TCR_Public/140325.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Tuesday, March 25, 2014, 2014, Vol. 18, No. 83

                            Headlines

22ND CENTURY: Approved to List Common Stock on NYSE MKT
A123 SYSTEMS: Japan's NEC To Buy Unit of Battery Maker
ACCO BRANDS: S&P Raises Rating on $500MM Sr. Unsec. Notes to 'BB-'
AGFEED INDUSTRIES: Agrees to Revocation of Stock Registration
AGFEED INDUSTRIES: Asks Court to Approve Settlement With SEC

AGFEED INDUSTRIES: Gets Approval to Settle AF Sellco Claims
AGFEED INDUSTRIES: Seeks to Reject Contracts With POEI, et al
ALLIED IRISH: Releases Full Year 2013 Results
APPVION INC: Suspending Filing of Reports with SEC
ARKANOVA ENERGY: Grants 2.5MM Stock Options to Execs. & Directors

AVANTOR PERFORMANCE: Moody's Lowers Corp. Family Rating to 'B1'
BERNARD L. MADOFF: 5 Former Aides Found Guilty of Fraud
BROWNSVILLE MD: Pineda Asks Court to Lift Stay to Pursue Action
BROWNSVILLE MD: Court Approves Outline of Proposed Exit Plan
CAESARS ENTERTAINMENT: Bank Debt Trades at 6% Off

CAMCO FINANCIAL: Huntington Bancshares Acquires Advantage Bank
CEETOP INC: Jessie Wong Stake at 9.8% as of Feb. 20
CHA CHA ENTERPRISES: Has Final OK to Obtain $9.3MM in DIP Loans
CITIZENS DEVELOPMENT: Court Enters Tentative Ruling on Plan
CITIZENS DEVELOPMENT: Seeks Further OK of Caufield's Retention

COMMUNITY HOME: EFP and BHT Balk at Protocol to Settle Claims
COMMUNITY HOME: Motion to Amend Order Appointing Trustee Dismissed
COMMUNITY HOME: Derek Henderson May Withdraw as Counsel
COMPASS PUBLIC: S&P Lowers Rating on 2010A Revenue Bonds to 'BB+'
COOPER-STANDARD HOLDINGS: Moody's Rates New $725MM Sec. Debt 'B1'

DEVONSHIRE PGA: Gets More Time to Remove Actions
DEVONSHIRE PGA: Gets Court Approval to Pay Prepetition Taxes
CYCLONE POWER: Inks New $100,000 Conv. Note With Union Capital
DIOCESE OF HELENA: Ursulines Asks Court to Keep Stay
DIOCESE OF HELENA: Dickstein Shapiro Okayed as Insurance Counsel

DIOCESE OF HELENA: Court Okays Anderson ZurMuehlen as Accountant
DIOCESE OF HELENA: Galusha Higgins Approved as CPAs
DOLAN COMPANY: Case Summary and 30 Largest Unsecured Creditors
EASTERN HILLS: Lain Faulkner Okayed as Ch.11 Trustee's Accountants
EASTERN HILLS: Trustee Can Hire Sherman & Yaquinto as Counsel

ELBIT IMAGING: Court Rejects Liquidation Request
EMPIRE RESORTS: Director Au Fook Yew Resigns
ENDEAVOUR INTERNATIONAL: Obtains $25-Mil. From Securities Sale
ENOVA SYSTEMS: To Sell 7 Million Common Shares to CEO
EVENT RENTALS: Can Proceed with April 21 Auction of Assets

EVENT RENTALS: Has Authority to Pay Bonuses to Key Employees
EXIDE TECHNOLOGIES: Taps King & Spalding as Antitrust Counsel
EXIDE TECHNOLOGIES: To Hire M Cam as IP Consultant and Broker
FLEXERA SOFTWARE: Moody's Affirms B2 CFR & Rates $25MM Debt B1
FLORIDA GAMING: Committee Allowed to Intervene in ABC Suit

FLORIDA GAMING: Prepetition Lender Reserves Right re Sale Protocol
FLORIDA GAMING: Sale Issues Create Confusion, Stalking Horse Says
FRESH & EASY: Wants Plan Filing Date Extended Until May 30
FRESH & EASY: Settles California Employees' Wage Claims
FRESH & EASY: Seeks to Reduce Former Workers' Claims

