, the college scheduled a hearing on
April 16 for approval of auction and sale procedures by the U.S.
Bankruptcy Court in Atlanta, the report said.  If the judge
agrees, bids will be due initially by April 30, in advance of
auction on May 12 if there is more than one offer. The college
will require any buyer to complete the sale by May 31.

                     About Morris Brown College

Morris Brown College, a black college founded in 1881, filed
for Chapter 11 bankruptcy protection (Bankr. N.D. Ga. Case No.
12-71188) on Aug. 25, 2012, in Atlanta to stop foreclosure on a
$13 million mortgage.

Morris Brown was denied accreditation from the Commission on
Colleges of the Southern Association of Colleges and Schools in
December 2002.  Without its accreditation, Morris Brown College
didn't qualify for federal funding.

The Debtor estimated assets and liabilities of $10 million to
$50 million as of the Chapter 11 filing.

Morris Brown filed applications to employ Dilworth Paxson LLP as
lead counsel; The Moore Law Group, LLC, as local counsel; and BDO
USA, LLP as auditors.


MT. GOX: Says It Has Found Missing Bitcoin Worth About $116MM
-------------------------------------------------------------
Rachel Abrams, writing for The New York Times' DealBook, reported
that the seemingly miraculous discovery of about $116 million in
missing Bitcoin, or 200,000 coins, underscored the rickety early
infrastructure that the digital currency is still trying to
overcome.

According to the report, in a posting on its website in both
Japanese and English, the now-defunct Bitcoin exchange Mt. Gox
announced that it had found the coins in an "old-format wallets,"
the virtual currency equivalent of finding money in another pair
of pants.

In its statement from its chief executive, Mark Karpeles, the
company said that after it filed for bankruptcy, it began
researching the wallets that were used before June 2011, the
report related.  That, the company said, is when it discovered the
coins, which represent about 24 percent of the coins that were
missing when the site failed.

Last month, Mt. Gox said it had lost 750,000 of its Bitcoin
customers' holdings and more than 100,000 of its own coins --
essentially its entire stock of Bitcoin, worth more than $450
million, the report further related.  The found coins are worth
about $116 million based on today's rate of $578, according to the
online Bitcoin index CoinDesk.

"I think that it's yet another illustration of how incompetently
managed that hobbyist operation was," Gil Luria, a managing
director at Wedbush Securities who has written about Bitcoin, told
the DealBook. "That you can lose that much Bitcoin and then find
it tells you that we're not talking about robust levels of
security and control."

                         About Mt. Gox

Bitcoin exchange MtGox Co., Ltd., filed a petition under Chapter
15 of the U.S. Bankruptcy Code on March 9, 2014, days after the
company sought bankruptcy protection in Japan.  The bankruptcy in
Japan came after the bitcoin exchange lost 850,000 bitcoins valued
at about $475 million "disappeared."

The Japanese bitcoin exchange that halted trading in February
2014. It filed for bankruptcy protection in the U.S. to prevent
customers from targeting the cash it holds in U.S. bank accounts.

The Chapter 15 case is In re MtGox Co., Ltd., Case No. 14-31229
(Bankr. N.D. Tex.).  The Chapter 15 Petitioner is Robert Marie
Mark Karpeles, the company's chief executive officer.  Mr.
Karpeles is represented by John E. Mitchell, Esq., and David
William Parham, Esq., at BAKER & MCCKENZIE LLP, in Dallas, Texas.

The company said it has estimated assets of $10 million to $50
million and debts of $50 million to $100 million.


MT. GOX: Plaintiffs File Plan to Retrieve Crypto-Currency
---------------------------------------------------------
Ben Kesling, writing for The Wall Street Journal, reported that
plaintiffs who have sued defunct bitcoin exchange Mt. Gox have
launched an elaborate plan to get some of their crypto-currency
back after gaining court approval.

According to the report, a federal judge signed off on the
proposal to find hidden assets of the Mt. Gox chief executive Mark
Karpeles, after an unusual court hearing that included calling for
testimony from the public in attendance.

"It's kind of like a sting," said U.S. District Judge Gary
Feinerman, with a grin, as lawyers presented their plan to trace
what they allege are illegal transfers of bitcoin by Tokyo-based
Mt. Gox's CEO, Mark Karpeles, the report cited.  Mr. Karpeles
didn't respond to an e-mailed request for comment.

Mt. Gox collapsed in February after 850,000 bitcoins valued at
more than $500 million at current prices were lost from its
digital coffers, the report related.  Judge Feinerman ordered Mr.
Karpeles's U.S. assets frozen a little more than a week ago.

                         About Mt. Gox

Bitcoin exchange MtGox Co., Ltd., filed a petition under Chapter
15 of the U.S. Bankruptcy Code on March 9, 2014, days after the
company sought bankruptcy protection in Japan.  The bankruptcy in
Japan came after the bitcoin exchange lost 850,000 bitcoins valued
at about $475 million "disappeared."

The Japanese bitcoin exchange that halted trading in February
2014. It filed for bankruptcy protection in the U.S. to prevent
customers from targeting the cash it holds in U.S. bank accounts.

The Chapter 15 case is In re MtGox Co., Ltd., Case No. 14-31229
(Bankr. N.D. Tex.).  The Chapter 15 Petitioner is Robert Marie
Mark Karpeles, the company's chief executive officer.  Mr.
Karpeles is represented by John E. Mitchell, Esq., and David
William Parham, Esq., at BAKER & MCCKENZIE LLP, in Dallas, Texas.

The company said it has estimated assets of $10 million to $50
million and debts of $50 million to $100 million.


NGS REALITY: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: NGS Reality, LLC
        115 West Main Street
        Lexington, KY 40507

Case No.: 14-50683

Chapter 11 Petition Date: March 21, 2014

Court: United States Bankruptcy Court
       Eastern District of Kentucky (Lexington)

Debtor's Counsel: Jamie L. Harris
                  DELCOTTO LAW GROUP PLLC
                  200 North Upper Street
                  Lexington, KY 40507
                  Tel: (859) 231-5800
                  Email: jharris@dlgfirm.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $500,000 to $1 million

The petition was signed by Giancarlo Marletta, member.

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


NOBLE LOGISTICS: To Sell Assets to Gladstone or Highest Bidder
--------------------------------------------------------------
Noble Logistics, Inc and its debtor affiliates filed on March 7,
2014, a motion for an order establishing bid and auction
procedures relating to the sale of the Debtors' assets.

The Debtors have entered into a stalking horse agreement wherein
NDLI Acquisition Inc., an entity affiliated with Gladstone
Investment Corporation, the holder of approximately $15 million in
secured debt, will acquire substantially all of the Debtors'
assets pursuant to an asset purchase agreement.  The Agreement
provides for a purchase price of $14.5 million (plus Cure
Amounts).  The purchase price is likely to be paid by a
combination of credit bidding, cash and assumption of liabilities.

The Debtors state that the Asset Purchase Agreement is
advantageous to the estates in that it provides a floor bid that
the Debtors will use to solicit higher and better offers.
Moreover, on account of the consideration to be realized from the
proposed Sale, the Debtors say they expect that all secured
creditors will be paid in full, all administrative expenses will
be paid in full, and that the estate will have sufficient
resources to provide for an orderly wind down of the estate.

The Debtors further state that they have determined that their
best, if not only viable, opportunity to maximize creditor
recoveries is to sell substantially all of their assets as a going
concern.

The Debtors state that, to ensure that only bidders with a serious
interest in purchasing the Assets participate in the bidding
process, the bid procedures provide for certain minimal
requirements for a potential bidder to become a ?Qualified
Bidder.? These requirements include (i) execution of a
confidentiality agreement; (ii) providing the Debtors with certain
financial assurances as to such bidder?s ability to close a
transaction; (iii) submission of a preliminary (non-binding)
proposal regarding the Assets sought to be acquired and the
consideration to be paid; and (iv) a good faith deposit in the
amount of 10% of the Purchase

The Debtors are requesting a deadline for submission of bids of
4:00 p.m. (prevailing Eastern time) on May 2.  If more than one
Qualified Bid is received (other than NDLI's bid) the Debtors will
conduct an Auction at the offices of DLA Piper LLP (US), 1251
Avenue of the Americas, New York, New York 10020 commencing at
10:00 a.m. (Eastern time) on May 6.  Bidding will begin initially
with the highest Qualified Bid and subsequently continue in
minimum increments of at least $100,000.

Qualified Bidders may make one or more credit bids of some or all
of their claims to the full extent permitted by Section 363(k) of
the Bankruptcy Code.

The Debtors request that a Sale Hearing take place no later than
May 9, 2014.

Further, as part of the sale, the Debtors seek authority to assume
and assign executor contracts and/or unexpired leases to the
Proposed Purchaser or another Successful Bidder.

The Debtors state that to induce the proposed purchaser to expend
the time, energy and resources necessary to submit a stalking
horse bid, the Debtors have agreed to provide, and seek the
Court?s approval of, bid protections provided to the Proposed
Purchaser.  The Debtors have agreed to provide the Proposed
Purchaser a break-up fee equal to $200,000 and expense
reimbursement for its out-of-pocket expenses, which are capped at
$150,000.

The Debtors also note that the Proposed Purchaser has stated an
intention to assume the employment agreements of certain of the
Debtors? senior management, including Doak Medchill, Vince
Hannigan, and John Hense.  Further, the Proposed Purchaser has
stated an intention to request the currently independent director
of the Debtor?s board of directors, Denis Reilly, to sit on the
board of directors of the Proposed Purchaser following the sale.
Notwithstanding the Proposed Purchaser?s stated intentions, none
of the Senior Management has agreed to work exclusively for the
Proposed Purchaser and there have been no other agreements or
arrangements entered into by the Senior Management and the
Proposed Purchaser.

The Bid Procedures Motion is on the Court's calendar for March 31,
2014 at 12:00 p.m.

Noble Logistics, Inc. filed a Chapter 11 petition (Bankr. D. Del.
Case No. 14-10442) on Feb. 28, 2014 in Delaware.  Gregg M.
Galardi, Esq., and Emily A. Battersby, Esq. at DLA PIPER LLP,
serve as counsel to the Debtor.  Prime Clerk LLC serves as claims
and noticing agent.  The Debtor estimated $10 million to $50
million in both assets and liabilities.


NOBLE LOGISTICS: Section 341(a) Meeting Set for April 9
-------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of creditors
of Noble Logistics Inc. and its debtor-affiliates on April 9,
2014, at 10:30 a.m. (Eastern Time) in J. Caleb Boggs Federal
Building, 844 King Street, Room 2112, Wilmington, Delaware.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Noble Logistics, Inc. filed a Chapter 11 petition (Bankr. D. Del.
Case No. 14-10442) on Feb. 28, 2014 in Delaware.  Gregg M.
Galardi, Esq., and Emily A. Battersby, Esq. at DLA PIPER LLP,
serve as counsel to the Debtor.  The Debtor estimated $10 million
to $50 million in both assets and liabilities.


NOBLE LOGISTICS: Taps Prime Clerk as Administrative Advisor
-----------------------------------------------------------
Noble Logistics Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
employ Prime Clerk LLC as their administrative advisor.

A hearing is set for March 31, 2014 at 12:00 p.m., to consider
approval of the Debtors' request.  Objections, if any, are on
March 24, 2014 at 4:00 p.m.

The firm will:

   a) assist with, among other things, solicitation, balloting and
      tabulation of votes, and prepare any related reports, as
      required in support of confirmation of a Chapter 11 plan,
      and in connection with such services, process requests for
      documents from parties in interest, including, if
      applicable, brokerage firms, bank back-offices and
      institutional holders;

   b) prepare an official ballot certification and, if necessary,
      testify in support of the ballot tabulation results;

   c) assist with the preparation of the Debtors' schedules of
      assets and liabilities and statements of financial affairs
      and gather data in conjunction therewith;

   d) provide a confidential data room, if requested;

   e) manage and coordinate any distributions pursuant to a
      Chapter 11 plan; and

   f) provide such other processing, solicitation, balloting and
      other administrative services.

The Debtors tell the Court that, before it filed for bankruptcy,
they provided the firm a retainer in the amount of $20,000.

The firm's professionals and their hourly rates:

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

The Debtors assure the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

Noble Logistics, Inc. filed a Chapter 11 petition (Bankr. D. Del.
Case No. 14-10442) on Feb. 28, 2014 in Delaware.  Gregg M.
Galardi, Esq., and Emily A. Battersby, Esq. at DLA PIPER LLP,
serve as counsel to the Debtor.  The Debtor estimated $10 million
to $50 million in both assets and liabilities.


NOBLE LOGISTICS: Seeks to Hire Gulfstar Group as Investment Banker
------------------------------------------------------------------
Noble Logistics Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
employ GulfStar Group Inc. as investment banker

A hearing is set for March 31, 2014 at 12:00 p.m., to consider
approval of the Debtors' request.  Objections, if any, are on
March 24, 2014 at 4:00 p.m.

The firm will:

   a) assist the Debtors' management in the preparation of a
      descriptive confidential memorandum describing the Debtors,
      their operations, historical performance, and future
      prospects;

   b) once the confidential memorandum has been reviewed and
      approved by the Debtors, contact potential buyers, investors
      and lenders approved by the Debtors;

   c) subsequent to the initial circulation of the confidential
      memorandum, solicit asset purchase agreements from
      interested buyers;

   d) assist in the due diligence process and advise the Debtors
      in negotiating the financial aspects of the transaction; and

   e) assist the Debtors and their counsel in negotiating a
      definitive agreement and related documents.

The Debtors tell the Court that, before it filed for bankruptcy,
they advanced in the amount of $30,000 to the firm as investment
banking fee, which is non-refundable and is not to be applied to
any success fee that the Debtors may pay to the firm.

The Debtors say they will pay the firm a success fee based on the
aggregate amount of consideration paid by the buyer in the
transaction when adjusted to a 100%, debt-free value of the
Debtors , even if less than 100% of the Debtors' stocks or assets
are included in the transaction.  The success fee will be equal to
(i) $300,000 plus (ii) 3.5% of the enterprise value in excess of
$19,000,000

The Debtors assure the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

Noble Logistics, Inc. filed a Chapter 11 petition (Bankr. D. Del.
Case No. 14-10442) on Feb. 28, 2014 in Delaware.  Gregg M.
Galardi, Esq., and Emily A. Battersby, Esq. at DLA PIPER LLP,
serve as counsel to the Debtor.  The Debtor estimated $10 million
to $50 million in both assets and liabilities.


NORTEL NETWORKS: Cassels Brock Okayed as Panel's Canadian Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors of Nortel Networks
Inc. and its debtor-affiliates to retain Cassels Brock & Blackwell
LLP as successor Canadian counsel, nunc pro tucn to March 4, 2014.

The Committee told the Court that it is necessary to employ the
firm to ensure that some attorneys who have had primary
responsibility for advising the Committee on Canadian legal issues
and representing the Committee in connection with the Canadian
proceeding can continue to provide, among other things, these
services, at the direction of the Committee's lead counsel, Akin
Gump Strauss Hauer & Feld LLP:

  a) advise the Committee with respect to its rights, duties and
     powers in connection with the Canadian proceeding;

  b) assist and advise the Committee in its consultation with the
     Debtors and other parties in interest in the Canadian
     proceeding in relation to matters of Canadian Law;

  c) assist and advise the Committee in connection with the
     allocation trial and all relevant aspect thereof;

  d) assist and advise the Committee as to its communications to
     the general creditor body regarding significant matters in
     the Canadian proceeding; and

  e) represent the Committee at all hearings in the Canadian
     proceeding.

The firm's professionals and their current hourly rates:

  R. Shayne Kukulowicz, Esq.  skukulowicz@casselsbrock.com  $900
  Michael J. Wunder, Esq.     mwunder@casselsbrock.com      $795
  Ryan Jacobs, Esq.           rjacobs@casselsbrock.com      $750
  Keri Wallace, Esq.          kewallace@casselsbrock.com    $390

  Partners/Senior Consultants                          $600-$1050
  Associates                                           $390-$700
  Paraprofessionals                                    $125-$435

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

Mr. Young can be reached at:

     Cassels Brock & Blackwell LLP
     Suite 2100, Scotia Plaza
     40 King Street West
     Toronto, Ontario
     M5H 3C2 Canada
     Tel: 416 869 5380
     Fax: 416 350 6902
     Email: myoung@casselsbrock.com
     Website: http://www.casselsbrock.com/

                       About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation and
its various affiliated entities provided next-generation
technologies, for both service provider and enterprise networks,
support multimedia and business-critical applications.  Nortel did
business in more than 150 countries around the world.  Nortel
Networks Limited was the principal direct operating subsidiary of
Nortel Networks Corporation.

On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent
Nortel Networks Corporation, NNI's direct corporate parent Nortel
Networks Limited and certain of their Canadian affiliates
commenced a proceeding with the Ontario Superior Court of Justice
under the Companies' Creditors Arrangement Act (Canada) seeking
relief from their creditors.  Ernst & Young was appointed to serve
as monitor and foreign representative of the Canadian Nortel
Group.  That same day, the Monitor sought recognition of the CCAA
Proceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No.
09-10164) under Chapter 15 of the U.S. Bankruptcy Code.

That same day, NNI and certain of its affiliated U.S. entities
filed voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10138).

In addition, the High Court of England and Wales placed 19 of
NNI's European affiliates into administration under the control of
individuals from Ernst & Young LLP.  Other Nortel affiliates have
commenced and in the future may commence additional creditor
protection, insolvency and dissolution proceedings around the
world.

On May 28, 2009, at the request of administrators, the Commercial
Court of Versailles, France, ordered the commencement of secondary
proceedings in respect of Nortel Networks S.A.  On June 8, 2009,
Nortel Networks UK Limited filed petitions in U.S. Bankruptcy
Court for recognition of the English Proceedings as foreign main
proceedings under Chapter 15.