GENERAL MOTORS: S&P Affirms 'BB' ICR; Outlook Positive
GLOBAL GEOPHYSICAL: Moody's Lowers Corp. Family Rating to Caa2
GRAND CENTREVILLE: Hires Resource International as Consultant
GRAND CENTREVILLE: Taps KLNB LLC as Broker and Agent
GRAND CENTREVILLE: Hires Property Condition as Consultant

GREEN FIELD: Creditors Object to Sealing of Examiner Report
GREEN FIELD: To Sell Turbine Powered Technology to Noteholders
GREEN POWER: UST Seeks Dismissal of Biofuels Company's Case
GYMBOREE CORP: Bank Debt Trades at 10% Off
HELLAS TELECOMMUNICATIONS: Liquidators File 2nd Suit v. TPG, Apax

HOFFMASTER GROUP: S&P Revises Outlook to Neg. & Affirms 'B' CCR
HOUSTON REGIONAL: Astros' Motion to Strike Removal Notice Denied
HOUSTON REGIONAL: March 28 Closed-Door Meeting in Astros' Appeal
HOUSTON REGIONAL: Seeks to Provide "Make-Good" Ads
HOUSTON REGIONAL: Astros Request Oral Argument in Appeal

INFOGROUP INC: Moody's Lowers CFR to 'B3'; Outlook Stable
INNER HARBOR WEST II: Tiderock Files Involuntary Chapter 7
INSTITUTO MEDICO: Says US Trustee Fees for 2013 4th Qtr Was Paid
INTERFAITH HOSPITAL: Files Ch. 11 Plan & Disclosure Statement
ITT EDUCATIONAL: Delays Filing of 2013 Annual Report

J.C. PENNEY: CEO to Get Base Salary of $1.5 Million
JACK TSAI: Yang's Claim Pegged at $0 for Voting Purposes
JEH COMPANY: United Country Cain Agency Okayed as Broker
JEH COMPANY: Can Hires Arnold & Arnold as Special Counsel
KEYWELL LLC: Court Okays Conway MacKenzie's Stallkamp as CRO

KONTRABECKI GROUP: 9th Cir. Affirms Order Denying Bid to Seal
LAREDO HOUSING: S&P Lowers Rating on 1994 Revenue Bonds to 'B'
LEE ENTERPRISES: S&P Assigns 'B-' CCR & Rates $400MM Notes 'B-'
LEE ENTERPRISES: Unveils Pricing of $400MM Senior Secured Notes
LGI ENERGY: 8th Cir. Reduces SCE's Preference Liability

LIFECARE HOLDINGS: Sale, Deal Opposed by U.S. Upheld on Appeal
LIGHTSQUARED INC: Ergen Seeks to Disallow Bankruptcy Loan
LIGHTSQUARED INC: Ergen Calls Suit Illicit Ploy to Help Falcone
LIN MEDIA: S&P Puts 'BB-' Corp. Credit Rating on CreditWatch Neg.
LONG BEACH MEDICAL: Court Sends Hospital to April 29 Auction

LOUIS J. PEARLMAN: Orlando Judge Pares Akerman Fees
M.A.R. REALTY: Has Deal With Bank to Market, Sell Real Property
MCCLATCHY CO: Posts $18.8 Million Fiscal 2013 Net Income
MEDIA GENERAL: S&P Puts 'B+' CCR on CreditWatch Positive
METRO AFFILIATES: Exclusive Plan Filing Deadline Moved to May 5

METRO AFFILIATES: Lease Decision Deadline Extended Thru June 2
MI PUEBLO: Has Final Court Authority to Borrow $32MM in DIP Loans
MICROVISION INC: Incurs $13.2 Million Net Loss in 2013
MINI MASTER: Hires Alice Net as Special Counsel
MMRGLOBAL INC: Unit Inks Settlement Agreement with Walgreens

MOBIVITY HOLDINGS: Adds Phil Guarascio to Board of Directors
MMODAL INC: S&P Withdraws 'D' CCR Over Chapter 11 Filing
MOBILESMITH INC: Sells Additional $450,000 Convertible Note
MONTANA ELECTRIC: Cash Collateral Access Extended Until May 1
MT. GOX: Allowed Trading After Discovering Loss of Bitcoins

NII HOLDINGS: PWC Approves SEC Disclosure About Dismissal
NEONODE INC: Reports $13.1 Million 2013 Net Loss
NNN 123: Plan Exclusivity Period Extended Until May 4
NOBLE LOGISTICS: Seeks to Sell Assets to Gladstone Unit for $14.5M
NOVELIS INC: Moody's Puts 'B1' CFR on Review for Downgrade

NUVILEX INC: Fully Pays Licensing Obligations to Austrianova
OVERSEAS SHIPHOLDING: Sues Proskauer for $450M Over Tax Advice
PACIFIC STEEL: Has Interim Authority to Use Cash Collateral
PACIFIC STEEL: Seeks Authority to Obtain $8.5-Mil. in DIP Loans
PACIFIC STEEL: Chuck Bridges Designated as Ch. 11 Representative

PACIFIC STEEL: Seeks to Employ Binder & Malter as Counsel
PENDRAGON PLC: S&P Revises Outlook to Pos. & Affirms 'B+' CCR
PHI GROUP: Incurs $134,000 Loss in March 31, 2012 Quarter
PHOENIX CMI: Case Summary and Unsecured Creditor
PLUG POWER: Offering $22.4 Million Common Shares

PRESSURE BIOSCIENCES: Obtains $630,380 From Private Placement
PRIME TIME INT'L: Schedules Filing Date Extended to April 29
PRIME TIME INT'L: Has Interim OK to Pay Critical Vendor Claims
PROVISION HOLDING: Unit Inks Int'l Distributor Pact with AOTEX
PULTEGROUP INC: S&P Raises CCR to 'BB+' on Stronger Credit Metrics

QUANTUM FUEL: Incurs $6 Million Net Loss in Fourth Quarter
RENAL CARE: S&P Affirms 'B' CCR on Incremental Debt Add-On
RG STEEL: Asks Judge to Amend Final Cash Collateral Order
RIVER-BLUFF ENTERPRISES: No Creditors' Committee Appointed
RIVER-BLUFF ENTERPRISES: Bank Seeks Abandonment of Wash. Property

SCRUB ISLAND: UST Amends Unsecured Creditors' Committee
SEQUENOM INC: CEO to Retire, William Welch to Assume Position
SIMPLEXITY LLC: Has Interim Authority to Tap DIP Loans
SIMPLEXITY LLC: Former Workers Sue to Recover Unpaid Wages
SOUNDVIEW ELITE: Trustee Hires Kinetic Partners as Consultant

ST. FRANCIS' HOSPITAL: Wins Approval of Disclosure Statement
SURVEYMONKEY INC: Moody's Affirms 'B2' Corporate Family Rating
THERAPEUTICSMD INC: Reports $28.4 Million 2013 Net Loss
TK SERVICES: Case Summary and 20 Largest Unsecured Creditors
TRENTON TITANS: Folds Into Chapter 7 Liquidation

TRANSGENOMIC INC: Inks $7-Mil. Conv. Preferred Stock Financing
TRIDENT RESOURCES: S&P Revises Outlook & Cuts Rating to 'CCC+'
TXU CORP: 2014 Bank Debt Trades at 31% Off
TXU CORP: 2017 Bank Debt Trades at 29% Off
VECTOR GROUP: Moody's Affirms B2 CFR & Ba3 Senior Secured Rating

VELATEL GLOBAL: Xin Hua Acknowledges Receipt Loan Payment
VERMILLION INC: Reports $1.8 Million Fourth Quarter Net Loss
VICTOR OOLITIC: Judge Approves April 14 Auction for Assets
VICTOR OOLITIC: Has Final Authority to Tap $3.5MM in DIP Loans
VITRO SAB: Credit Agricole Asks Court to Enforce Judgment

* Late-Filed State Income Tax Returns Not Discharged

* U.S. High-Yield Defaults Remain Low in 2013, Fitch Says

* Large Companies With Insolvent Balance Sheets


                             *********

22ND CENTURY: Approved to List Common Stock on NYSE MKT
-------------------------------------------------------
22nd Century Group, Inc., has received approval to list its common
stock on the NYSE MKT.  Trading on the NYSE MKT is expected to
commence on Tuesday, March 11, 2014, under the Company's current
symbol, XXII.  In connection with this NYSE MKT listing, 22nd
Century Group will cease trading on the OTCBB and OTCQB.