U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and
15 cases.  Mary Caloway, Esq., and Peter James Duhig, Esq., at
Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as
Chapter 15 petitioner's counsel.

In the Chapter 11 case, James L. Bromley, Esq., at Cleary Gottlieb
Steen & Hamilton, LLP, in New York, serves as the U.S. Debtors'
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The United States Trustee appointed an Official Committee of
Unsecured Creditors in respect of the U.S. Debtors.  An ad hoc
group of bondholders also was organized.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, and Christopher M. Samis, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, represent the Official
Committee of Unsecured Creditors.

An Official Committee of Retired Employees and the Official
Committee of Long-Term Disability Participants tapped Alvarez &
Marsal Healthcare Industry Group as financial advisor.  The
Retiree Committee is represented by McCarter & English LLP as
Delaware counsel, and Togut Segal & Segal serves as the Retiree
Committee.  The Committee retained Alvarez & Marsal Healthcare
Industry Group as financial advisor, and Kurtzman Carson
Consultants LLC as its communications agent.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated
assets of $11.6 billion and consolidated liabilities of $11.8
billion.  The Nortel Companies' U.S. businesses are primarily
conducted through Nortel Networks Inc., which is the parent of
majority of the U.S. Nortel Companies.  As of Sept. 30, 2008, NNI
had assets of about $9 billion and liabilities of $3.2 billion,
which do not include NNI's guarantee of some or all of the Nortel
Companies' about $4.2 billion of unsecured public debt.

Since the commencement of the various insolvency proceedings,
Nortel has sold its business units and other assets to various
purchasers.  Nortel has collected roughly $9 billion for
distribution to creditors.  Of the total, $4.5 billion came from
the sale of Nortel's patent portfolio to Rockstar Bidco, a
consortium consisting of Apple Inc., EMC Corporation,
Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In
Motion Limited, and Sony Corporation.  The consortium defeated a
$900 million stalking horse bid by Google Inc. at an auction.  The
deal closed in July 2011.

Nortel has filed a proposed plan of liquidation in the U.S.
Bankruptcy Court.  The Plan generally provides for full payment on
secured claims with other distributions going in accordance with
the priorities in bankruptcy law.

Judge Gross and the court in Canada scheduled trials in 2014 on
how to divide proceeds among creditors in the U.S., Canada, and
Europe.


NORTEL NETWORKS: Fights with Creditors in Prelude to $7B Trial
--------------------------------------------------------------
Jacqueline Palank, writing for Daily Bankruptcy Review, reported
that as Nortel Networks Corp. prepares for a trial over how to
divide more than $7 billion among its creditors around the globe,
it faces another battle: how to fairly divide 210 hours of trial
time among everyone vying for the fruits of its liquidation.

According to the report, at a bankruptcy-court hearing, Nortel's
U.S. unit squared off with the company's U.K. pensioners over the
mechanics of the upcoming trial, slated to begin May 12 and
continue well into June.

                       About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation and
its various affiliated entities provided next-generation
technologies, for both service provider and enterprise networks,
support multimedia and business-critical applications.  Nortel did
business in more than 150 countries around the world.  Nortel
Networks Limited was the principal direct operating subsidiary of
Nortel Networks Corporation.

On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent
Nortel Networks Corporation, NNI's direct corporate parent Nortel
Networks Limited and certain of their Canadian affiliates
commenced a proceeding with the Ontario Superior Court of Justice
under the Companies' Creditors Arrangement Act (Canada) seeking
relief from their creditors.  Ernst & Young was appointed to serve
as monitor and foreign representative of the Canadian Nortel
Group.  That same day, the Monitor sought recognition of the CCAA
Proceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No.
09-10164) under Chapter 15 of the U.S. Bankruptcy Code.

That same day, NNI and certain of its affiliated U.S. entities
filed voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10138).

In addition, the High Court of England and Wales placed 19 of
NNI's European affiliates into administration under the control of
individuals from Ernst & Young LLP.  Other Nortel affiliates have
commenced and in the future may commence additional creditor
protection, insolvency and dissolution proceedings around the
world.

On May 28, 2009, at the request of administrators, the Commercial
Court of Versailles, France, ordered the commencement of secondary
proceedings in respect of Nortel Networks S.A.  On June 8, 2009,
Nortel Networks UK Limited filed petitions in U.S. Bankruptcy
Court for recognition of the English Proceedings as foreign main
proceedings under Chapter 15.

U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and
15 cases.  Mary Caloway, Esq., and Peter James Duhig, Esq., at
Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as
Chapter 15 petitioner's counsel.

In the Chapter 11 case, James L. Bromley, Esq., at Cleary Gottlieb
Steen & Hamilton, LLP, in New York, serves as the U.S. Debtors'
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The United States Trustee appointed an Official Committee of
Unsecured Creditors in respect of the U.S. Debtors.  An ad hoc
group of bondholders also was organized.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, and Christopher M. Samis, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, represent the Official
Committee of Unsecured Creditors.

An Official Committee of Retired Employees and the Official
Committee of Long-Term Disability Participants tapped Alvarez &
Marsal Healthcare Industry Group as financial advisor.  The
Retiree Committee is represented by McCarter & English LLP as
Delaware counsel, and Togut Segal & Segal serves as the Retiree
Committee.  The Committee retained Alvarez & Marsal Healthcare
Industry Group as financial advisor, and Kurtzman Carson
Consultants LLC as its communications agent.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated
assets of $11.6 billion and consolidated liabilities of $11.8
billion.  The Nortel Companies' U.S. businesses are primarily
conducted through Nortel Networks Inc., which is the parent of
majority of the U.S. Nortel Companies.  As of Sept. 30, 2008, NNI
had assets of about $9 billion and liabilities of $3.2 billion,
which do not include NNI's guarantee of some or all of the Nortel
Companies' about $4.2 billion of unsecured public debt.

Since the commencement of the various insolvency proceedings,
Nortel has sold its business units and other assets to various
purchasers.  Nortel has collected roughly $9 billion for
distribution to creditors.  Of the total, $4.5 billion came from
the sale of Nortel's patent portfolio to Rockstar Bidco, a
consortium consisting of Apple Inc., EMC Corporation,
Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In
Motion Limited, and Sony Corporation.  The consortium defeated a
$900 million stalking horse bid by Google Inc. at an auction.  The
deal closed in July 2011.

Nortel has filed a proposed plan of liquidation in the U.S.
Bankruptcy Court.  The Plan generally provides for full payment on
secured claims with other distributions going in accordance with
the priorities in bankruptcy law.

Judge Gross and the court in Canada scheduled trials in 2014 on
how to divide proceeds among creditors in the U.S., Canada, and
Europe.


NORTH CAROLINA MUTUAL:  A.M. Best Cuts Fin. Strength Rating to C+
-----------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating (FSR)
to C+ (Marginal) from C++ (Marginal) and issuer credit rating
(ICR) to "b-" from "b" of North Carolina Mutual Life Insurance
Company (NC Mutual) (Durham, NC).  The outlook for the FSR has
been revised to negative from stable, while the outlook for the
ICR has been revised to negative from positive.

The rating actions reflect NC Mutual's reported 2013 statutory
operating loss of approximately $2.5 million, primarily due to
unfavorable underwriting results, lower net investment income,
pension and severance related costs and a number of accounting and
reserve adjustments.  Consequently, NC Mutual's risk-adjusted
capitalization has significantly deteriorated, which, coupled with
a historical trend of modest absolute capital levels in 2012 and
prior, has resulted in a level of surplus viewed as modest by A.M.
Best.

Partially offsetting these negative rating factors are NC Mutual's
continued focus on its new business model, a number of fee-based
initiatives and a reduction in operating expenses, which are
expected to add to its reported income in future periods.
Additionally, the company's overall premium is expected to
increase in 2014 due to the completion of payments relating to an
acquired business in 2008.

The negative outlook reflects the possibility of future rating
downgrades should there be a continued deterioration in NC
Mutual's operating results and risk-adjusted capitalization.
While near-to-medium term improvements in the company's current
rating level are not likely, sustained improvement in its risk-
adjusted capitalization and operating results may result in a
revision of the current outlook to stable.


NRC US: Moody's Affirms B2 Corp. Family Rating; Outlook Negative
----------------------------------------------------------------
Moody's Investors Service affirmed the B2 Corporate Family Rating
and B3-PD Probability of Default rating of NRC US Holding Company,
LLC (NRC) and revised the rating outlook to negative from stable.
The rating action follows the company's announced upsizing of its
term loan to $157 million with the additional $10 million proceeds
to be used to pay a dividend to the equity sponsor. The
incremental debt and dividend payment were announced by the
company after the launch of its new financing that were rated by
Moody's on March 11, 2014. The higher resulting leverage and
aggressive financial policy evidenced by the dividend weaken the
company's credit profile and result in the revision of the outlook
to negative. Moody's also affirmed the B2 ratings on the revolving
credit facility and the term loan.

Affirmations:

Issuer: NRC US Holding Company, LLC

Corporate Family Rating, Affirmed B2

Probability of Default Rating, Affirmed B3-PD

Senior Secured Bank Credit Facility, Affirmed B2 (LGD3, 32% from
LGD3, 31%)

Senior Secured Bank Credit Facility, Affirmed B2 (LGD3, 32% from
LGD3, 31%)

Outlook Actions:

Issuer: NRC US Holding Company, LLC

Outlook, Changed To Negative From Stable

Ratings Rationale

NRC's B2 CFR reflects the company's small scale, and Moody's
expectation for elevated adjusted debt to EBITDA of 5.5x, and
modest 2.0x EBIT/Interest for the year end 2014, following NRC's
acquisitions of Sureclean and SRS and the payment of a dividend.
The business is expected to generate virtually no free cash flow
in 2014 after considering the dividend, while additional
acquisitions in the fragmented environmental services industry
could further increase leverage. The $10 million dividend follows
a $26 million dividend the company paid in July 2013 concurrent
with another acquisition, suggesting a somewhat aggressive
financial policy. These factors are somewhat offset by Moody's
expectation for solid 17% EBITDA margins in 2014, driven by the
company's broad presence in the environmental services sector.
NRC's long term contracts consist of required standby response
services that generate a high level of recurring revenue and
margins. Operations are globally diverse, especially relative to
the company's scale, which should dampen revenue volatility. The
acquisition of Sureclean, a UK based environmental and industrial
service contractor, complements NRC's international environmental
services business and also expands NRC's operational footprint in
the North Sea oil and gas market. SRS, a small emergency response
firm, bolsters the firm's offerings. Moody's expects modest
synergies in the US operations and growth opportunities from cross
selling the various entities' services in all operating regions.

The negative outlook reflects the high pro-forma leverage relative
to the company's modest scale, as well as Moody's forecast for
virtually no free cash flow after the latest dividend.

Moody's adjusted leverage sustained over 5.0x, particularly due to
another debt funded acquisition, expectation for sustained break
even cash flow, or liquidity declining to $10 million could lead
to lower ratings. A decline of leverage to 5.0x and expectation
for sustained positive free cash flow could lead to a stable
outlook. While the company's scale limits upward rating migration,
Moody's adjusted Debt/EBITDA sustained below 3.0x, EBIT/interest
coverage sustained above 4.0x, and positive free cash flow to
adjusted debt in the low double digits could lead to higher
ratings.

Moody's views the company's liquidity to be adequate with the full
availability of the $15 million revolving credit facility. The
revolver's size is relatively modest for the company's revenue
base. Cash flow is expected to be break even free cash flow after
paying the dividend, Working capital is somewhat seasonal.
Covenant headroom is expected to be adequate with initial leverage
around 4.0x compared to just over 5.0x maximum permitted amount.
Alternative liquidity is bolstered by the material amount of
assets located outside the US and not directly pledged to the
credit facility.

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.

NRC US Holding Company, LLC ("NRC") is a global provider of
environmental, industrial, and emergency response solutions for
the marine transportation, oil and gas, chemical, industrial, and
rail transportation industries. Annual consolidated revenues are
anticipated to approximate $200 million following the acquisitions
of Sureclean Ltd. (Sureclean) and Specialized Response Solutions
(SRS) in 2014.


OCZ TECHNOLOGY: Creditors Try to Stall $7.5MM Deal With Investors
-----------------------------------------------------------------
Law360 reported that creditors of OCZ Technology Group Inc. urged
a Delaware bankruptcy judge to not approve a proposed $7.5 million
settlement of a shareholder class action, saying the deal
shouldn't be blessed until they've had a chance to look into all
the estate's claims.

According to the report, the computer drive maker sold the bulk of
its assets to Toshiba Corp. in January for $35 million. The
official committee of unsecured creditors argued in its objection
that approving the settlement right now would drain the estate's
limited resources, the report related.

The case is Johnson et al v. OCZ Technology Group, Inc. et al.,
Case No. 3:12-cv-05265 (N.D. Calif.) before Judge Richard Seeborg.
The case was filed on Oct. 11, 2012.

                             About OCZ

San Jose, Calif.-based OCZ Technology Group, Inc. (Nasdaq: OCZ)
designs, manufactures, and distributes high-performance solid-
state storage solutions and premium computer components.

OCZ and two affiliates on Dec. 2, 2013, filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 13-13126) with a deal to
sell all assets under 11 U.S.C. Sec. 363 to Toshiba Corporation
for $35 million.

As of the bankruptcy filing, the Debtors had funded indebtedness
of $29.3 million and general unsecured trade obligations of $31.4
million.

The Debtors are represented by Mayer Brown LLP's Sean T. Scott,
Esq., as counsel and Young Conaway Stargatt & Taylor LLP's Michael
R. Nestor, Esq., Matthew B. Lunn, Esq., and Jaime Luton Chapman,
Esq., as Delaware local counsel.  Deutsche Bank is the Debtors'
investment banker.  Mike Rizzo Jr. at RAS Management Advisors,
LLC, serves as financial advisors to the Debtors.  The Hon. Peter
J. Walsh presides over the case.

Kelley Drye & Warren LLP's Eric R. Wilson, Esq., Jason R. Adams,
Esq., and Gilbert R. Saydah Jr., Esq., serve as counsel to the
official committee of unsecured creditors, and Greenberg Traurig,
LLP's Dennis A. Meloro, Esq. serves as local counsel.

OCZ Technology, on Jan. 17, 2014, received approval from the
Bankruptcy Court to sell substantially all of its assets to
Toshiba Corporation for $35 million.  OCZ Technology changed its
name to ZCO Liquidating Corporation.


OPUS MEDICAL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Opus Medical Management, LLC
           dba Reggie White Medcial Enterprises
        7894 Winchester Road, Suite 101
        Memphis, TN 38125

Case No.: 14-22960

Chapter 11 Petition Date: March 20, 2014

Court: United States Bankruptcy Court
       Western District of Tennessee (Memphis)

Judge: Hon. David S. Kennedy

Debtor's Counsel: Steven N. Douglass, Esq.
                  HARRIS SHELTON HANOVER WALSH, PLLC
                  2700 One Commerce Square
                  Memphis, TN 38103
                  Tel: (901) 525-1455
                  Fax: (901) 526-4084
                  Email: snd@harrisshelton.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Derek Denman, CEO.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/tnwb14-22960.pdf


OWENS-BROCKWAY GLASS: S&P Hikes Rating on 7.375% Sr. Notes to BB+
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on Owens-
Brockway Glass Container Inc.'s 3% senior notes due 2015 and
7.375% senior notes due 2016 to 'BB+' from 'BB'.  At the same
time, S&P revised its recovery rating on this debt to '4' from
'5'.  The '4' recovery rating indicates S&P's expectation of
average (30% to 50%) recovery in the event of a payment default.
Owens-Brockway Glass Container Inc. is a subsidiary of Owens-
Illinois Inc.

The rating actions reflect higher recovery prospects to the
Brockway notes as a result of higher senior secured debt repayment
and lower unsecured claims that are pari passu with the Brockway
notes, particularly with respect to U.S. unfunded pension and
postretirement obligations.

All other recovery ratings remain unchanged.  The 'BB+' corporate
credit rating and stable outlook also remain unchanged.

S&P's corporate credit rating on Owens-Illinois Inc. is derived
from an anchor score of 'bbb-', based on its "satisfactory"
business risk and "significant" financial risk profile assessments
for the company.  S&P lowers the anchor score by one notch based
on an unfavorable comparative rating assessment, reflecting weaker
credit measures relative to peers, and ongoing asbestos
litigation.

Owens-Illinois is a global leader in glass packaging, with leading
market shares in each of its four regions--North America, Europe,
South America, and Asia-Pacific.

RATINGS LIST

Owens-Illinois Inc.
Corporate Credit Rating         BB+/Stable/--

Upgraded; Recovery Ratings Revised
                                 To              From
Owens-Brockway Glass Container Inc.
3% Senior Notes Due 2015        BB+             BB
   Recovery Rating               4               5
7.375% Senior Notes Due 2016    BB+             BB
   Recovery Rating               4               5


PINE TREE HOUSE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Pine Tree House, Inc.
           dba Kang Suh Restaurant
        1250 Broadway, First Floor
        New York, NY 10001

Case No.: 14-10702

Chapter 11 Petition Date: March 20, 2014

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Hon. Stuart M. Bernstein

Debtor's Counsel: Eric S. Medina, Esq.
                  MEDINA LAW FIRM LLC
                  The Chrysler Building
                  405 Lexington Avenue, Seventh Floor
                  New York, NY 10174
                  Tel: (212) 404-1742
                  Fax: (888) 833-9534
                  Email: emedina@medinafirm.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Ja Bun Kwak, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nysb14-10702.pdf


PROSPECT SQUARE: MSCI Okays Access to Cash Through Month's End
--------------------------------------------------------------
Prospect Square 07- A, B, C, D, E (Jointly administered cases),
the Debtors, filed a motion on March 6, 2014, requesting the Court
to enter an Order for Approval of Stipulated Second Order for
Interim Use of Cash Collateral.