"The listing of our common stock on NYSE MKT is an important
milestone for the Company since many institutional investors and
retail brokers looking to build a position in 22nd Century Group
stock are not allowed to purchase OTC Bulletin Board stocks,"
stated Joseph Pandolfino, 22nd Century's Founder and CEO.  He
added, "22nd Century Group in recent months has implemented
important components of its business plan and has delivered strong
financial growth, and we anticipate our transition to the NYSE MKT
will greatly facilitate continued growth in shareholder value as
we meet additional upcoming milestones."

"We welcome 22nd Century Group, Inc. to the NYSE MKT's listed
company community," said Scott Cutler, executive vice president &
head of global listings, NYSE Euronext.  "We congratulate 22nd
Century Group on its first day of trading on the NYSE MKT and look
forward to a long-standing partnership with the company and its
shareholders."

22nd Century Group selected Virtu Financial as its Designated
Market Maker on the NYSE MKT.

22nd Century Group is currently scheduled to ring the opening bell
at the New York Stock Exchange on Tuesday June 17, 2014.

For additional information, please visit: www.xxiicentury.com

                        About 22nd Century

Clarence, New York-based 22nd Century Group, Inc., through its
wholly-owned subsidiary, 22nd Century Ltd, is a plant
biotechnology company using technology that allows for the level
of nicotine and other nicotinic alkaloids (e.g., nornicotine,
anatabine and anabasine) in tobacco plants to be decreased or
increased through genetic engineering and plant breeding.

22nd Century reported a net loss of $26.15 million in 2013, a net
loss of $6.73 million in 2012 and a net loss of $1.34 million in
2011.  As of Dec. 31, 2013, the Company had $12.28 million in
total assets, $4.76 million in total liabilities and $7.52 million
in total shareholders' equity.

Freed Maxick CPAs, P.C., in Buffalo, New York, did not issue a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2013.  The accounting firm
previously expressed substantial doubt about the Company's ability
to continue as a going concern in their audit report on the
consolidated financial statements for the year ended Dec. 31,
2012.  The independent auditors noted that 22nd Century has
suffered recurring losses from operations and as of Dec. 31, 2012,
has negative working capital of $3.3 million and a shareholders'
deficit of $6.1 million.  Additional capital will be required
during 2013 in order to satisfy existing current obligations and
finance working capital needs as well as additional losses from
operations that are expected in 2013, the report added.


A123 SYSTEMS: Japan's NEC To Buy Unit of Battery Maker
------------------------------------------------------
Eric Pfanner, writing for The Wall Street Journal, reported that
NEC Corp. of Japan said on March 24 it had succeeded in a second
attempt to acquire a unit of A123 Systems LLC, an American
provider of green-energy technologies that was funded by the Obama
administration before filing for bankruptcy protection in 2012.

According to the report, NEC has agreed to buy a division of A123
that provides power storage systems to alternative energy plants.
NEC said it would pay about $100 million to acquire the business
from Wanxiang Group Corp., a Chinese company that bought A123,
including its automotive battery business, during the bankruptcy
proceedings for $257 million.

At the time, Wanxiang prevailed over a joint bid from NEC and
Johnson Controls Inc., a Milwaukee-based company that was
interested in A123's battery business, the report related.  The
deal prompted scrutiny from Republican U.S. lawmakers because of
concern about American technology falling under Chinese control,
and because A123 had received a $249 million grant from the U.S.
Energy Department to promote alternative energy sources. A portion
of the grant wasn't disbursed because of the bankruptcy.

The deal underlines a shift in strategy at NEC, one of several
troubled Japanese electronics giants that have been withdrawing
from unprofitable consumer electronics businesses like smartphones
and switching their attention to industrial businesses, the report
further related.

The unit that NEC is acquiring, called A123 Energy Solutions, had
only $32 million in sales last year, but the Japanese company has
high hopes for the arm, which is based in Westborough, Mass., the
report said.

                        About A123 Systems

Based in Waltham, Massachusetts, A123 Systems Inc. designed,
developed, manufactured and sold advanced rechargeable lithium-ion
batteries and battery systems and provided research and
development services to government agencies and commercial
customers.  A123 was the recipient of a $249 million federal grant
from the Obama administration.

A123 and U.S. affiliates, A123 Securities Corporation and Grid
Storage Holdings LLC, sought Chapter 11 bankruptcy protection
(Bankr. D. Del. Case Nos. 12-12859 to 12-12861) on Oct. 16, 2012.
A123 disclosed assets of $459.8 million and liabilities totaling
$376 million.  Lawyers at Richards, Layton & Finger, P.A., and
Latham & Watkins LLP serve as the Debtors' counsel.  Lazard Freres
& Co. LLC acts as the Debtors' financial advisors, while Alvarez &
Marsal serves as restructuring advisors.  Logan & Company Inc.
serves as the Debtors' claims and noticing agent.  Brown Rudnick
LLP and Saul Ewing LLP serve as counsel to the Official Committee
of Unsecured Creditors.

Prior to the bankruptcy filing, A123 had an agreement to sell an
80% stake in the business to Chinese auto-parts maker Wanxiang
Group Corp.  U.S. lawmakers opposed the deal over concerns on the
transfer of American taxpayer dollars and technology to China.
When it filed for bankruptcy, the Debtors presented a deal to sell
all assets to Johnson Controls Inc., subject to higher and better
offers.  At the auction in December 2012, most of the assets ended
up being sold for $256.6 million to Wanxiang.  The deal received
approval from the Committee on Foreign Investment in the U.S. on
Jan. 29, 2013.

A123 Systems was renamed B456 Systems Inc., following the sale.

Wanxiang America Corporation and Wanxiang Clean Energy USA Corp.
are represented in the case by lawyers at Young Conaway Stargatt &
Taylor, LLP, and Sidley Austin LLP.  JCI is represented in the
case by Josh Feltman, Esq., at Wachtell Lipton Rosen & Katz LLP.

In May 2013, the Delaware bankruptcy court confirmed the
liquidation plan for A123 Systems Inc.  The Plan repays all
secured creditors in full with some money left over for unsecured
creditors.  Holders of $143.8 million in subordinated notes are
projected to recoup 36.3 percent.  If B456 Systems Inc., the
company's new name, reduces claims to amounts the company believes
correct, the recovery on the subordinated notes could increase to
62.9 percent, according to the disclosure statement.  General
unsecured creditors, who previously were said to have $124 million
in claims, would have roughly the same recovery.


ACCO BRANDS: S&P Raises Rating on $500MM Sr. Unsec. Notes to 'BB-'
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its corporate credit
rating on Lake Zurich, Ill.-based ACCO Brands Corp. at 'BB-'.  The
outlook is stable.

At the same time, S&P raised the issue-level rating on the $500
million senior unsecured notes to 'BB-' from 'B+'.  S&P revised
the recovery rating for the notes to '4', reflecting its
expectations for average (30% to 50%) recovery in the event of
payment default, from '5'.

S&P also affirmed the 'BB+' issue-level rating on ACCO's $780
million senior secured credit facility (which consists of a $530
million term loan A and $250 million revolving credit facility)
due 2018.  The recovery rating for the senior secured facility is
unchanged at '1', reflecting S&P's expectations for very high (90%
to 100%) recovery in the event of payment default.

The ratings on ACCO reflect S&P's view that the company's
financial risk profile is "aggressive" and the business risk
profile is "fair."

The outlook is stable, reflecting S&P's view that the company will
sustain credit measures over the next 12 months despite a low-
single-digit decline in revenue as it reduces debt with free
operating cash flow, sustains or improves its current operating
performance, and maintains adequate liquidity.


AGFEED INDUSTRIES: Agrees to Revocation of Stock Registration
-------------------------------------------------------------
AgFeed USA, LLC, et al., ask the U.S. Bankruptcy Court for the
District of Delaware to approve the settlement agreement with the
Securities and Exchange Commission under which AgFeed Industries,
Inc., will agree to the revocation of the registration of its
securities pursuant to section 12(j) of the Securities Exchange
Act of 1934.