The Debtors consist of five entities that collectively own, as
tenants in common, and operate a 113,000 square foot shopping
center located at 9690 Colerain Ave., Cincinnati, Ohio.

The secured lender in the case is MSCI 2007-IQ16 Retail 9654,
LLC.  Each of the Debtors has signed the promissory note
originally payable to Royal Bank of Canada and now held by
MSCI and each Debtor has executed a mortgage encumbering the
Project to secure the loan. The balance due on the loan is
claimed to be in excess of $18 million.

The Debtors state that they must use cash collateral to continue
business operations post-petition and maintain the Project. The
Debtors further state that unless they are authorized to use cash
collateral they will be unable to service and maintain their
operations, pay vendors for ongoing services, pay management, and
pay for other operational expenses. Moreover, the Debtors assert
that unless the Debtors are authorized to use cash collateral,
the Debtors will suffer irreparable harm and injury resulting
from the loss oftenants. In addition, the Debtors state that the
Project will deteriorate since they will be unable to maintain
the Project.

Further, the Debtors believe that their assets have a value that
must be maintained as a going concern. Should management,
operation, and repair of the Project stop, then the Debtors state
that they will lose tenants and suffer from reduced rent
collections. This the Debtors say will negatively impact the
value of the Project.  The Debtors state they have provided for
adequate protection to MSCI in the form of a monthly adequate
protection payment of $30,428.00 for real property taxes and
insurance.

The Court has previously approved the use of cash collateral.
The Debtors and MSCI informed the Court that they have agreed to
a further proposed, stipulated Second Interim Order Authorizing
Use of Cash Collateral through March 31, 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 07 A is 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.  The Debtor listed $16 million
in assets and more than $12 million in liabilities.  Lee M.
Kutner, Esq., at Kutner Brinen Garber, P.C., in Denver, serves as
the Debtors' counsel.

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


RENTECH NITROGEN: S&P Affirms 'B' CCR & Removes From CreditWatch
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating and other ratings on Rentech Nitrogen Partners L.P.
(RNP).  At the same time, S&P removed the ratings from
CreditWatch, where it placed them with negative implications on
Dec. 6, 2013, following reports of a fire that temporarily halted
operations at a key plant.  The outlook is negative.

The CreditWatch resolution follows the company's report that the
damaged plant is operational again.

"The rating on RNP reflects the company's aggressive financial
profile, its vulnerable business risk profile with a narrow focus
on commodity fertilizer products, and earnings concentration in a
single location," said Standard & Poor's credit analyst Paul
Kurias.

"Our assessment of the financial risk profile incorporates our
view of the financial policy as very aggressive.  RNP is a master
limited partnership (MLP) that is expected to distribute any
available cash flow to unitholders each quarter.  We believe the
company will exercise only limited discretion in holding back some
dividend-related cash outflow, but we expect it to exercise
discretion when liquidity tightens.  RNP is publicly listed.
However, about 60% of the ownership of RNP and 100% of the
ownership of its sole general partner, Rentech Nitrogen GP LLC
(GP), indirectly vests with unrated Rentech Inc.  We view the
control by the general partner (and by extension Rentech Inc.),
where the board of directors is located, as a risk to credit
quality.  We regard future likely cash requirements, existing
debt, and any plans that require debt funding at Rentech Inc. as
having the potential to create a risk to credit quality at RNP,
which is currently the only source of income for Rentech Inc," S&P
said.

"The negative outlook reflects the risks that earnings, cash flow
or liquidity could be weaker than our base-case expectations, and
hurt credit quality.  We anticipate in our base case that RNP will
maintain credit metrics at appropriate levels, comply with
covenant requirements, and maintain sufficient sources of
liquidity to meet uses in the next 12 months even if EBITDA does
not improve meaningfully over 2013 levels.  However, if volatility
in earnings is higher than we anticipate RNP could find it
difficult to meet covenants or could have credit metrics that are
weaker than our range of expectation.  The unexpected operating
setbacks in 2013, which weakened EBITDA and cash flow, add an
element of uncertainty to estimations of future EBITDA.  RNP's
weak 2013 EBITDA has reduced cushions available at the current
rating for unexpected earnings setbacks.  Importantly, we expect
RNP and its ownership to demonstrate that liquidity remains
adequate and supportive of near-term operating requirements.  We
also expect that the ultimate parent Rentech Inc. will fund its
own growth plans in a manner that does not require dividends or
any support from RNP other than as envisaged in the partnership
agreement," S&P added.

"We could lower our ratings if we believe the company will be
unable to comply with covenants in 2014, if liquidity weakens, if
leverage increases above 5x, or the ratio of FFO to total debt
drops below 12% with no immediate prospects for improvement.  Our
downside scenario considers such a decline if EBITDA margins drop
to below 20% from 2013 levels of about 25%.  We would also lower
ratings in any scenario in which debt levels increase to fund
additional dividends or acquisitions so that key credit metrics
decline as described here," S&P noted.

S&P do not currently envision a scenario in the next 12 months,
where it would upgrade ratings.  However, if the company goes
ahead with an equity issue and utilizes proceeds to lower debt S&P
will review ratings for an upgrade.  S&P will assess financial
policy, and management's and ownership's support for a higher
rating as part of any review for a possible upgrade.


REVSTONE INDUSTRIES: Parent Blasts Deal with PBGC
-------------------------------------------------
Ascalon Enterprises, LLC, the 100% owner and sole member of
Debtors Revstone Industries, LLC, and Spara, LLC, objects to the
settlement with the Pension Benefit Guaranty Corporation,
complaining that "the proposed settlement is really not a
settlement at all, but is an unconditional surrender."

Ascalon argued that "Under the proposed settlement the PBGC?s
claim, which as filed totals $56 million, morphs into $95 million.
The $39 million increase is due to a concession by Huron that the
PBGC can terminate the pension plans and thus maximize its claim.
However, termination of the pension plans has not been adjudicated
by any tribunal, and it is highly debatable whether the plans can
be judicially terminated, triggering such a massive liability. We
believe that the Debtors should file an objection to the PBGC
claim. An objection to claim would result in a far lower allowed
claim than the proposed settlement. The proposed settlement
results in too much money being paid to the PBGC, at the expense
of unsecured creditors of both estates, and to the detriment of
the equity of Spara."

Ascalon is represented by Sheldon S. Toll, Esq. --
lawtoll@comcast.net -- at SHELDON S. TOLL PLLC, in Southfield,
Michigan; and Evan O. Williford, Esq. --
evanwilliford@thewillifordfirm.com -- at The Williford Firm LLC,
in Wilmington, Delaware.

                 About Revstone Industries et al.

Lexington, Kentucky-based Revstone Industries LLC, a maker of
truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 12-13262) on Dec. 3, 2012.  Judge Brendan Linehan Shannon
oversees the case.  Laura Davis Jones, Esq., at Pachulski Stang
Ziehl & Jones LLP represents Revstone.  In its petition, Revstone
estimated under $50 million in assets and debts.

Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del.
Case No. 12-13263) on Dec. 3, 2012.

Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No.
13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No.
13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013.
Judge Shannon also oversees the cases.

Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy
counsel to Greenwood and US Tool.  Greenwood estimated $1 million
to $10 million in assets and $10 million to $50 million in debts.
US Tool & Engineering estimated under $1 million in assets and
$1 million to $10 million in debts.  The petitions were signed by
George S. Homeister, chairman.

Metavation, also known as Hillsdale Automotive, LLC, joined parent
Revstone in Chapter 11 on July 22, 2013 (Bankr. D. Del. Case No.
13-11831) to sell the bulk of its assets to industry rival Dayco
for $25 million, absent higher and better offers.

Metavation has tapped Pachulski as its counsel.  Pachulski also
serves as counsel to Revstone and Spara.  Metavation also has
tapped McDonald Hopkins PLC as special counsel, and Rust
Consulting/Omni Bankruptcy as claims agent and to provide
administrative services.  Stuart Maue is fee examiner.

Mark L. Desgrosseilliers, Esq., at Womble Carlyle Sandridge &
Rice, LLP, represents the Official Committee of Unsecured
Creditors in Revstone's case.


REVSTONE INDUSTRIES: Parent Blasts Deal with PBGC
-------------------------------------------------
Ascalon Enterprises, LLC, the 100% owner and sole member of
Debtors Revstone Industries, LLC, and Spara, LLC, objects to the
settlement with the Pension Benefit Guaranty Corporation,
complaining that "the proposed settlement is really not a
settlement at all, but is an unconditional surrender."

Ascalon argued that "Under the proposed settlement the PBGC?s
claim, which as filed totals $56 million, morphs into $95 million.
The $39 million increase is due to a concession by Huron that the
PBGC can terminate the pension plans and thus maximize its claim.
However, termination of the pension plans has not been adjudicated
by any tribunal, and it is highly debatable whether the plans can
be judicially terminated, triggering such a massive liability. We
believe that the Debtors should file an objection to the PBGC
claim. An objection to claim would result in a far lower allowed
claim than the proposed settlement. The proposed settlement
results in too much money being paid to the PBGC, at the expense
of unsecured creditors of both estates, and to the detriment of
the equity of Spara."

Ascalon is represented by Sheldon S. Toll, Esq. --
lawtoll@comcast.net -- at SHELDON S. TOLL PLLC, in Southfield,
Michigan; and Evan O. Williford, Esq. --
evanwilliford@thewillifordfirm.com -- at The Williford Firm LLC,
in Wilmington, Delaware.

                 About Revstone Industries et al.

Lexington, Kentucky-based Revstone Industries LLC, a maker of
truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 12-13262) on Dec. 3, 2012.  Judge Brendan Linehan Shannon
oversees the case.  Laura Davis Jones, Esq., at Pachulski Stang
Ziehl & Jones LLP represents Revstone.  In its petition, Revstone
estimated under $50 million in assets and debts.

Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del.
Case No. 12-13263) on Dec. 3, 2012.

Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No.
13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No.
13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013.
Judge Shannon also oversees the cases.

Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy
counsel to Greenwood and US Tool.  Greenwood estimated $1 million
to $10 million in assets and $10 million to $50 million in debts.
US Tool & Engineering estimated under $1 million in assets and
$1 million to $10 million in debts.  The petitions were signed by
George S. Homeister, chairman.

Metavation, also known as Hillsdale Automotive, LLC, joined parent
Revstone in Chapter 11 on July 22, 2013 (Bankr. D. Del. Case No.
13-11831) to sell the bulk of its assets to industry rival Dayco
for $25 million, absent higher and better offers.

Metavation has tapped Pachulski as its counsel.  Pachulski also
serves as counsel to Revstone and Spara.  Metavation also has
tapped McDonald Hopkins PLC as special counsel, and Rust
Consulting/Omni Bankruptcy as claims agent and to provide
administrative services.  Stuart Maue is fee examiner.

Mark L. Desgrosseilliers, Esq., at Womble Carlyle Sandridge &
Rice, LLP, represents the Official Committee of Unsecured
Creditors in Revstone's case.


RYNARD PROPERTIES: Section 341(a) Meeting Set on April 9
--------------------------------------------------------
A meeting of creditors in the bankruptcy case of Rynard Properties
Ridgecrest LP will be held on April 9, 2014, at 2:30 p.m. at Room
400, Memphis, TN.  Creditors have until July 8, 2014.  For
governmental agencies, proofs of claim are due by Sept. 9, 2014.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Rynard Properties Ridgecrest LP filed a Chapter 11 bankruptcy
petition (Bankr. W.D. Tenn. Case No. 14-22674) on March 13, 2014.
John Bartle signed the petition as secretary/treasurer of
Ridgecrest LLC, general partner of the Debtor.  The Debtor
estimated assets of at least $10 million and liabilities of
between $1 million to $10 million.  Toni Campbell Parker serves as
the Debtor's counsel.  Judge Jennie D. Latta oversees the case.


SAN BERNARDINO, CA: Has Until Dec. 31 to Decide on Facility Leases
------------------------------------------------------------------
Judge Meredith A. Jury of the U.S. Bankruptcy Court for the
Central District of California, Riverside Division, approved a
stipulation extending the time within which the City of San
Bernardino must assume or reject three facility leases with
California Infrastructure and Economic Development Bank through
Dec. 31, 2014.

Prior to filing its Chapter 9 Petition, the City entered into
transactions involving leases and financings to fund various
public capital improvements.  In these transactions, the City
entered into leases for non-residential real property with the
California I-Bank to finance the Harriman Place Street Extension
Project-Phase I, the Verdemont Fire Station, and the Pavement
Reconstruction and Rehabilitation Project.

Judge Jury also approved a stipulation establishing Jan. 30, 2015,
as the last date within which California I-Bank may file proofs of
claim in the City's Chapter 9 case.

                  About San Bernardino, Calif.

San Bernardino, California, filed an emergency petition for
municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code
(Bankr. C.D. Cal. Case No. 12-28006) on Aug. 1, 2012.  San
Bernardino, a city of about 210,000 residents roughly 65 miles
(104 km) east of Los Angeles, estimated assets and debts of more
than $1 billion in the bare-bones bankruptcy petition.

The city council voted on July 10, 2012, to file for bankruptcy.
The move lets San Bernardino bypass state-required mediation with
creditors and proceed directly to U.S. Bankruptcy Court.

The city is represented that Paul R. Glassman, Esq., at Stradling
Yocca Carlson & Rauth.

San Bernardino joined two other California cities in bankruptcy:
Stockton, an agricultural center of 292,000 east of San Francisco,
and Mammoth Lakes, a mountain resort town of 8,200 south of
Yosemite National Park.

The City was granted Chapter 9 protection on Aug. 28, 2013.


SAN BERNARDINO, CA: Cites Progress in Bankruptcy Talks
------------------------------------------------------
Tim Reid, writing for Reuters, reported that bankrupt San
Bernardino and its biggest creditor, the California Public
Employees' Retirement System, said they had made substantial
progress in recent negotiations over how much the city will pay
the pension fund as part of any bankruptcy package.

According to the report, the California city, 75 miles east of Los
Angeles, has been in court-ordered mediation talks with its
creditors since late last year. It filed for bankruptcy in August
2012 with a budget deficit of $45 million.

The case is being closely watched by creditors, Reuters noted.
Along with the bankruptcy of Detroit -- the biggest U.S. city ever
to seek Chapter 9 protection -- it is likely to set a precedent on
whether retirees or Wall Street bondholders should suffer the most
when a local government goes broke.

In Detroit, the federal judge in charge of that city's bankruptcy
ruled in December that its obligation to pay pensions in full was
not set in stone, the report related.  Detroit's emergency manager
has put forward a plan to cut the city's pension payments.

San Bernardino took the unprecedented step of halting its
bimonthly employer payments to Calpers, America's largest public
pension fund, for an entire year after filing for bankruptcy
protection, the report further related.  It resumed payments in
July 2013. It owes more than $17 million to Calpers, which has
assets of $277 billion.

                  About San Bernardino, Calif.

San Bernardino, California, filed an emergency petition for
municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code
(Bankr. C.D. Cal. Case No. 12-28006) on Aug. 1, 2012.  San
Bernardino, a city of about 210,000 residents roughly 65 miles
(104 km) east of Los Angeles, estimated assets and debts of more
than $1 billion in the bare-bones bankruptcy petition.

The city council voted on July 10, 2012, to file for bankruptcy.
The move lets San Bernardino bypass state-required mediation with
creditors and proceed directly to U.S. Bankruptcy Court.

The city is represented that Paul R. Glassman, Esq., at Stradling
Yocca Carlson & Rauth.

San Bernardino joined two other California cities in bankruptcy:
Stockton, an agricultural center of 292,000 east of San Francisco,
and Mammoth Lakes, a mountain resort town of 8,200 south of
Yosemite National Park.

The City was granted Chapter 9 protection on Aug. 28, 2013.


SENTINEL MANAGEMENT: Customers Cry Fraud at Ex-CEO's Trial
----------------------------------------------------------
Law360 reported that customers who lost millions of dollars in
Sentinel Management Group Inc.'s 2007 collapse testified against
the investment firm's former CEO, saying they were kept in the
dark about the massive amount of leverage Sentinel took on and the
use of their securities to back its borrowing spree.

According to the report, former Sentinel CEO Eric Bloom is accused
of overseeing a $500 million fraud at the firm, a futures
commission merchant and investment adviser once located in
suburban Chicago.

                     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.


SENTINEL MANAGEMENT: Misled Customers Before Collapse
-----------------------------------------------------
Law360 reported that Sentinel Management Group Inc.'s former chief
financial officer testified that the investment firm wasn't
entirely forthright with customers about its financial health and
risky trading strategy leading up to its 2007 collapse, as her old
boss's trial on charges that he oversaw a $500 million fraud
continued in Chicago.

The report related that former Sentinel CEO Eric Bloom is facing
20 counts of fraud in what the government has called one of the
largest financial fraud cases ever prosecuted in Illinois.

                     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.


SENTINEL MANAGEMENT: FCStone Obtains Favorable Ruling in Appeal
---------------------------------------------------------------
INTL FCStone Inc. on March 20 disclosed that its subsidiary,
FCStone, LLC, was completely successful in its appeal of a
January 2013 decision by the U.S. District Court, Northern
District of Illinois, in the Sentinel matter.  The U.S. Court of
Appeals for the Seventh Circuit handed down its reversal of the
trial court's decision on March 19.

The appeal court's reversal will have no financial impact on INTL
FCStone, which had considered the possibility of losing the appeal
to be remote and, accordingly, made no provision in its financial
statements for any further loss in this matter.  The appeal cash
deposit made by FCStone with the court will be refunded.

The trial court's decision, if it had been allowed to stand, would
have resulted in a net pre-tax loss to FCStone of between $4
million and $6 million, and could have undermined the integrity of
the futures industry's system of segregated customer accounts and
the CFTC regulations designed to protect those accounts.  The
appeal court's reversal of the decision vindicates the commitment
of FCStone and the futures industry to protecting customer
segregated funds.

The case arises from the 2007 bankruptcy of Sentinel Management
Group, Inc., an SEC-registered investment adviser and CFTC-
regulated futures commission merchant.  Sentinel, in accordance
with CFTC regulations, invested customer funds on behalf of
FCStone and many other futures commission merchants.  Sentinel
also invested funds deposited by hedge funds and other securities
investors.  In August 2007, Sentinel declared bankruptcy.  Shortly
thereafter, a Chicago federal district court ordered Sentinel to
return all remaining customer funds which had been deposited by
the futures commission merchants, including FCStone, and Sentinel
did so.  At that time, FCStone itself covered any account
shortfall in order to ensure that its customers suffered no harm
due to the insolvency of Sentinel.

Approximately a year later, the Sentinel bankruptcy trustee filed
virtually identical lawsuits against FCStone and approximately a
dozen other futures commission merchants, seeking a return of the
August 2007 distribution of customer funds.  The trustee has never
alleged any wrongdoing on the part of FCStone or the other futures
commission merchants.  Rather, the trustee simply claimed that the
futures commission merchants, including FCStone, received a
greater percentage of their account balances than the other
Sentinel customers.  The trustee argued that FCStone and the other
futures commission merchants should receive, from the bankruptcy
estate, the same percentage as the other Sentinel customers, and
no more.  On January 4, 2013, in a "test case" decision, the
federal district court ruled that FCStone should return its
original distribution of $15.6 million and receive a revised
distribution based on an equal distribution to all of Sentinel's
customers, which would have resulted in a net pre-tax loss to
FCStone of between $4 million and $6 million.  It was this
decision that FCStone successfully appealed.

Sean O'Connor, CEO of INTL FCStone, said, "We are pleased that the
appeal court's ruling vindicates our position.  This is an
important decision for FCStone and for the futures industry as a
whole.  The protection of futures market customer funds and the
finality of bankruptcy court-ordered distributions are crucial for
the continued stability of markets and our industry."

                     About INTL FCStone Inc.

INTL FCStone Inc. -- http://www.intlfcstone.com-- provides
execution and advisory services in commodities, currencies and
international securities.  INTL's businesses, which include the
commodities advisory and transaction execution firm FCStone Group,
serve more than 20,000 customers in more than 100 countries
through a network of offices in eleven countries around the world.

                     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.


SERENA SOFTWARE: S&P Affirms 'B' CCR on Planned HGGC Sale
---------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating on San Mateo, Calif.-based Serena Software
Inc.  The outlook is stable.

S&P also assigned its 'B+' issue-level rating and '2' recovery
rating to Spartacus Merger Corp.'s proposed $365 million senior
secured first-lien credit facility, consisting of a $20 million
revolving credit line and a $345 million term loan, due 2019 and
2020, respectively.  The '2' recovery rating indicates S&P's
expectations for substantial (70%-90%) recovery of principal in
the event of payment default.

"The ratings on Serena reflect the company's 'weak' business risk
profile, incorporating the company's narrow business profile and
continued revenue declines, and a 'highly leveraged' financial
profile, reflecting financial sponsor ownership and pro forma
leverage in the low-5x area," said Standard & Poor's credit
analyst Jacob Schlanger.

S&P views the industry risk as "intermediate," country risk as
"very low," and the company's management and governance as "fair".

Standard & Poor's Ratings Services' stable outlook reflects S&P's
expectation that Serena's recent restructuring efforts will enable
it to improve EBITDA margins and modestly grow EBTIDA and free
cash flow over the next 12 months.

S&P could lower the rating if revenue continues to decline and
adjusted EBITDA margins decrease, causing headroom under covenants
contained in Serena's senior secured facilities to fall below 10%
or leverage to approach the 7x area.

Although not expected in the near term, S&P could raise the rating
to 'B+' if the company can sustain the ratio of debt to adjusted
EBITDA below the 5x area, because of stronger consolidated revenue
growth or continued improvement in EBITDA margins.


SEVEN COUNTIES: Hall Render May Work in NextGen Case
----------------------------------------------------
At the behest of Seven Counties Services Inc., the U.S. Bankruptcy
Court for the Western District of Kentucky amended the order
authorizing the employment of Hall, Render, Killian, Heath &
Lyman, PLLC, which represents the Debtor as special counsel in an
adversary proceeding against NextGen Healthcare Information
Systems, Inc.

As reported in the Troubled Company Reporter, the Debtor on Jan.
16, 2014, filed an adversary proceeding against NextGen asserting
various causes of action.  On Jan. 22, Carol A. Romej of Hall
Render was granted admission pro hac vice in the NextGen
Adversary.

The Debtor sought to amend the Employment Order to specifically
provide for Hall Render to appear on behalf of the Debtor as
co-counsel in the NextGen Adversary.

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

The Debtor has agreed to pay Hall Render its standard hourly rates
and all other charges such as expense reimbursements, all being
subject to Court approval

Hall Render can be reached at:

       Carol A. Romej, LL.M.
       HALL, RENDER, KILLIAN, HEATH & LYMAN, PLLC
       Columbia Center, Suite 1200
       201 West Big Beaver Road
       Troy, MI 48084
       Tel: (248) 457-7814
       Fax: (248) 740-7501
       E-mail: cromej@hallrender.com

                     About Seven Counties

Seven Counties Services Inc., a not-for-profit behavioral
services provider from Louisville, Kentucky, filed for Chapter 11
protection (Bankr. W.D. Ky. Case No. 13-31442) on April 4, 2013.
The agency generates more than $100 million a year in revenue and
employs a staff of 1,400 providing services at 21 locations and
120 schools and community centers.

The petition was signed by Anthony M. Zipple as president/CEO.
The Debtor scheduled assets of $45,603,716 and scheduled
liabilities of $232,598,880.  Seiller Waterman LLC serves as the
Debtor's counsel.  Judge Joan A. Lloyd presides over the case.

Bingham Greenebaum Doll LLP and Wyatt, Tarrant & Combs LLP have
been retained by the Debtor as special counsel.  Hall, Render,
Killian, Heath & Lyman, PLLC, is special counsel to represent and
advise it in the implementation of its new software system.

Peritus Public Relations, LLC, has been tapped to provide public
relations and public affairs support in Kentucky.


SEVEN COUNTIES: Final Cash Collateral Hearing Moved to March 27
---------------------------------------------------------------
Seven Counties Services Inc., is slated to return to the U.S.
Bankruptcy Court for the Western District of Kentucky on March 27,
2014, at 11:00 a.m. (Eastern Time), for a final hearing on its
request to continue using cash collateral.

The final hearing was originally set for March 25.

ANY PARTY WISHING TO APPEAR BY VIDEO CONFERENCE AT ONE OF THE
VIDEO CONFERENCE SITES IN THE WESTERN DISTRICT MUST CONTACT THE
COURT BY PHONE NO LATER THAN TWO BUSINESS DAYS PRIOR TO THE
SCHEDULED HEARING.

In a sixth interim order entered Oct. 9, 2013, the Bankruptcy
Court authorized Seven Counties Services, Inc., to use cash
collateral of Fifth Third Bank through the earlier of (i) the
fourteenth calendar day following entry by the Court of final
judgment entered in Adversary Proceeding Number 13-03019, or (ii)
April 1, 2014.  A copy of the sixth interim cash collateral order
is available at http://bankrupt.com/misc/sevencounties.doc302.pdf

                     About Seven Counties

Seven Counties Services Inc., a not-for-profit behavioral
services provider from Louisville, Kentucky, filed for Chapter 11
protection (Bankr. W.D. Ky. Case No. 13-31442) on April 4, 2013.
The agency generates more than $100 million a year in revenue and
employs a staff of 1,400 providing services at 21 locations and
120 schools and community centers.

The petition was signed by Anthony M. Zipple as president/CEO.
The Debtor scheduled assets of $45,603,716 and scheduled
liabilities of $232,598,880.  Seiller Waterman LLC serves as the
Debtor's counsel.  Judge Joan A. Lloyd presides over the case.

Bingham Greenebaum Doll LLP and Wyatt, Tarrant & Combs LLP have
been retained by the Debtor as special counsel.  Hall, Render,
Killian, Heath & Lyman, PLLC, is special counsel to represent and
advise it in the implementation of its new software system.

Peritus Public Relations, LLC, has been tapped to provide public
relations and public affairs support in Kentucky.


SIMPLEXITY LLC: Section 341(a) Meeting Scheduled for April 25
-------------------------------------------------------------
A meeting of creditors in the bankruptcy case of Simplexity LLC
will be held on April 25, 2014, at 11:00 a.m. at the J. Caleb
Boggs Federal Building, 2nd Floor, Room 2112, Wilmington, DE.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Simplexity, LLC, Simplexity Services, LLC, and Adeptio INPC
Holdings, LLC, filed separate Chapter 11 bankruptcy petitions
(Bankr. D. Del. Case Nos. 14-10569 to 14-10571) on March 16, 2014.
The Debtors estimated assets of at least $10 million and debts of
at least $50 million.  Young, Conaway, Stargatt & Taylor, LLP,
serves as the Debtors' counsel.  Judge Kevin Gross presides over
the case.


SIMPLY WHEELZ: Seeks to Auction 27 Car-Rental Locations
-------------------------------------------------------
Simply Wheelz LLC, d/b/a Advantage Rent-A-Car, seeks authority
from the U.S. Bankruptcy Court for the Southern District of
Mississippi to sell 27 car-rental locations that the Debtor
anticipates will fall within the category of Excluded Assets and
be Non-Transferred Locations in the purchase agreement with The
Catalyst Capital Group, Inc.

The Debtor proposes to sell the Non-Transferred Locations without
a stalking horse bidder but the sale is subject to higher or
otherwise better offers to be submitted, and if a competing bid is
submitted for any location, to an auction.

The Non-Transferred Locations are the following:

   * Bradley International Airport
   * Burlington International Airport
   * Burbank Bob Hope Airport
   * Charleston
   * Cleveland Hopkins International Airport
   * Cincinnati/Northern KY International Airport
   * Des Moines International Airport
   * Jacksonville International Airport
   * Chicago Midway International Airport
   * Manchester-Boston Airport
   * Milwaukee International Airport
   * Omaha Airport
   * Ontario International Airport
   * Norfolk International Airport
   * Pittsburgh International Airport
   * Pensacola International Airport
   * Richmond International Airport
   * Reno-Tahoe International Airport
   * Louisville Airport
   * Mineta San Jose International Airport
   * Sarasota International Airport
   * Tulsa Oklahoma Airport
   * Ft. Walton Beach Eglin AFB
   * Hilo International Airport
   * Providence TF Green Airport
   * Portland International Airport
   * Sea-Tac Airport

The Debtor said it received two bids for certain specified Non-
Transferred Locations, each of which it deems to be a Qualified
Bid.

                    About Simply Wheelz LLC

Simply Wheelz LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Miss. Case No. 13-03332) on Nov. 5,
2013.  The case is assigned to Judge Edward Ellingon.  The Debtor
disclosed $413,502,259 in assets and $322,230,695 in liabilities
as of the Chapter 11 filing.

The Debtors are represented by Christopher R. Maddux, Esq., and
Stephen W. Rosenblatt, Esq., at Butler Snow O'Mara Stevens &
Cannada, in Ridgeland, Mississippi.  Simply Wheelz tapped EPIQ
Bankruptcy Solutions LLC as noticing and claims agent, and
Capstone Advisory Group, LLC, as financial advisor.

The Troubled Company Reporter reported on Jan. 7, 2014, that the
Bankruptcy Court has approved the sale of substantially all of the
Debtors' assets to The Catalyst Group, Inc., in exchange for the
$46 million loan that is financing the Chapter 11 reorganization.


SIMPLY WHEELZ: Court Moves Plan Filing Deadline to June 3
---------------------------------------------------------
The Hon. Edward Ellington of the U.S. Bankruptcy Court for the
Southern District of Mississippi has extended, at the behest of
Simply Wheelz LLC, dba Advantage Rent-A-Car, exclusive periods for
the Debtor to:

   a) file a Chapter 11 plan on June 3, 2014; and

   b) solicit acceptances of that plan until Aug. 2, 2014.

As reported by the Troubled Company Reporter on Feb. 20, 2014, the
Debtor told the Court that it did not seek this extension for
purposes of delay, but rather, to allow itself an opportunity to
fully formulate and file its proposed plan and disclosure
statement.  The Debtor stated that it's working out on completing
a sale of its assets to The Catalyst Capital Group Inc.  The
Debtor and Catalyst have made significant progress in a short
amount of time with respect to closing the deal.

                    About Simply Wheelz LLC

Simply Wheelz LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Miss. Case No. 13-03332) on Nov. 5,
2013.  The case is assigned to Judge Edward Ellingon.  The Debtor
disclosed $413,502,259 in assets and $322,230,695 in liabilities
as of the Chapter 11 filing.

The Debtors are represented by Christopher R. Maddux, Esq., and
Stephen W. Rosenblatt, Esq., at Butler Snow O'Mara Stevens &
Cannada, in Ridgeland, Mississippi.  Simply Wheelz tapped EPIQ
Bankruptcy Solutions LLC as noticing and claims agent, and
Capstone Advisory Group, LLC, as financial advisor.

The Troubled Company Reporter reported on Jan. 7, 2014, that the
Bankruptcy Court has approved the sale of substantially all of the
Debtors' assets to The Catalyst Group, Inc., in exchange for the
$46 million loan that is financing the Chapter 11 reorganization.


SIMPLY WHEELZ: Seeks to Auction 27 Car-Rental Locations
-------------------------------------------------------
Simply Wheelz LLC, d/b/a Advantage Rent-A-Car, seeks authority
from the U.S. Bankruptcy Court for the Southern District of
Mississippi to sell 27 car-rental locations that the Debtor
anticipates will fall within the category of Excluded Assets and
be Non-Transferred Locations in the purchase agreement with The
Catalyst Capital Group, Inc.

The Debtor proposes to sell the Non-Transferred Locations without
a stalking horse bidder but the sale is subject to higher or
otherwise better offers to be submitted, and if a competing bid is
submitted for any location, to an auction.

The Non-Transferred Locations are the following:

   * Bradley International Airport
   * Burlington International Airport
   * Burbank Bob Hope Airport
   * Charleston
   * Cleveland Hopkins International Airport
   * Cincinnati/Northern KY International Airport
   * Des Moines International Airport
   * Jacksonville International Airport
   * Chicago Midway International Airport
   * Manchester-Boston Airport
   * Milwaukee International Airport
   * Omaha Airport
   * Ontario International Airport
   * Norfolk International Airport
   * Pittsburgh International Airport
   * Pensacola International Airport
   * Richmond International Airport
   * Reno-Tahoe International Airport
   * Louisville Airport
   * Mineta San Jose International Airport
   * Sarasota International Airport
   * Tulsa Oklahoma Airport
   * Ft. Walton Beach Eglin AFB
   * Hilo International Airport
   * Providence TF Green Airport
   * Portland International Airport
   * Sea-Tac Airport

The Debtor said it received two bids for certain specified Non-
Transferred Locations, each of which it deems to be a Qualified
Bid.

                    About Simply Wheelz LLC

Simply Wheelz LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Miss. Case No. 13-03332) on Nov. 5,
2013.  The case is assigned to Judge Edward Ellingon.  The Debtor
disclosed $413,502,259 in assets and $322,230,695 in liabilities
as of the Chapter 11 filing.

The Debtors are represented by Christopher R. Maddux, Esq., and
Stephen W. Rosenblatt, Esq., at Butler Snow O'Mara Stevens &
Cannada, in Ridgeland, Mississippi.  Simply Wheelz tapped EPIQ
Bankruptcy Solutions LLC as noticing and claims agent, and
Capstone Advisory Group, LLC, as financial advisor.

The Troubled Company Reporter reported on Jan. 7, 2014, that the
Bankruptcy Court has approved the sale of substantially all of the
Debtors' assets to The Catalyst Group, Inc., in exchange for the
$46 million loan that is financing the Chapter 11 reorganization.


STACY'S INC: Court Denied BOTW's Motion to Enforce Sale Orders
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of South Carolina
issued an order on March 13, 2014, denying Bank of the West's
motion to enforce the August 21 sale order and the August 26 sale
order in connection with the determination of validity, priority,
or extent of the bank's lien against Stacy's, Inc.

BOTW filed a motion for an order enforcing the August 21 Sale
order and the August 26 sale order (the unencumbered asset motion)
on Dec. 23, 2013.  The Official Committee of Unsecured Creditors
filed an objection to the unencumbered asset motion on Jan. 9, and
the Debtor filed an objection on Jan. 13.

The parties agreed on March 7 that, with regard to admissibility
of certain facts and exhibits presented at the March 12 hearing on
the matter:

   1. vehicles shown on Exhibit A of the parties' filings are
      the unencumbered vehicles owned by the Debtor and sold to
      MG Acquisition, Inc. as part of the sale of substantially
      all of the Debtor's assets;

   2. vehicles shown on Exhibit B are the unencumbered vehicles
      owned by Stacy's Service Company, LLC and sold to MG as
      part of the sale of substantially all of the Debtor's
      assets;

   3. BOTW never had a lien on the certificates of title for
      the vehicles shown on Exhibit A;

   4. BOTW never had a lien on the certificates of title for
      the vehicles shown on Exhibit B;

   5. The portion of the sales price attributable to the vehicles
      shown on Exhibit A is $102,553;

   6. The portion of the sales price attributable to the vehicles
      shown on Exhibit B is $67,588;

   7. To date during the bankruptcy, BOTW has received a total of
      $19,289,461 from the Debtor and the Louis O. Stacy, Jr.
      Revocable Trust, which has been used to reduce its claims
      against the Debtor.