Prior to the Petition Date, AgFeed Industries was a publicly
traded company with approximately 67 million shares of common
stock issued.  In 2011, the Board of Directors of AgFeed
Industries discovered accounting irregularities related to certain
of AgFeed Industries' assets in China, in particular some of the
legacy hog-farm operations and feed mills acquired by AgFeed
Industries during 2007 and 2008.  As a result of this discovery
and the subsequent investigation by the special committee
appointed by the Board, AgFeed Industries concluded that its
audited financial statements for the year ended Dec. 31, 2008,
should no longer be relied upon and began the process of restating
its historical financials.  In connection with the accounting
irregularities, the SEC issued a formal order of investigation in
January 2012, the scope of which related primarily to whether
AgFeed Industries' financial reporting and disclosures violated
the federal securities laws.  In February 2012, AgFeed Industries
voluntarily delisted from the NASDAQ.

In light of AgFeed Industries' failure to file the requisite
annual reports and quarterly/periodic reports, the SEC proposed
that AgFeed Industries enter into the settlement agreement
concerning the revocation of AgFeed Industries' registration,
which provides for AgFeed Industries' consent to the revocation of
its registration pursuant to section 12(j) and is subject to
Bankruptcy Court approval.  Additionally, the settlement agreement
provides for the waiver of certain AgFeed Industries' rights in
connection with a section 12(j) proceeding before the SEC.

The Debtors submit that the settlement agreement satisfies the
relevant factors set forth by the Third Circuit and should be
approved pursuant to section 105(a) of the Bankruptcy Code and
Rule 9019 of the Federal Rules of Bankruptcy Procedure.

A hearing on the motion will be held on April 9, 2014, at 10:30
a.m. (ET).  Objections are due March 26.

The Debtors are represented by Ian J. Bambrick, Esq., Robert S.
Brady, Esq., Donald J. Bowman, Jr., Esq., and Robert F. Poppiti,
Jr., Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington,
Delaware.

                      About AgFeed Industries

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

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

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

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

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


AGFEED INDUSTRIES: Asks Court to Approve Settlement With SEC
------------------------------------------------------------
AgFeed Industries, Inc. asked U.S. Bankruptcy Judge Brendan
Linehan Shannon to approve an agreement it made with the
Securities and Exchange Commission.

Under the deal, AgFeed Industries will agree to the revocation of
the registration of its securities pursuant to section 12(j) of
the Securities Exchange Act of 1934.

The agreement also provides for the waiver of certain of the
company's rights in connection with a section 12(j) proceeding
before the agency.

AgFeed Industries entered into the agreement following its failure
to file annual reports since March 16, 2011, and periodic or
quarterly reports for any fiscal period subsequent to its fiscal
quarter ended June 30, 2011.  The agreement can be accessed for
free at http://is.gd/xOrGe5

A court hearing is scheduled for April 9.  Objections are due by
March 26.

                      About AgFeed Industries

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

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

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

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

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


AGFEED INDUSTRIES: Gets Approval to Settle AF Sellco Claims
-----------------------------------------------------------
AgFeed Industries, Inc. received court approval for a deal, which
settles the claims of AF Sellco LLC against the company.

Under the deal, AF Sellco can assert a $4.3 million secured claim
against AgFeed Industries.  In exchange, AF Sellco will release
all liens it held on the equity interests of AgFeed USA, LLC.

AF Sellco's claims stemmed from a 2010 membership purchase
agreement it made with AgFeed Industries under which the latter
agreed to purchase all of the outstanding equity interests of
AgFeed USA.

AgFeed Industries allegedly defaulted under a promissory note it
delivered to AF Sellco as part of its acquisition of AgFeed USA's
equity interests.

A full-text copy of the settlement agreement is available without
charge at http://is.gd/irHFr2

                      About AgFeed Industries

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

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

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

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

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


AGFEED INDUSTRIES: Seeks to Reject Contracts With POEI, et al
-------------------------------------------------------------
AgFeed USA, LLC has filed a motion seeking court approval to
reject seven contracts which, the company says, are no longer
beneficial to its business.