The Debtor was represented by Barbara George Barton, Esq.; BOTW is
represented by Robert C. Byrd, Esq., at Parker Poe Adams &
Bernstein, LLP; , and the Committee was represented by Robert A.
Kerr, Jr., Esq., at Moore & Van Allen, PLLC.

                        About Stacy's Inc.

Stacy's Inc., a commercial greenhouse in York, South
Carolina, filed a Chapter 11 petition on June 21 (Bankr. D. S.C.
Case No. 13-03600) in Spartanburg, South Carolina, with a deal to
sell the business for $17 million to Metrolina Greenhouses, absent
higher and better offers.

Stacy's -- http://www.stacysgreenhouses.com/-- had 16 acres of
greenhouses on three farms aggregating 260 acres in York, South
Carolina.  The Debtor scheduled $26.4 million in total assets and
$31.4 million in liabilities as of the bankruptcy filing.  The
secured lender is Bank of the West, owed $22.1 million secured by
liens on the assets.

Stacy's in August 2013 sold the business to Metrolina Greenhouses
for $15.2 million after no competing bids were entered at a
bankruptcy auction.

The Debtor has tapped Barbara George Barton, Esq., at Barton Law
Firm, P.A, as bankruptcy counsel; Ouzts, Ouzts & Varn, P.A., as
its financial advisor; SSG Advisors, LLC, as its investment
banker; and Faulkner and Thompson, P.A., to provide limited
accounting services.

The Official Committee of Unsecured Creditors has retained Reid E.
Dyer, Esq., at Moore & Van Allen, PLLC.


STAPLES INC: Downsizing May Be Alarm Call For Traditional Retail
----------------------------------------------------------------
Law360 reported that with Staples Inc.'s announcement that it
plans to close up to 225 stores, bankruptcy professionals wonder
whether it marks part of an alarm call for brick-and-mortar
retailers facing online competition -- and if the office supply
giant could be staring at Chapter 11 if its aggressive downsizing
strategy fails.

According to the report, Massachusetts-based Staples unveiled the
news Thursday that it plans to shutter as many as 225 of its more
than 1,800 North American locations as part of a strategy to shed
$500 million in costs.


STERLING BLUFF: Seeks 2004 Examinations of Bank and Club
--------------------------------------------------------
Sterling Bluff Investors, LLC, filed motions for examination and
production of documents under Bankruptcy Rule 2004 from Coastal
Bank and the Ford Plantation Club, Inc. in "a good faith attempt
to learn more about its assets, including potential claims
against" the Club and the Bank, the Club's and Bank's claims, and
"to assist in the early plan development process."  The motions
were filed one day after the Bank filed a motion to dismiss the
case, which the Club later joined.

The Bank and Club objected because the requests were overly broad
and because the "pending proceeding rule" should apply to require
the debtor to seek discovery under Bankruptcy Rules 7026 and 7037.
The Club also argues that good cause does not exist for the
discovery and that the debtor is not entitled to discovery because
the estate will be administratively insolvent.

Regarding the Bank, the debtor replied that the requests were
narrowly tailored to obtain information related to "a single loan
made by the Bank to the Debtor, which loan serves as the basis of
the Bank's claim."  The debtor also argued that the Bank violated
local rules by not specifically identifying the requests it was
objecting to and the specific objection to each request.

Regarding the Club, the debtor replied that the requests were
"well within the broad scope of Bankruptcy Rule 2004" because they
relate to the debtor's assets and investigating potential
litigation claims. The debtor also countered that the "good cause"
existed because the discovery was "reasonably calculated to lead
to the discovery of information concerning the Debtor, its
property, its causes of action, and its financial affairs.
Further, the debtor relates, whether the estate is
administratively insolvent is irrelevant, but that "should the
need arise, it expects to borrow funds from an affiliated as
necessary."

The debtor also countered that the "pending proceeding" rule did
not apply to the motion to dismiss, a contested matter, and only
applied to adversary proceedings, and only applied to bar
creditors, not trustees or debtors in possession.  If applicable,
the debtor argues, the rule would only apply to discovery requests
related to the Bank's motion to dismiss.  The debtor highlights
that "the Bank guts its own 'pending proceeding' rule objection by
acknowledging that many of the requested documents are 'completely
irrelevant' to its Motion to Dismiss."

Sterling Bluff Investors, LLC, a Georgia limited liability company
formed for the purpose of acquiring and owning lots in a
subdivision known as the Ford Plantation, Bryan County, Georgia,
and also certain club memberships in the Ford Plantation Club,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
S.D. Ga. Case No. 14-40200) in Savannah, Georgia, on Feb. 3, 2014.

The Debtor's counsel is Austin E. Carter, Esq., at Stone & Baxter,
LLP, in Macon, Georgia.

The Debtor estimated assets and debt of $10 million to $50
million.  The petition was signed by Michael Greene, manager.

The United States Trustee said on Feb. 24 that an official
committee under 11 U.S.C. Sec. 1102 has not been appointed in the
bankruptcy case.  The U.S. Trustee attempted to solicit creditors
interested in serving on the Unsecured Creditors' Committee from
the 20 largest unsecured creditors.  After excluding governmental
units, secured creditors and insiders, the U.S. Trustee has been
unable to solicit sufficient interest in serving on the Committee,
in order to appoint a proper Committee.


TAMRAC INC: Camera-Bag Maker to Find Buyer in a Month
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Tamrac Inc., a maker of bags for high-end
photographic equipment, initiated a bankruptcy reorganization in
early January and said it should have a buyer under contract
within a month.

According to the report, the statement was made in papers seeking
an extension of Tamrac's exclusive right to propose a Chapter 11
plan. If granted, the new deadline would be moved back four
months, to Sept. 3.

The case is In re Tamrac Inc., 14-bk-10076, U.S. Bankruptcy Court,
Central District of California (Woodland Hills).  The case was
filed on January 6, 2014.  Judge Maureen Tighe presides over the
case.  The Debtor's counsel is Michael I Gottfried, Esq., and
Roye Zur, Esq., at LANDAU GOTTFRIED & BERGER LLP, in Los Angeles,
California.  The Debtor said it had $1 million to $10 million in
assets and around the same amount of liabilities.  The petition
was signed by Jesselyn T. Cyr, president.


TECUMSEH PRODUCTS: Recharges Turnaround with CRO Hire
-----------------------------------------------------
Mara Lemos Stein, writing for Daily Bankruptcy Review, reported
that Tecumseh Products Inc. is stepping up its turnaround efforts
by hiring a former Cerberus Capital Management associate as its
chief restructuring officer in a bid to halt years of losses and
return to profitability.


THELEN LLP: Trustee Seeks Rulings in 4 Partner Clawbacks
--------------------------------------------------------
Law360 reported that the trustee overseeing the liquidation of
Thelen LLP's estate urged a New York bankruptcy court to rule on
matters concerning when four former Thelen partners being sued in
clawback litigation received allegedly fraudulent payments and to
what extent their partnership agreements allowed for the payments.

According to the report, Chapter 7 Trustee Yann Geron said in
court filings in clawback suits against the four ex-Thelen
partners that they received certain payments and loan advances
near the end of 2008, after the firm had voted to dissolve itself.

                        About Thelen LLP

Thelen LLP, formerly known as Thelen Reid Brown Raysman & Steiner
-- http://thelen.com/-- is a bi-coastal American law firm in
process of dissolution.  It was formed as a product between two
mergers between California and New York-based law firms, mostly
recently in 2006.  Its headcount peaked at roughly 600 attorneys
in 2006, and had 500 early in 2008, with offices in eight cities
in the United States, England and China.

In October 2008, Thelen's remaining partners voted to dissolve the
firm.  As reported by the Troubled Company Reporter on Sept. 22,
2009, Thelen LLP filed for Chapter 7 protection.  The filing was
expected due to the timing of a writ of attachment filed by one of
Thelen's landlords, entitling the landlord to $25 million of the
Company's assets.  The landlord won approval for that writ in June
2009, but Thelen could void the writ by filing for bankruptcy
within 90 days of that court ruling.  Thelen, according to AM Law
Daily, has repaid most of its debt to its lending banks.


THINKFILM LLC: Screen Capital's Claims Axed From Bankruptcies
-------------------------------------------------------------
Law360 reported that a California bankruptcy judge rejected the
claims of Screen Capital International Corp., as well as
approximately $3 million in associated legal fees, in the
bankruptcies of film financier David Bergstein's companies.

According to the report, U.S. Bankruptcy Judge Barry Russell said
during a court hearing that he would grant the motions of R2D2
LLC, ThinkFilm LLC, CT-1 Holdings LLC, CapCo Group LLC and Capitol
Films Development LLC to disallow both Screen Capital's unsecured
claims and its administrative claims.

                        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.


THOMPSON'S WATER: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Thompson's Water Proofing, LLC
        329 South Tulpehocken Street
        Pine Grove, PA 17963

Case No.: 14-01273

Chapter 11 Petition Date: March 21, 2014

Court: United States Bankruptcy Court
       Middle District of Pennsylvania (Wilkes-Barre)

Judge: Hon. John J Thomas

Debtor's Counsel: Albert A. Ciardi, III, Esq.
                  CIARDI CIARDI & ASTIN, P.C.
                  Suite 1930 One Commerce Square
                  Philadelphia, PA 19103
                  Tel: 215 557-3550
                  Fax: 215 557-3551
                  Email: aciardi@ciardilaw.com

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

Estimated Liabilities: $1 million to $10 million

The petition was signed by Troy Tompson, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/pamb14-1273.pdf


TJ PLAZA: Case Summary & 14 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: TJ Plaza, LLC
        3275 S. Jones Blvd. #105
        Las Vegas, NV 89146

Case No.: 14-11894

Chapter 11 Petition Date: March 21, 2014

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Hon. August B. Landis

Debtor's Counsel: Matthew C. Zirzow, Esq.
                  LARSON & ZIRZOW, LLC
                  810 S. Casino Center Blvd. #101
                  Las Vegas, NV 89101
                  Tel: 702-382-1170
                  Fax: 702-382-1169
                  Email: mzirzow@lzlawnv.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Jeff Susa, managing member of manager.

A list of the Debtor's 14 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nvb14-11894.pdf


TOWER AUTOMOTIVE: Moody's Raises CFR to 'B1'; Outlook Stable
------------------------------------------------------------
Moody's Investors Service raised the ratings of Tower Automotive
Holdings USA, LLC's (Holdings USA) Corporate Family and
Probability of Default Ratings, to B1 and B1-PD, from B2 and B2-
PD, respectively. Holdings USA is a wholly-owned indirect
subsidiary of Tower International, Inc. (Tower). In a related
action, Moody's affirmed the B1 rating on Holdings USA's senior
secured term loan and the SGL-3 Speculative Grade Liquidity
Rating. The rating outlook is stable.

The following ratings were raised:

Tower Automotive Holdings USA, LLC

Corporate Family Rating, to B1 from B2;

Probability of Default Rating, to B1-PD from B2-PD

The following ratings were affirmed:

Tower Automotive Holdings USA, LLC

B1 (LGD3, 46%), to the $450 million senior secured term loan B due
2020;

SGL-3, Speculative Grade Liquidity Rating

The $150 million asset based revolving credit facility is not
rated by Moody's

Ratings Rationale

The upgrade of the Corporate Family Rating to B1 incorporates
Tower's gradually improving operating performance combined with
improvements in borrowing cost achieved through the recent pricing
amendment to company's bank credit facilities. As a result,
Tower's profitability and pro forma credit metrics have reached
previously established positive rating triggers established by
Moody's. On a pro forma basis Moody's estimates that Tower's
EBITA/interest and Debt/EBITDA for year-end 2013 were 2.3x and
3.4x (inclusive of Moody's adjustments), respectively. Further,
Moody's believes the company's improved performance and lower
financing cost, along with anticipated new business wins over the
intermediate-term, should support continued positive free cash
flow over the intermediate-term. The ratings also benefit from
Tower's balanced geographic profile which should support continued
improvement in revenues as economic conditions stabilize in Europe
and continued improvement in North American automotive demand.
Tower also maintains a balanced profile across small cars, framed,
and light truck vehicle platform types.

The stable outlook reflects Moody's expectation that Tower's
credit metrics should continue to gradually migrate to higher
levels within the assigned rating range over the intermediate-term
supported by an adequate liquidity profile. The rating outlook
also incorporates Moody's belief that, given Tower's broad equity
investor base, management will have the ability to use free cash
flow support capital reinvestment, new business growth, and
stronger profitability, rather than shareholder returns.

Tower is anticipated to have an adequate liquidity profile over
the near-term supported by cash on hand and a $150 million asset
based revolving credit facility which matures in June 2018. Cash
balances as of December 31, 2013 were $135 million while
availability under the revolving credit facility at December 31,
2013 was $138.5 million after $11.5 million of letters of credit
outstanding. The primary financial covenant under the asset based
revolver is a springing fixed charge covenant of 1.0 to 1 when
availability falls below the greater of 10% of the total facility
commitment and $12.5 million. The senior secured term loan has a
maximum net leverage coverage ratio test.

Future events that have the potential to drive Tower's outlook or
rating higher include: consistent free cash flow generation,
improvement in operating performance resulting in Debt/EBITDA
maintained below 3.0x, and EBITA/Interest coverage inclusive of
restructuring charges above 3.0x.

Future events that have the potential to drive Tower's outlook or
rating lower include regional weaknesses in global automotive
production which are not offset by successful restructuring
actions resulting in Debt/EBITDA above 4.0x, EBITA/Interest being
maintained at 2.0x, or deterioration in the company's liquidity
position.

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

Tower International, Inc. headquartered in Livonia, Michigan, is a
leading integrated global manufacturer of engineered structural
metal components and assemblies primarily serving automotive
original equipment manufacturers. The company manufactures body-
structure stampings, frame and other chassis structures, as well
as complex welded assemblies, for small and large cars,
crossovers, pickups and SUVs. Revenues in 2013 approximated $2.1
billion.


TRIAMP GROUP: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Triamp Group, Inc.
           fka Triamp Production Services
           fka Triamp Communications
        6808 26th St. E, Ste 102
        Fife, WA 98424

Case No.: 14-41502

Chapter 11 Petition Date: March 20, 2014

Court: United States Bankruptcy Court
       Western District of Washington (Tacoma)

Judge: Hon. Brian D Lynch

Debtor's Counsel: Larry B. Feinstein, Esq.
                  VORTMAN & FEINSTEIN
                  500 Union St Ste 500
                  Seattle, WA 98101
                  Tel: 206-223-9595
                  Email: feinstein2010@gmail.com

Total Assets: $348,308

Total Liabilities: $1.73 million

The petition was signed by Robert Johnston, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/wawb14-41502.pdf


TRIBUNE CO: SEC Urges 2nd Circ. to Reverse Unwinding Decision
-------------------------------------------------------------
Law360 reported that the U.S. Securities and Exchange Commission
urged the Second Circuit to overturn a ruling that allowed
unsecured creditors to unwind securities actions as part of the
Tribune Co.'s bankruptcy proceedings, saying it would hinder its
ability to protect the country's markets.

According to the report, in an unsolicited brief, the commission
argued that an affirmation of a New York district court's ruling
would set a dangerous precedent and severely limit the power of
Section 546(e) of the Bankruptcy Code.

The case is In Re: Tribune Litigation, Case No. 13-3992 (2nd
Cir.).

                        About Tribune Co.

Chicago, Illinois-based Tribune Co. -- http://www.tribune.com/--
and 110 of its affiliates filed for Chapter 11 protection (Bankr.
D. Del. Lead Case No. 08-13141) on Dec. 8, 2008.  The Debtors
proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel,
Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez
& Marsal North America LLC as financial advisors; and Epiq
Bankruptcy Solutions LLC as claims agent.  As of Dec. 8, 2008, the
Debtors listed $7,604,195,000 in total assets and $12,972,541,148
in total debts.  Chadbourne & Parke LLP and Landis Rath LLP served
as co-counsel to the Official Committee of Unsecured Creditors.
AlixPartners LLP served as the Committee's financial advisor.
Landis Rath Moelis & Company served as the Committee's investment
banker.  Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in
Wilmington, Delaware, represented the Committee in connection with
the lawsuit filed against former officers and shareholders for the
2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.

Judge Kevin J. Carey issued an order dated July 13, 2012,
overruling objections to the confirmation of Tribune Co. and its
debtor affiliates' Plan of Reorganization.  In November 2012,
Tribune received approval from the Federal Communications
Commission to transfer media licenses, one of the hurdles to
implementing the reorganization plan.  Aurelius Capital Management
LP failed in halting implementation of the plan pending appeal.

Tribune Co. exited Chapter 11 protection Dec. 31, 2012, ending
four years of reorganization.  The reorganization allowed a group
of banks and hedge funds, including Oaktree Capital Management and
JPMorgan Chase & Co., to take over the media company.


TUSCANY INTERNATIONAL: DIP, Restructuring Amendments Filed
----------------------------------------------------------
BankruptcyData reported that Tuscany International Holdings filed
with the U.S. Bankruptcy Court first amendments to its D.I.P. and
restructuring support agreements.

The notice of amendment to the D.I.P. agreement states, "The Co-
Borrowers, TIH have requested certain amendments to the credit
agreement and waiver of certain defaults under the credit
agreement and the Lenders have agreed to amend the credit
agreement and to waive certain defaults thereunder on the terms
described in the amendment....Notwithstanding anything set forth
in this section 8.15 to the contrary, other than an amount of the
Committee's portion of the Carve Out that may be used to pay
Professional Fees of the Committee incurred in investigating the
Prepetition Obligations and liens securing the prepetition
obligations in an amount not to exceed (x) $50,000 for a committee
of creditors holding unsecured claims, if appointed and (y)
$25,000 for a committee of equity holders, if appointed, so long
as any DIP loans or prepetition obligations are then outstanding
or any NM commitments are then in effect...Section 8.30(c) of the
credit agreement is amended and restated by replacing the
reference therein to 'ten days after the amendment effective date'
with a reference to 'March 1, 2014.' Section 8.30(d) of the credit
agreement is hereby amended and restated by replacing the
reference therein to 'March 3, 2014' with a reference to 'March
31, 2014.'"

The notice of amendment to the restructuring support agreement
(dated March 4, 2014) explains, "Subsections (o) through (s) of
section 7 of the Restructuring Support agreement are hereby
amended and restated in their entirety to read as follows: '(o) on
April 8, 2014 (unless such deadline is extended in writing by the
Aggregate Required Lenders) if on or prior to such date (x) the
Disclosure Statement shall not have been approved by the
Bankruptcy Court and (y) bid procedure for a sale of all assets
and properties (including capital stock) of the Debtors shall not
have been approved by the Bankruptcy Court; (p) on May 8, 2014, if
on or prior to such date (x) the Plan shall not have been
confirmed by the Bankruptcy Court and (y) a sale of all assets and
properties of the Debtors shall not have been approved by the
Bankruptcy Court....This agreement and obligations of all parties
hereunder shall terminate automatically without any further
required action or notice if the RSA assumption order is not
entered by the Bankruptcy Court on or before March 24, 2014,
unless the aggregate required lenders provide written notice to
the obligators that they waive the automatic termination of the
agreement pursuant to this section 10 or agree to an extension of
such deadline or on the date that the Plan becomes effective."

                  About Tuscany International

Tuscany International Holdings (U.S.A.) Ltd. and Tuscany
International Drilling Inc. sought protection from creditors under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case
No. 14-10193) in Delaware on Feb. 2, 2014.

Tuscany also commenced ancillary proceedings in the Court
of Queen's Bench of Alberta under the Companies' Creditors
Arrangement Act.

Pursuant to a restructuring support agreement with prepetition
lenders holding 95% of the prepetition loans, the Debtors have
agreed to sell substantially all of the assets of TID to lenders
in exchange for a credit bid of certain of their debt, effectuated
through a plan of reorganization.

Headquartered in Calgary, Alberta, Tuscany is engaged in the
business of providing contract drilling and work-over services
along with equipment rentals to the oil and gas industry.  Tuscany
is currently focused on providing services to oil and natural gas
operators in South America.  Tuscany has operating centers in
Colombia, Brazil, and Ecuador.  The Debtor disclosed $414,624,292
in assets and $207,332,530 in liabilities as of the Chapter 11
filing.

The Colombian and Brazilian businesses are operated by certain
non-debtor affiliates, while the Ecuador business is operated by
branch office of debtor TID.  As of the Petition Date, Tuscany
entities owned 26 rigs, of which 12 are located in Colombia, nine
in Brazil and five in Ecuador.  Of the 26 rigs, 15 were contracted
and operational as of the Petition Date and five were directly
owned by the Debtors.

Latham & Watkins LLP's Mitchell A. Seider, Esq., Keith A. Simon,
Esq., David A. Hammerman, Esq., and Annemarie V. Reilly, Esq.; and
Young Conaway Stargatt & Taylor, LLP's Michael R. Nestor, Esq.,
and Kara Hammond Coyle, Esq., serve as the Debtors' co-counsel.
FTI Consulting Canada, Inc.'s Deryck Helkaa is the chief
restructuring officer.  Prime Clerk LLC is the claims and notice
agent, and administrative agent.  McCarthy Tetrautt LLP is the
special Canadian counsel.  Deloitte & Touche LLP provides tax
services.

The Debtors' plan of reorganization dated March 3, 2014, proposes
that a newly-formed entity organized by certain prepetition
lenders will credit bid a principal amount of the Prepetition
Credit Agreement Claims or DIP Facility Claims to be determined in
exchange for all or substantially all of the assets of the HoldCo.

The U.S. Trustee said that an official committee of unsecured
creditors has not been appointed in the Debtors' cases.

An Official Committee of Equity Security Holders has been
appointed in the case.  The Equity Committee has tapped as
bankruptcy counsel Adam G. Landis, Esq., Kerri K. Mumford, Esq.,
James S. Green Jr., Esq., J. Landon Ellis, Esq., and Joseph D.
Wright, Esq., at Landis Rath & Cobb LLP.


UNICOI WATER: S&P Lowers Rating on 2010 Waterworks Bonds to 'BB'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating six notches
to 'BB' from 'A' on Unicoi Water Utility District, Tenn.'s series
2010 waterworks revenue refunding and improvement bonds and placed
the rating on CreditWatch with negative implications.

"The lowered rating is based on our view of the district's weak
financial risk profile, which includes debt service coverage that
has been well below 1.0x since fiscal 2011, and a near-depletion
of available working capital," said Standard & Poor's credit
analyst Todd Spence.  "The Creditwatch placement is a result of
what, in our opinion, is insufficient information from management
regarding a plan to restore financial metrics at least to minimum
covenanted levels."

"Further degradation in the district's financial health would
likely result in additional pressure on the rating, possibly by
multiple notches," Mr. Spence added.  "Additionally, if we do not
receive sufficient information within the required time period
Standard & Poor's could withdraw the rating."


WALLDESIGN INC: Panel Files Avoidance Suit v. Comerica, BofA
------------------------------------------------------------
Rodger M. Landau, Esq., at Landau Gottfried & Berger LLP, on
behalf of the Official Committee of Unsecured Creditors, filed a
complaint, on behalf of debtor Walldesign Inc., against Comerica
Bank, and Bank of America to set aside and recover fraudulent
transfers and preferential payments, and for turnover of property.

Each of the defendants is an immediate or mediate transferee of
the fraudulent, preferential, or other avoidable transfers alleged
in the complaint, or of the proceeds of the fraudulent,
preferential or other avoidable transfers, and did not take such
transferred property for value, in good faith and without
knowledge of the avoidability of the transfers.

The Committee said that the outcome of the adversary proceeding
will result to a significant effect on the estate because it will
impact the disposition of property of the estate and the amount of
money available for distribution to creditors.

A copy of the complaint is available for free at:

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

                          About Walldesign

Walldesign Inc., incorporated in 1983, has been in the business of
installing drywall, insulation, plaster and providing related
services to single and multi-family construction projects
throughout California, Nevada and Arizona for over 20 years.
Customers include some of the largest homebuilders in the United
States, such as Pulte, DR Horton, K. Hovnanian, Toll Brothers and
KB Homes.  In fiscal 2011, Walldesign generated more than $43.5
million in annual revenues.

Walldesign, based in Newport Beach, California, said the global
credit crisis that occurred in the third quarter of 2008 had a
severe negative impact on its business: capital for construction
projects dried up, buyers vacated the market for new homes and
profit margins on new jobs eroded.  Although it has significantly
downsized its operations in an effort to remain profitable in the
recessionary conditions, cash flow problems arose during this
process.  These problems slowed payments to vendors, precipitating
collection lawsuits forcing it to seek Chapter 11 protection
(Bankr. C.D. Calif. Case No. 12-10105) on Jan. 4, 2012.

Judge Robert N. Kwan presides over the case.  Marc J. Winthrop,
Esq., Sean A. O'Keefe, Esq., and Jeannie Kim, Esq., at Winthrop
Couchot, serve as the Debtor's counsel.  In its petition, the
Debtor estimated $10 million to $50 million in assets and debts.
The petition was signed by Michael Bello, chief executive officer.

Brian Weiss of BSW & Associates serve as the Debtor's Chief
Restructuring Officer.

An official committee of unsecured creditors has been appointed in
the case.  The Committee tapped Jones Day as its counsel.


WALLDESIGN INC: Files Amended Outline for Liquidating Plan
----------------------------------------------------------
Walldesign, Inc., and the Official Committee of Unsecured
Creditors filed with the U.S. Bankruptcy Court for the Central
District of California an Amended Disclosure Statement explaining
the Amended Joint Chapter 11 Plan of Liquidation for the Debtor.

The Debtor and Committee seek to make payments under the Joint
Plan to holders of Allowed Administrative Claims and other holders
of Classes entitled to distributions of all cash on hand, together
with net proceeds realized from the litigation of claims held by
the Estate and liquidation of any other assets.  The Joint Plan
provides for the creation of a Liquidation Trust that will, among
other things, prosecute the Causes of Action, including the
Insider Causes of Action.  The proceeds of the litigation or
settlement of the causes of action will, along with any other
proceeds, be used to pay Allowed Claims on the terms set forth in
the Joint Plan.

Under the Joint Plan, the proceeds of any litigation or settlement
of the Insider Causes of Action are subject to a separate
waterfall designed for the benefit of unsecured creditors.
Allowed Priority Non-Tax Claims are paid in full, any remaining
amount will be distributed on a pro rata basis to holders of
Allowed General Unsecured Claims until such claims are paid in
full.

A copy of the Amended Disclosure Statement is available for free
at http://bankrupt.com/misc/WALLDESIGNINC_amendedds.pdf

                          About Walldesign

Walldesign Inc., incorporated in 1983, has been in the business of
installing drywall, insulation, plaster and providing related
services to single and multi-family construction projects
throughout California, Nevada and Arizona for over 20 years.
Customers include some of the largest homebuilders in the United
States, such as Pulte, DR Horton, K. Hovnanian, Toll Brothers and
KB Homes.  In fiscal 2011, Walldesign generated more than $43.5
million in annual revenues.

Walldesign, based in Newport Beach, California, said the global
credit crisis that occurred in the third quarter of 2008 had a
severe negative impact on its business: capital for construction
projects dried up, buyers vacated the market for new homes and
profit margins on new jobs eroded.  Although it has significantly
downsized its operations in an effort to remain profitable in the
recessionary conditions, cash flow problems arose during this
process.  These problems slowed payments to vendors, precipitating
collection lawsuits forcing it to seek Chapter 11 protection
(Bankr. C.D. Calif. Case No. 12-10105) on Jan. 4, 2012.

Judge Robert N. Kwan presides over the case.  Marc J. Winthrop,
Esq., Sean A. O'Keefe, Esq., and Jeannie Kim, Esq., at Winthrop
Couchot, serve as the Debtor's counsel.  In its petition, the
Debtor estimated $10 million to $50 million in assets and debts.
The petition was signed by Michael Bello, chief executive officer.

Brian Weiss of BSW & Associates serve as the Debtor's Chief
Restructuring Officer.

An official committee of unsecured creditors has been appointed in
the case.  The Committee tapped Jones Day as its counsel.


WALTER ENERGY: S&P Affirms 'B-' Corp. Credit Rating; Outlook Neg.
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B-'
corporate credit rating on Birmingham, Ala.-based Walter Energy
Inc.  The outlook is negative.  S&P also affirmed its 'B' issue-
level rating on the company's senior secured credit facilities and
9.5% senior secured notes.  The recovery rating on the secured
credit facilities and senior secured notes is '2', indicating
S&P's expectation of substantial recovery (70% to 90%) in the
event of a payment default.

S&P also assigned its 'CCC' issue-level rating and '6' recovery
rating to the company's proposed $350 million second-lien PIK
toggle notes and lowered its rating on the senior unsecured debt
to 'CCC' from 'CCC+' and revised the recovery rating on the debt
to '6' from '5'.  A '6' recovery rating indicates S&P's
expectation for negligible (0% to 10%) recovery in the event of a
payment default.

The notes are being issued under 144A, without registration
rights.  The company intends to use the proceeds to repay its 2015
and 2016 maturities.

"The negative outlook reflects our view that market conditions
will remain challenging during the next 12 months and that Walter
Energy's leverage is likely to remain well above 5x and FFO to
total debt less than 10% through 2014," said Standard & Poor's
credit analyst Marie Shmaruk.

"We could lower our rating further if the company were unable to
complete its proposed financing transaction.  Under this scenario,
we could view the company's capital structure as unsustainable in
light of its significant 2015 and 2016 maturities coupled with our
view that cash flow from operations will be negative absent an
improvement in met coal prices.  We could also lower the rating if
market conditions did not improve and prices remained low in 2015,
causing the company to face covenant and liquidity issues.  This
could occur if the company needed to draw more than 30% its
revolving credit facility and could not meet the covenants because
of weak earnings," S&P said.

S&P could revise the outlook to stable if market conditions
improved and the company and leverage began to trend toward 5x and
FFO to total debt above 12%.  This is highly unlikely, in S&P's
view, to occur over the next several quarters.


WARTBURG COLLEGE: Fitch Affirms BB Rating on $47.3MM Revenue Bonds
------------------------------------------------------------------
Fitch Ratings affirms the 'BB' rating on approximately $47.3
million in outstanding private college facility revenue bonds,
series 2005A issued by the Iowa Higher Education Loan Authority on
behalf of Wartburg College (Wartburg).

The Rating Outlook is Stable.

Security
Private college facility revenue bonds are a general obligation of
the college, secured by a lien on revenues of the college and a
mortgage on the core campus.

Key Rating Drivers

Financial Profile Improving: Wartburg's 'BB' rating reflects
continuous operating margin improvement, although margins remain
negative as calculated by Fitch; relative stability in the
unrestricted liquid cushion; and no new debt plans.

Declining Enrollment Trend: Wartburg has experienced two
consecutive years of a reduction in full-time equivalent (FTE)
counts. Management has ramped up recruitment efforts and expects a
slightly higher number of incoming students in fall of 2014.

Financial Flexibility Limited: Wartburg is dependent on student
fees to support about 84% of total expenditures. This critical
reliance on student related revenue is exacerbated by a nearly 50%
discount rate.

Rating Sensitivities

Operating Performance, Resource Deterioration: The rating is
sensitive to shifts in enrollment and resultant impacts to
operating performance. Wartburg's inability to sustain and build
on vastly improved margins over the past four years and stabilize
headcount could negatively pressure the rating. Conversely,
enrollment growth and continued improvement may yield positive
rating momentum.

Credit Profile

Wartburg, established in 1852 as a liberal arts college of the
Evangelical Lutheran church, is located in Waverly, IA and serves
predominantly in-state undergraduate students.

OPERATING MARGINS CONTINUE TO IMPROVE

Wartburg's operating margin, calculated by Fitch to exclude any
non-operating income except for scheduled annual endowment
support, improved in fiscal 2013 but still remained negative
(1.8%).  Fiscal 2014 is expected to be supported by growth in
gifts and contributions, which grew by about $1 million for
fiscals 2012 and 2013.  Although enrollment declined for the
school year 2012-2013, Wartburg's focus on maximizing net yield
per student and curbing expense growth assisted in producing
margin improvement.

Previously Fitch noted an expectation of Wartburg generating a
GAAP basis break-even operating margin by fiscal 2014, which may
be possible given the school's consistent year over year
improvement in operations.  Management expects to achieve their
targets for the year, but Fitch is unable to assess the progress
as Wartburg does not typically produce interim statements.

Limited Revenue Flexibility And High Tuition Discounting

Wartburg's revenues are predominantly sourced from student related
tuition, fees and auxiliary services.  These funds comprise a high
portion of total revenues and represented about 84% of fiscal
2013's total operating revenues.  Wartburg remains dependent upon
enrollment growth, and the college's practice of regularly
implementing increases in tuition and fees is tempered by a high
tuition discounting rate of 49.8% for fiscal 2013.

However, the confluence of high revenue concentration within
student fees and charges along with high discounting has not
detracted from Wartburg's year over year margin improvement.  The
college is expected to continue to have a relatively high discount
rate compared to other private colleges and universities similarly
rated by Fitch.

Fiscal 2013 Liquidity Improved

Balance sheet resources increased in FY13 as a result of
investment returns and gifts and contributions.  Cash and
investments totaled $71.6 million in fiscal 2013, up from about
$61 million in the prior year.  Consequently, available funds,
defined as unrestricted cash and investments increased to $31.8
million in fiscal 2013 from $24 million in fiscal 2012.

Wartburg's available funds offer improvement in cushion and
benefitted from a stronger return in FY13.  These funds covered
61.8% of operating expenditures and 38.5% of long-term debt.  The
college's fiscal year-to-date investment returns are in excess of
4%.  The alternative investment allocation for Wartburg is
approximately 23%, essentially the same as the previous year and
the endowment market value as of January 2014 was $55 million.
Wartburg's reliance upon enrollment-related revenues necessitates
maintenance of the liquidity cushion at or above current levels to
manage potential demand volatility.

Wartburg's long-term debt of $83.4 million yields a high maximum
annual debt service (MADS) burden of 12.4%, although down slightly
from 12.8% in fiscal 2012.  Offsetting the debt burden magnitude
to some degree is the college's ability to cover debt service from
operations. Coverage of MADS increased to 1.2x for fiscal 2013, as
calculated by Fitch. The college's debt burden is expected to
decline over time due to normal amortization and lack of any new
debt plans.


* Branding, Leasing Woes Tip Dining Chains Toward Chapter 11
------------------------------------------------------------
Law360 reported that Sbarro Holdings LLC's return to bankruptcy
underscores the leasing troubles and brand battles many
established restaurant chains are facing in the current economic
climate ? spotlighting the fact that companies need to make
smarter deals to stay ahead of the competition and out of Chapter
11, experts say.


* Detroit Suburbs Devise Ways to Dodge Takeovers as Decay Widens
----------------------------------------------------------------
Chris Christoff, writing for Bloomberg News, reported that
sandwiched between bankrupt Detroit and two foundering cities that
fell under state control, Lincoln Park is trying to avoid the same
fate.

According to the report, the bungalow suburb of 37,000 residents
asked Michigan for a review of its finances, which are so shaky
that it diverted $2.5 million to pensions from a water and sewer
account. The audit, due by April 11, could prompt Governor Rick
Snyder to appoint an emergency manager -- a fate the town wants to
avoid.