The contracts to be rejected include four agreements the company
made with Premier Office Equipment Inc.  A list of the contracts
can be accessed for free at http://is.gd/e8BJCa

The contracts were not assumed by High Plains Pork LLC and two
other companies when they acquired substantially all of the assets
of AgFeed USA and its subsidiaries, which are in bankruptcy
protection.

                      About AgFeed Industries

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

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

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

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

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


ALLIED IRISH: Releases Full Year 2013 Results
----------------------------------------------
Allied Irish Banks, p.l.c announced annual results for the full
year ended Dec. 31, 2013.

  * Total operating income up 34% to EUR1.9bn

  * Net Interest Margin (NIM) (excluding ELG) of 1.37%, up from
    1.22% in 2012

  * H2 2013 NIM of 1.67% excluding ELG and NAMA senior bonds

  * Operating expenses down 16% (1) or EUR278m with staff costs
    down 18%

  * Pre-provision operating profit of EUR445 million in 2013,
    EUR769m higher than 2012

  * Total provisions down 25% to EUR1.9bn including substantially
    all of the Central Bank of Ireland Balance Sheet Assessment
    (BSA)

  * Loss before tax down EUR2bn or 55% to EUR1.7bn

Balance Sheet Fundamentals Improved - Positioned for Lending
Growth

  * Loan to deposit ratio of 100%, down 15% from end 2012
    reflecting lower net loans and increased customer accounts

  * Monetary Authority Funding of EUR12.7bn, a reduction of 43%
    from end 2012

  * EUR2bn in debt capital market issuances during 2013

  * Pension deficit reduced ?0.7bn to ?0.1bn at end Dec 2013

  * Core Tier 1 Capital ratio of 14.3% with a Basel III fully
    loaded CET 1 ratio of 10.5% (3) including substantially all
    of the BSA

  * Total impaired loans, together with past due but not impaired
    loans, decreased by c.EUR1.0bn

  * AIB met its targets in relation to the restructuring of
    mortgage and SME arrears with the resolution of arrears the
    number one priority for the bank

Irish lending support in 2013

  * AIB approved over EUR7bn in lending into the Irish economy

  * SME lending approvals of over EUR4bn to c.32k customers, with
    approvals for new loan facilities to SMEs up c.22% year on
    year

   * Estimated 38% market share of drawdowns in the Irish mortgage
     market

Capital Structure

During the course of 2014 the bank intends to provide further
guidance on AIB's capital targets.  The Department of Finance has
indicated that it will enter into discussions with AIB during 2014
regarding AIB's future capital structure including the potential
conversion of 2009 preference shares into equity and potential
options in respect of the contingent capital notes.  Any possible
actions would be subject to all required shareholder and
regulatory approvals.

The potential conversion of preference shares into equity and the
resulting clarity regarding AIB's "fully loaded" Basel III CET1
position is considered a key step towards capital structure
simplification.

CEO Comment

AIB's Chief Executive, David Duffy, described the annual results
as continued evidence of the positive impact of the bank's revised
strategy on operating performance.

"2013 was a year of steady progress at AIB as we implemented our
strategic objectives which saw the bank return to pre-provision,
pre-exceptional, operating profit for the year."

"A number of important milestones have been reached and the
fundamentals of AIB's performance are now trending more positively
both from an operational and economic perspective".

"We are well positioned in our customer businesses, we have
leading market shares across the bank's key product lines in
Ireland and we continue to invest in our franchise.  We are
committed to supporting our customers and economic recovery in
Ireland by providing credit and a wide range of products to our
personal, business and corporate customers.  We approved over
EUR7bn in mortgage, personal, SME and corporate lending to the
Irish economy during 2013 and we are targeting EUR7bn - EUR10bn in
lending approvals, per year, over the next five years".

"We remain focused on sustainable growth and returning to
profitability during 2014.  Notwithstanding the ongoing challenges
facing the bank, we are more optimistic for the outlook of both
the bank and the Irish economy," he said.