Officials in Lincoln Park and other cities are cutting police and
firefighters, skimping on services and warily engaging the state
as conditions that sent Detroit into insolvency ripple outward,
the report related. Lincoln Park's property values fell 46.6
percent since 2007, compared with a 35.2 percent drop across all
of Wayne County, which includes Detroit, according to the
Southeast Council of State Governments.

"We're ahead of the pack," the report cited Lincoln Park City
Manager Joseph Merucci from city hall, which is closed Fridays to
cut costs, as saying.  "A lot of communities may be a year behind
us."

Detroit's fall from industrial supremacy has seeped into aging,
residential suburbs that once prided themselves on better services
and stability than their giant neighbor, the report said.  They
see their own populations and economic advantages flowing away to
more distant communities. Meanwhile, the region's core struggles
on.


* Fewer Stalking Horse Perks Discourage Distressed Buyers
---------------------------------------------------------
Law360 reported that stalking horse bids are key to a successful
sale in a bankruptcy proceeding, but as courts heighten their
scrutiny of bidder protections, some potential investors are
opting to forgo the advantages of a bankruptcy auction process for
the freedom of private sales, experts say.

Sales under Section 363 of the Bankruptcy Code offer obvious
advantages to buyers interested in acquiring a bankrupt company's
assets, most notably the right to purchase the property free and
clear of encumbrances, the report related.


* IRS Bankruptcy Controls Not Always Followed, TIGTA Says
---------------------------------------------------------
Law360 reported that the Internal Revenue Service staff don't
always follow the agency's internal procedures for handling
bankruptcy cases, a problem that may jeopardize taxpayers' legal
rights and the government's interest in resolving outstanding tax
liabilities, the Treasury Inspector General for Tax Administration
said.

According to Law360, in a report analyzing a random sample of 90
bankruptcy cases filed between June 1, 2011, and May 31, 2012,
TIGTA said it found multiple instances in which the IRS did not
conduct an initial case analysis in a timely manner.


* Lender Not Liable for Pension Plan Withdrawal Liability
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a mezzanine lender who purchased a hotel in
bankruptcy didn't have liability for withdrawal from a multi-
employer pension plan, because the pension trustees hadn't shown
the lender was a "trade or business."

According to the report, the case on appeal to U.S. District Judge
Ruben Castillo in Chicago presented a question under the Employee
Retirement Income Security Act of 1974, or ERISA. Someone is
liable along with the employer for withdrawal from a pension fund
if the entity is a "trade or business under common control" with
the owner.

It was agreed that the mezzanine lender was under common control
with the owner, the report related.  The pension fund, however,
didn't present evidence to show that the mezzanine lender was a
"trade or business."

Judge Castillo said the U.S. Court of Appeals in Chicago fashioned
the "trade or business" requirement to exclude "passive
investments" which aren't liable for withdrawal liability, the
report further related.

The case is National Retirement Fund v. Hotel 71 Mezz Lender LLC,
13-03306, U.S. District Court, Northern District Illinois
(Chicago).


* Credit Suisse Documents Point to Mortgage Lapses
--------------------------------------------------
Gretchen Morgenson, writing for The New York Times, reported that
Credit Suisse seemed to be pushing through risky home mortgages
from questionable applicants, an email from the bank's executive
showed.

According to the report, one borrower, the executive wrote,
appeared to be a gas station attendant who was living with his
mother while claiming to make $93,000 a year. Another was a former
sales clerk at Nordstrom who was said to be making $110,000 a
year.  A different email, from another Credit Suisse executive in
June 2007, went further: "Our diligence process is such a joke."

The emails are part of a newly released trove of internal
communications and documents, mostly from 2006 and 2007, that
paint a troubling picture of how Credit Suisse, a major player in
the American mortgage market, operated as the housing bubble
inflated, the report related.  The documents, filed in
Massachusetts state court as part of an investor lawsuit, suggest
that top officials at the bank routinely pressed subordinates to
override due diligence standards and accept questionable loans
that were subsequently bundled into mortgage investments.

The documents are noteworthy because Credit Suisse, unlike many
other major banks, has refused to settle large lawsuits stemming
from the mortgage crisis, the report further related.  The bank
has long maintained that its operations were held to a high
standard and that the mortgage investments it sold lost value
largely because of the broad housing collapse, rather than its
practices.


* Ex-CDR Chief Rubin Spared Prison in Muni Bid-Rigging Case
-----------------------------------------------------------
Bob Van Voris, writing for Bloomberg News, reported that CDR
Financial Products Inc. founder David Rubin was spared prison for
his role in a municipal bond bid-rigging scheme that involved
employees of some of the world's biggest financial institutions.

According to the report, Rubin, 52, was sentenced to two years'
probation and 500 hours of community service on March 13 by U.S.
District Judge Kimba Wood in Manhattan. The judge also ordered
Rubin and CDR to pay $3.5 million in fines. Because CDR is
defunct, Rubin must guarantee his former firm's $2 million share.

Rubin, who must also make as much as $2.1 million in restitution,
pleaded guilty on behalf of himself and his Beverly Hills,
California-based firm in 2011, admitting he took kickbacks for
running sham auctions for investments, the report said.  He was
charged in a federal probe of bid and auction rigging in the
municipal bond market.

A prison sentence would be "a terrible injustice," Judge Wood said
at the March 13 hearing, citing Rubin's guilty plea and
cooperation with authorities, as well as his philanthropy and his
wife's terminal cancer, the report further related.

"I have deep remorse and great regret for my actions," Rubin told
Judge Wood, during an address in which he frequently broke down
with emotion, the report cited.  "I am particularly sorry to my
wife for having put her through this ordeal."


* Former Goldman Trader Ordered to Pay $825,000 to SEC
------------------------------------------------------
Ben Protess, writing for The New York Times' DealBook, reported
that Wall Street's top regulator, the Securities and Exchange
Commission, has taken a number of hard knocks in the courtroom but
recently a federal judge has handed the regulator a pat on the
back that may embolden it to take more cases to trial.

According to the report, the judge has ordered Fabrice Tourre, the
former Goldman Sachs trader at the center of a troubled mortgage
deal, to pay the S.E.C. $825,000 in penalties and other costs. The
sum fell just short of the roughly $1 million payout that the
agency had requested.

The ruling, a capstone to one of the S.E.C.'s most prominent Wall
Street cases and its first significant courtroom victory stemming
from the financial crisis, was equal parts validation and leverage
for an agency that has threatened harsher penalties and fewer
settlements, the report said.  The case could signal to Wall
Street employees, with all their legal resources, that the agency
is willing to take them on and just might win.

But the S.E.C.'s track record in other recent trials shows that
challenges remain, the report noted.  The agency has lost five of
its last 12 trials. And in one losing effort, a judge scolded "the
overreaching, self-serving interpretation that the S.E.C. imposed
on the evidence presented at trial."

The recent losses have raised questions about the costs of a
trial, which can take several weeks and drain resources from the
S.E.C. The trials are often scattered across the country,
incurring travel and hotel costs for S.E.C. lawyers from
Washington, the report said.


* Jefferies to Pay $25MM to Settle Mortgage Bond Trading Charges
----------------------------------------------------------------
Aruna Viswanatha and Jonathan Stempel, writing for Reuters,
reported that Jefferies LLC will pay $25 million to resolve U.S.
criminal and civil investigations into its mortgage bond trading,
after one of its former traders was convicted for defrauding
clients, and authorities said they are investigating whether other
individuals broke the law.

According to the report, the settlements announced by the U.S.
Attorney in Connecticut, the U.S. Securities and Exchange
Commission and the FBI resolve charges that Jefferies failed to
properly supervise traders who cheated clients that took part in a
federal program to kick-start bond markets after the 2008
financial crisis.

"Jefferies management in the fixed income division learned of the
fraud and did nothing to stop it, let alone report it," FBI
special agent in charge of the New Haven, Connecticut unit
Patricia Ferrick said in a statement, the report cited. "Such
egregious conduct supports the $25 million dollar penalty and
underscores the need to investigate and prosecute all responsible
parties."

The payout includes $14 million of fines and $11 million of
restitution to customers, authorities said, the report further
cited.

Now part of Leucadia National Corp, Jefferies agreed to a non-
prosecution agreement with U.S. Attorney Deirdre Daly in
Connecticut, in exchange for its cooperation and improved
oversight of its employees, the report said.


* JPMorgan Whistleblower Gets $63.9 Million in Mortgage Fraud Deal
------------------------------------------------------------------
Jonathan Stempel, writing for Reuters, reported that a
whistleblower will be paid $63.9 million for providing tips that
led to JPMorgan Chase & Co's agreement to pay $614 million and
tighten oversight to resolve charges that it defrauded the
government into insuring flawed home loans.

According to the report, the payment to the whistleblower, Keith
Edwards, was disclosed in a filing with the U.S. district court in
Manhattan that formally ended the case.

In the February 4 settlement, JPMorgan admitted that for more than
a decade it submitted thousands of mortgages for insurance by the
Federal Housing Administration or the Department of Veterans
Affairs that did not qualify for government guarantees, the report
related.

JPMorgan also admitted that it had failed to tell the agencies
that its own internal reviews had turned up problems, the report
further related.

The government said it ultimately had to cover millions of dollars
of losses after some of the bank's loans went sour, resulting in
evictions and foreclosures nationwide, the report added.


* Lockheed Martin Buys Cybersecurity Firm Industrial Defender
-------------------------------------------------------------
Christian Davenport, writing for The Washington Post, reported
that Lockheed Martin announced that it would acquire a
Massachusetts company that helps protect electrical grids, oil and
gas pipelines and other pieces of critical infrastructure against
cyberattacks.

According to the report, the purchase of Industrial Defender,
which has more than 130 employees, is part of a move by the
massive, Bethesda-based defense contractor to expand its cyber
business into commercial markets as the federal government cuts
defense spending. And it comes amid increased warnings that the
nation's power grid is vulnerable to attack.

"Industrial Defender's expertise in cyber security for critical
infrastructure is a natural extension of our commercial cyber
security business," the report cited Marillyn Hewson, Lockheed
Martin chairman, president and chief executive, as saying in a
news release.

Last year, President Obama issued an executive order designed to
strengthen protections for critical infrastructure and a
congressional report found that many utility companies were under
constant attack -- many from hackers in China, Russia and Iran,
the report recalled. One utility said it came under 10,000 attacks
a month.

"The rate of such cyber-attacks against American corporate and
government infrastructure is on the rise and unlikely to abate,"
according to the report, released last year by then-Rep. Ed Markey
(D-Mass.), who is now in the Senate, the report further recalled.

Headquartered in Bethesda, Maryland, Lockheed Martin Corporation
is a global security company and principally engages in the
research, design, development, manufacture, integration, and
sustainment of advanced technology systems and products.  The
Company provides management, engineering, technical, scientific,
logistic, and information services.


* Plan for Fannie, Freddie Pits Taxpayers Against Investors
-----------------------------------------------------------
Dina ElBoghdady, writing for The Washington Post, reported that
the newest Senate plan to dismantle Fannie Mae and Freddie Mac
omits at least one major detail: What happens to the private
investors who scooped up the mortgage companies' shares in hopes
of getting a portion of their recently stellar profits?

"The answer is going to come in court rather than in Congress,"
Sen. Mike Crapo (R-Idaho) told Bloomberg Television.

According to the report, Crapo joined with Sen. Tim Johnson (D-
S.D.) to unveil the broad outlines of a proposal that would wind
down Fannie and Freddie, replace them with a new agency, and shift
some of the risk of mortgage losses to the private sector. The
lawmakers have declined to publicly discuss the details until they
offer their legislation.

But whether the companies are shut down or kept alive, the outcome
of several investor lawsuits making their way through the courts
will ultimately determine how much of the companies' profit will
go to investor groups, the report said.

"The litigation is important because it will determine who gets
that money: the taxpayers or shareholders," Jaret Seiberg, an
analyst with Guggenheim Securities, told the Post.

                          About Fannie Mae

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

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

                          Conservatorship

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

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

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

                        About Freddie Mac

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

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


* Administration Plan Would Rein in For-Profit Colleges
-------------------------------------------------------
Josh Mitchell, writing for The Wall Street Journal, reported that
the Obama administration is striking at for-profit colleges and
other career-training schools, proceeding with a plan to strip
federal funding from institutions whose former students default on
their loans at excessive rates.

According to the report, the move targets schools that fail at
their mission of preparing students for what the administration
calls "gainful employment," instead leaving them deep in debt and
with weak job prospects. The Education Department's new rules
would apply to most for-profit schools and any public-sector
institutions -- mainly community colleges that specialize in
career and technical training.

The Education Department proposal reflects one of the
administration's boldest moves to tackle soaring student debt,
which has nearly doubled since 2007 to about $1.1 trillion, the
report said. Millions of students are falling behind on their
payments. The administration says a disproportionate share of them
are coming from for-profit schools that it labels "predatory,"
luring students to hand over federal aid dollars while failing to
deliver meaningful education.

"Higher education should open doors to opportunity, but students
in these low-performing programs often end up worse off than
before they enrolled: saddled by debt and with few, if any,
options for a career," the report cited Education Secretary Arne
Duncan as saying in a statement.

Federal funds are the biggest source of revenue at most for-profit
schools, which teach about 13% of all students in higher
education, the report related.  The plan is sure to kick off a
lobbying battle between the for-profit sector, their allies in
Congress and the Obama administration. The proposal threatens to
undermine revenues at major education firms including Education
Management Corp., which runs the Art Institutes; Apollo Education
Group Inc., which runs the University of Phoenix; DevRy Education
Group Inc. and Corinthian Colleges Inc.


* Consumer Credit Increased $13.7 Billion in January
----------------------------------------------------
Katherine Peralta, writing for Bloomberg News, reported that
consumer borrowing in the U.S. rose at a slower pace in January as
Americans cut back on their credit-card purchases.

According to the report, the $13.7 billion gain followed a revised
$15.9 billion advance the previous month that was smaller than
initially reported, the Federal Reserve said in Washington.  The
median forecast of economists called for a $14 billion advance in
January. Non-revolving debt, which includes financing for cars and
college tuition, rose by the most in four months.

Rising equity and property values has generated record household
wealth, putting Americans in a position to take advantage of
cheaper borrowing costs for purchases of big-ticket goods such as
cars, the report related.  Faster job and wage growth would
provide a bigger boost for the consumer spending that accounts for
almost 70 percent of the economy.

"We still see a slow but positive growth in the economy and it's
fueling a similar pattern for the consumer-credit data," Mike
Englund, chief economist at Action Economics in Boulder, Colorado,
said before the report, the report cited.  "We have seen faster
growth in consumer credit than consumption since the middle of
2012 and that's largely because of that shift of borrowing toward
student loans, which has allowed these numbers to outpace the
economy."

Estimates (CICRTOT) of the change in consumer borrowing among the
30 economists surveyed by Bloomberg ranged from increases of $8
billion to $16 billion after a previously reported $18.8 billion
rise in December, the report said.  The report doesn't measure
borrowing to secure real estate, such as mortgages and home-equity
lines of credit.


* Fed Nominee Stanley Fischer Focuses on Financial Stability
------------------------------------------------------------
Ylan Q. Mui, writing for The Washington Post, reported that famed
economist Stanley Fischer opened his confirmation hearing to
become vice chairman of the Federal Reserve by advocating for the
central bank to pay close attention to financial stability.

According to the report, the Fed has long had a congressional
mandate to foster maximum employment and guard against inflation.
But after the financial crisis surprised many at the central bank,
lawmakers and economists alike felt the Fed should broaden its
scope.

"The Great Recession has driven home the lesson that the Fed has
not only to fulfill its dual mandate, but also to contribute its
part to the maintenance of the stability of the financial system,"
Fischer told the Senate banking committee, the report cited.
"Almost always, these goals are complementary. But each of them
must be an explicit focus of Fed policy."

The role of the Fed in preventing and popping bubbles has become
one of the major debates within the central bank, the report
related.  Lawmakers peppered Fischer, along with two other
nominees to the Fed -- former Treasury official Lael Brainard and
renominated Fed governor Jerome Powell -- with questions on their
views of the effectiveness of reforms to the banking system since
the crisis and whether the Fed will be able to unwind its massive
stimulus efforts without disrupting the markets.

There is broad agreement that the Fed, in conjunction with other
regulatory agencies, bears responsibility for preventing dramatic
economic swings, the report further related.  But how it should
accomplish that remains open to interpretation. Some Fed
officials, such as governors Daniel Tarullo and Jeremy Stein, have
suggested that the central bank consider raising interest rates to
combat excessively risky behavior. Others, including former Fed
chairman Ben S. Bernanke, argued that the Fed's expanded
regulatory toolkit was sufficient for the job.


* Ga. Court Throws Wrench Into FDIC D&O Insurance Battles
---------------------------------------------------------
Law360 reported that a Georgia federal court added a new step for
insurers to take before they can head to court to challenge
directors and officers coverage for the Federal Deposit Insurance
Corp.'s litigation over bank failures, a peculiar ruling that
attorneys warned could drive up costs for insurers.

According to the report, U.S. District Judge Richard Story turned
heads by holding that his court lacked jurisdiction to consider
OneBeacon Midwest Insurance Co.'s bid to avoid covering former
executives of failed Habersham Bancorp in a suit the FDIC brought.


* Mortgage Market Gets Reshuffled
---------------------------------
Stephanie Armour, Andrew R. Johnson and Rob Copeland, writing for
The Wall Street Journal, reported that Washington's effort to push
banks out of the mortgage-servicing business is propelling the
handling of customers' loans into companies such as hedge funds
and nonbank financial firms.

According to the report, the shift is fueling concern among
federal and state regulators about the level of oversight and
capital requirements in the industries now servicing a growing
share of these loans.

Banks such as Morgan Stanley, Bank of America Corp., Goldman Sachs
Group Inc. and Ally Financial Inc., have been selling mortgage-
servicing rights to nonbank companies, including Ocwen Financial
Corp. and Nationstar Mortgage Holdings Inc., which have doubled
their servicing portfolios in the past year, the report related.

About $1.03 trillion of mortgage-servicing rights were sold in
2013, with the vast majority going to nonbank firms, Guy Cecala,
publisher and chief executive officer of industry newsletter
Inside Mortgage Finance, told the Journal.  Among the 30 largest
mortgage servicers, nonbank firms held a 17% market share at the
end of 2013, up from 9% at the end of 2012 and 6% at the end of
2011.

The business can be lucrative. Servicers typically make money by
collecting a fee from the mortgage's owner -- usually a bank or
investor -- for handling billing and payment collection, the
report said.  Ten of the largest U.S. mortgage lenders took in
$8.23 billion in servicing income in 2013, according to an
analysis by Inside Mortgage Finance.


* Obama Will Seek Broad Expansion of Overtime Pay
-------------------------------------------------
Michael D. Shear and Steven Greenhouse, writing for The New York
Times, reported that President Obama will seek to force American
businesses to pay more overtime to millions of workers, the latest
move by his administration to confront corporations that have had
soaring profits even as wages have stagnated.

According to the report, the president will direct the Labor
Department to revamp its regulations to require overtime pay for
several million additional fast-food managers, loan officers,
computer technicians and others whom many businesses currently
classify as "executive or professional" employees to avoid paying
them overtime, according to White House officials briefed on the
announcement.

Mr. Obama's decision to use his executive authority to change the
nation's overtime rules is likely to be seen as a challenge to
Republicans in Congress, who have already blocked most of the
president's economic agenda and have said they intend to fight his
proposal to raise the federal minimum wage to $10.10 per hour from
$7.25, the report said.

Mr. Obama's action is certain to anger the business lobby in
Washington, which has long fought for maximum flexibility for
companies in paying overtime, the report noted.

Conservatives criticized Mr. Obama's impending action, the report
further noted.  "There's no such thing as a free lunch," said
Daniel Mitchell, a senior fellow with the Cato Institute, who
warned that employers might cut pay or use fewer workers. "If they
push through something to make a certain class of workers more
expensive, something will happen to adjust."


* SEC Asks Municipal Bond Sellers to Report Violations
------------------------------------------------------
William Selway and Tom Schoenberg, writing for Bloomberg News,
reported that the Securities and Exchange Commission urged
municipal borrowers and underwriters to voluntarily report
violations, allowing them to avoid steeper penalties after an
investigation.

According to the report, the regulator said it created an
enforcement program providing standardized settlements for
borrowers and banks that report running afoul of the law. For
states and cities, it would let them avoid financial penalties.

"We encourage eligible parties to take advantage of the favorable
terms we are offering," Andrew Ceresney, director of the SEC's
enforcement division, said in the statement, the report cited.
"Those who do not self-report and instead decide to take their
chances can expect to face increased sanctions for violations."

The commission has toughened enforcement against state and local
governments that borrow in the $3.7 trillion municipal-bond
market, seeking to protect investors from being harmed by
inadequate or misleading disclosures, the report related.

Four months ago, the agency imposed its first fine on a municipal
borrower, a Washington-state district that defaulted on bonds for
an ice-hockey area, a shift from prior focus on penalties against
securities firms, the report further related.


* Senate Makes Deal to Extend Unemployment Benefits
---------------------------------------------------
Humberto Sanchez and Daniel Newhauser, writing for Roll Call,
reported that Senate Democrats are forging ahead with a bipartisan
bill extending emergency unemployment insurance benefits, despite
Speaker John A. Boehner slamming it as unworkable.

"It doesn't change the dynamic," a senior Senate Democratic aide
said of Boehner's criticism, the report cited.  The Ohio
Republican torched the bill, citing a letter from the National
Association of State Workforce Agencies that warned the Senate
unemployment bill would take most states one to three months to
implement and would create new bureaucratic requirements that
would be "virtually impossible" to enforce retroactively.

"The only purpose the letter had was to give [Boehner] a fake
excuse to oppose the bill," the aide continued, the report further
cited.

Labor Secretary Thomas E. Perez also wrote to Senate leaders
reassuring them that the bill can be implemented, the report said.

"I am confident that there are workable solutions for all of the
concerns raised by NASWA," Perez wrote, the report added.


* U.S. Criticized for Lack of Action on Mortgage Fraud
------------------------------------------------------
Matt Apuzzo, writing for The New York Times' DealBook, reported
that four years after President Obama promised to crack down on
mortgage fraud, his administration has quietly made the crime its
lowest priority and has closed hundreds of cases after little or
no investigation, the Justice Department's internal watchdog said.

The report by the department's inspector general undercuts the
president's contentions that the government is holding people
responsible for the collapse of the financial and housing markets,
the DealBook said. The administration has been criticized, in
particular, for not pursuing large banks and their executives.

"In cities across the country, mortgage fraud crimes have reached
crisis proportions," Attorney General Eric H. Holder Jr. said at a
mortgage fraud summit in Phoenix in 2010, the DealBook cited.
"But we are fighting back."

The inspector general's report, however, shows that the F.B.I.
considered mortgage fraud to be its lowest-ranked national
criminal priority, the DealBook related.  In several large cities,
including New York and Los Angeles, F.B.I. agents either ranked
mortgage fraud as a low priority or did not rank it at all.

The F.B.I. received $196 million from the 2009 to 2011 fiscal
years to investigate mortgage fraud, the report said, but the
number of pending cases and agents investigating them dropped in
2011, the DealBook further related.


* Why the DOJ Won't Back Down on Auto Lenders
---------------------------------------------
Danielle Douglas, writing for The Washington Post, reported that
since Ally Financial agreed to the $98 million payment in December
with the U.S. government to settle allegations that it allowed
dealers to charge minorities more for car loans than whites,
dealers have rallied around new industry recommendations to end
discriminatory pricing.  But the government is not backing down on
its investigations.

"There will probably be more actions like Ally in the coming year
because [discretionary pricing] is an industry," Jon Seward,
deputy chief of housing and civil enforcement at the Justice
Department, said during a panel discussion at the National
Community Reinvestment Coalition conference, the report related.
"I don't think Ally is very different from any lender doing
business across the country."

At issue, as Seward said, is an industry practice that too few
consumers even know exists, the report noted.  Car dealers have
the discretion to mark up the interest rate on car loans they
arrange through lenders, a practice that can boost the profit on a
sale of a car by hundreds of dollars.


* Myron Marlin Joins FTI Consulting as Managing Director
--------------------------------------------------------
FTI Consulting, Inc., the global business advisory firm dedicated
to helping organizations protect and enhance their enterprise
value, on March 20 announced the appointment of Myron Marlin as
Managing Director in the firm's Strategic Communications segment.
In his new role, Mr. Marlin will serve as part of the segment's
financial communications and public affairs practices, and will be
based in Washington, D.C.

Mr. Marlin brings more than 20 years of communications experience
handling crisis and issues management; financial issues;
government and regulatory affairs; high-stakes litigation; and
mergers and acquisitions ("M&A") to FTI Consulting.  He also has
significant experience working across the commercial, financial
and public sectors.

"The financial and regulatory landscape has changed dramatically
in recent years, requiring companies to take an integrated
approach to communicating to key policy stakeholders and
influencers," said Edward Reilly , Global CEO of the Strategic
Communications segment.  "Myron will play a key role in further
developing our crisis and issues management offering to protect
and advance our clients' reputations when facing regulatory-driven
events."

Prior to FTI Consulting, Mr. Marlin served for nearly five years
as Director of Communications at the U.S. Securities and Exchange
Commission under chairs, Mary L. Schapiro, Elisse B. Walter and
Mary Jo White.  While there, he coordinated communications
strategy on a range of significant issues, including the agency's
landmark policy of seeking admissions in certain enforcement
cases, and major rulemaking stemming from the Dodd-Frank Act and
JOBS Act.  He also served as a key communications adviser to the
SEC Chair, and counseled senior officials through congressional
testimony, media interviews and other speaking engagements.

"Companies today are facing increased challenges from an
ever-changing and vast network of communications mediums and
stakeholders," said Mr. Marlin.  "In this active regulatory
environment, it is important for companies to have trusted
partners like those at FTI Consulting."

Previously, Mr. Marlin was a Senior Vice President at a global
communications firm, handling crisis, litigation and M&A
communications across a host of industries in the corporate and
non-profit sectors.  Before that, Mr. Marlin served as chief
spokesperson and Director of Public Affairs at the U.S. Department
of Justice, where he led media operations for the DOJ, and oversaw
the communications efforts of the various law-enforcement
components including the Drug Enforcement Administration, Federal
Bureau of Investigation and Immigration and Naturalization
Service.

During his tenure, Mr. Marlin provided communications counsel to
the Attorney General on such high-profile matters as the Elian
Gonzalez case; the lawsuit against the tobacco industry; Microsoft
litigation; and the U.S. Navy reacquisition of Vieques, Puerto
Rico.  Upon his departure, then-U.S. Attorney General Janet Reno
awarded Mr. Marlin the prestigious Edmond J. Randolph Award for
Outstanding Service.  Before his career in Washington, D.C., Mr.
Marlin was an Associate at a New York law firm and focused on
bankruptcy and financial litigation.

Mr. Marlin holds a bachelor's degree in communication and
political science from the University of Michigan, Ann Arbor; and
a law degree from the American University Washington College of
Law in Washington, D.C.  He also serves on the Dean's Advisory
Council at his law school alma mater, and was as a graduate-level
adjunct professor on crisis communications at Johns Hopkins
University.

                       About FTI Consulting

FTI Consulting, Inc. -- http://www.fticonsulting.com-- is a
global business advisory firm dedicated to helping organizations
protect and enhance enterprise value in an increasingly complex
legal, regulatory and economic environment.  With more than 4,200
employees located in 26 countries, FTI Consulting professionals
work closely with clients to anticipate, illuminate and overcome
complex business challenges in areas such as investigations,
litigation, mergers and acquisitions, regulatory issues,
reputation management, strategic communications and restructuring.
The Company generated $1.65 billion in revenues during fiscal year
2013.


* Scott Adamson Joins Vedder Price's Los Angeles Office
--------------------------------------------------------
Vedder Price on March 20 announced the expansion of its California
presence with the addition of corporate lawyer Scott E. Adamson
located in Los Angeles.

Mr. Adamson adds his substantial experience in mergers and
acquisitions, complex corporate transactions and cross-border
transactions to the Vedder Price services already offered in
California, including services for financial institutions such as
finance and bankruptcy, as well as a broad suite of labor and
employment services.  The expansion represents the next step in
the growth of the firm and enhances its experience and depth in
the Finance and Transactions practice area.

For more than 25 years, Mr. Adamson has counseled clients on all
facets of complex corporate transactions.  His experience spans
multiple industries and countries, including construction, health
care, manufacturing, service and technology across the United
States, Australia, Ireland, Japan, Mexico and the United Kingdom.
He routinely leads transactions for entities of varying sizes from
multinational public companies and equity sponsors to emerging,
family-owned and ESOP-owned businesses.  Mr. Adamson was formerly
a partner in the Business and Finance Practice of Morgan Lewis &
Bockius LLP.

"We are focused on providing our middle-market corporate clients
across the globe with top-flight skills and capabilities, as well
as a shared value proposition to back clients.  We are delighted
to welcome Scott, who brings a wealth of broad-based experience
and knowledge to our team.  We look forward to establishing new
relationships and to strengthening our ability to serve our many
clients and friends in this region," said Michael A. Nemeroff,
President and CEO of Vedder Price.

"It's very exciting for me to join a firm like Vedder Price where
there is ongoing growth balanced by commitment to providing
outstanding value to the client.  I am pleased to be a part of
that story," said Mr. Adamson.

The Los Angeles office is located at 10250 Constellation
Boulevard, Suite 2300, Los Angeles, CA 90067, P: +1 (424) 204
7700, F: +1 (424) 204 7702.  It is the sixth location for Vedder
Price across the United States and in London, England.

                       About Vedder Price

Vedder Price is a thriving general-practice law firm with a proud
tradition of maintaining long-term relationships with its clients,
many of whom have been with the firm since its founding in 1952.
With approximately 300 attorneys and growing, Vedder Price serves
clients of all sizes and in virtually all industries from offices
in Chicago, New York, Washington, DC, London, San Francisco and
Los Angeles.


* Bankruptcy Judge Elizabeth Perris to Retire in 2015
-----------------------------------------------------
Katy Stech, writing for The Wall Street Journal, reported that
U.S. Bankruptcy Judge Elizabeth L. Perris plans to retire after 30
years on the Oregon bench.

According to the report, Judge Perris, 62, who is known for
mediating disputes in Detroit's bankruptcy and for other
financially struggling cities, plans to retire in January. She'll
use the extra time to continue mediation work, travel and "not
[have] to be on 6 a.m. conference calls," according to a statement
from her chambers.

Judge Perris handled the bankruptcy of the Roman Catholic
Archdiocese of Portland in 2004, the first of about a dozen
bankruptcies that dioceses around the country have filed to deal
with sexual abuse claims, the report related.

Soon after taking the bench in 1984, Judge Perris presided over
the successful turnaround of steel pipe-welder Northwest Pipe &
Casing Co, the report also related.

Another case involved Microsoft Corp. co-founder Paul Allen and
lenders, whose feuding led the operator of the Rose Garden arena
to file for bankruptcy, the report said.  The arena, renamed the
Moda Center, is home to the Portland Trailblazers basketball team.


* Retired Texas Bankruptcy Judge Larry E. Kelly Dies at 68
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Larry E. Kelly, a retired bankruptcy judge from Waco,
Texas, died at his home on March 19. He was 68.

Judge Kelly was appointed to the bankruptcy bench in the Western
District of Texas in 1986 and served until his retirement in 2007,
the report related.  He was the court's chief judge for 20 years.

Judge Kelly got his undergraduate degree from the University of
Texas at Austin and his law degree in 1974 from the Baylor
University School of Law, the report further related.  He taught
at Baylor as an adjunct professor until shortly before death.


* BOND PRICING -- For Week From March 17 to 21, 2014
----------------------------------------------------

  Company               Ticker  Coupon Bid Price  Maturity Date
  -------               ------  ------ ---------  -------------
Alion Science &
  Technology Corp       ALISCI   10.25        73       2/1/2015
American Airlines
  Pass Through
  Trust 1991            AAL       9.73    51.795      9/29/2014
Buffalo Thunder
  Development
  Authority             BUFLO    9.375    39.125     12/15/2014
CIT Group Inc           CIT       5.25    99.325       4/1/2014
CIT Group Inc           CIT       5.25       101       4/1/2014
Caesars Entertainment
  Operating Co Inc      CZR      12.75      47.1      4/15/2018
Cengage Learning
  Acquisitions Inc      TLACQ     10.5     31.75      1/15/2015
Cengage Learning
  Acquisitions Inc      TLACQ       12        27      6/30/2019
Cengage Learning
  Acquisitions Inc      TLACQ     10.5     31.75      1/15/2015
Champion
  Enterprises Inc       CHB       2.75      0.25      11/1/2037
Energy Conversion
  Devices Inc           ENER         3     7.875      6/15/2013
Energy Future
  Competitive
  Holdings Co LLC       TXU      8.175      9.45      1/30/2037
Energy Future
  Holdings Corp         TXU       5.55        13     11/15/2014
FiberTower Corp         FTWR         9     0.625       1/1/2016
James River Coal Co     JRCC     7.875        14       4/1/2019
James River Coal Co     JRCC       4.5    10.125      12/1/2015
James River Coal Co     JRCC        10      14.5       6/1/2018
James River Coal Co     JRCC     3.125     10.65      3/15/2018
James River Coal Co     JRCC        10        19       6/1/2018
LBI Media Inc           LBIMED     8.5        30       8/1/2017
MF Global
  Holdings Ltd          MF       1.875        54       2/1/2016
MModal Inc              MODL     10.75     24.25      8/15/2020
MModal Inc              MODL     10.75        26      8/15/2020
Momentive
  Performance
  Materials Inc         MOMENT    11.5     29.75      12/1/2016
NII Capital Corp        NIHD        10    42.409      8/15/2016
OnCure Holdings Inc     RTSX     11.75    48.875      5/15/2017
Platinum Energy
  Solutions Inc         PLATEN   14.25     74.75       3/1/2015
Platinum Energy
  Solutions Inc         PLATEN   14.25     74.75       3/1/2015
Platinum Energy
  Solutions Inc         PLATEN   14.25     74.75       3/1/2015
Platinum Energy
  Solutions Inc         PLATEN   14.25     74.75       3/1/2015
Powerwave
  Technologies Inc      PWAV     1.875     0.125     11/15/2024
Powerwave
  Technologies Inc      PWAV     1.875     0.125     11/15/2024
Pulse
  Electronics Corp      PULS         7    80.774     12/15/2014
Residential
  Capital LLC           RESCAP   6.875        32      6/30/2015
Savient
  Pharmaceuticals Inc   SVNT      4.75     0.375       2/1/2018
Susquehanna
  Bancshares Inc        SUSQ    2.0576     97.05       5/1/2014
THQ Inc                 THQI         5      43.5      8/15/2014
TMST Inc                THMR         8        20      5/15/2013
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU         15        29       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU      10.25         4      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU      10.25      3.01      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU       10.5     2.875      11/1/2016
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU         15      36.5       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU      10.25     2.375      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU       10.5      2.75      11/1/2016
Thunderbird
  Resources
  Equity Inc            GMXR         9     1.125       3/2/2018
USEC Inc                USU          3    39.625      10/1/2014
Western Express Inc     WSTEXP    12.5     63.25      4/15/2015
Western Express Inc     WSTEXP    12.5     63.25      4/15/2015



                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com by e-mail.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to the nation's bankruptcy courts.  The
list includes links to freely downloadable of these small-dollar
petitions in Acrobat PDF documents.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2014.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
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                  *** End of Transmission ***