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

                         http://is.gd/0yLbgF

                      About Allied Irish Banks

Allied Irish Banks, p.l.c. -- http://www.aibgroup.com/-- is a
major commercial bank based in Ireland.  It has an extensive
branch network across the country, a head office in Dublin and a
capital markets operation based in the International Financial
Services Centre in Dublin.  AIB also has retail and corporate
businesses in the UK, offices in Europe and a subsidiary company
in the Isle of Man and Jersey (Channel Islands).

Since the onset of the global and Irish financial crisis, AIB's
relationship with the Irish Government has changed significantly.

As at Dec. 31, 2010, the Government, through the National Pension
Reserve Fund Commission ("NPRFC"), held 49.9% of the ordinary
shares of the Company (the share of the voting rights at
shareholders' general meetings), 10,489,899,564 convertible non-
voting ("CNV") shares and 3.5 billion 2009 Preference Shares.  On
April 8, 2011, the NPRFC converted the total outstanding amount of
CNV shares into 10,489,899,564 ordinary shares of AIB, thereby
increasing its holding to 92.8% of the ordinary share capital.

In addition to its shareholders' interests, the Government's
relationship with AIB is reflected through formal and informal
oversight by the Minister and the Department of Finance and the
Central Bank of Ireland, representation on the Board of Directors
(three non-executive directors are Government nominees),
participation in NAMA, and otherwise.

The Company reported a loss of EUR2.29 billion in 2011, a loss of
EUR10.16 billion in 2010, and a loss of EUR2.33 billion in 2009.

Allied Irish's consolidated statement of financial position for
the year ended Dec. 31, 2011, showed EUR136.65 billion in total
assets, EUR122.18 billion in total liabilities and EUR14.46
billion in shareholders' equity.

Allied Irish's balance sheet at June 30, 2012, showed EUR129.85
billion in total assets, EUR116.59 billion in total liabilities
and EUR13.26 billion in total shareholders' equity.


APPVION INC: Suspending Filing of Reports with SEC
--------------------------------------------------
Appvion, Inc., has ceased to voluntarily file reports pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of
1934.

Appvion is a 100 percent-owned subsidiary of Paperweight
Development Corp.  Paperweight Development Corp. voluntarily files
reports pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934.

                        About Appvion, Inc.

Appleton, Wisconsin-based Appvion -- http://www.appvion.com/--
creates product solutions through its development and use of
coating formulations, coating applications and Encapsys(R)
microencapsulation technology.  The Company produces thermal,
carbonless and security papers and Encapsys products.  Appvion has
manufacturing operations in Wisconsin, Ohio and Pennsylvania,
employs approximately 1,700 people and is 100 percent employee-
owned.

The Company's balance sheet at Sept. 29, 2013, showed $558.91
million in total assets, $931.51 million in total liabilities and
a $372.59 million total deficit.

                           *     *     *

Appleton Papers carries a 'B' corporate credit rating, with stable
outlook, from Standard & Poor's.  IT has a 'B2/LD' probability of
default rating from Moody's.

As reported by the TCR on Nov. 15, 2013, Moody's Investors Service
upgraded Appvion Inc.'s corporate family rating (CFR) to B1 from
B2.  The upgrade reflects expectations of lower leverage and
improved financial performance and recognizes the company's
decreased borrowing costs and improved debt maturity profile as a
result of the company's proposed financing. The rating outlook is
stable.


ARKANOVA ENERGY: Grants 2.5MM Stock Options to Execs. & Directors
-----------------------------------------------------------------
Arkanova Energy Corporation entered into:

   (i) a Stock Option and Subscription Agreement with Pierre
       Mulacek, the Company's company's president, chief executive
       officer and a director, granting him 300,000 options in
       consideration for his continued services;

  (ii) a Stock Option and Subscription Agreement with Reginald
       Denny, the Company's chief financial officer and a
       director, granting him 300,000 options in consideration for
       his continued services; and

(iii) a Stock Option and Subscription Agreement with Erich Hofer,
       a director of the Company's company, granting him 300,000
       options in consideration for his continued services.

The stock options are exercisable at $0.10 per share and are
exercisable until March 1, 2019.

Effective March 1, 2014, the Company granted an aggregate of
1,600,000 stock options to five individuals who are either
directors, executive officers or key employees of the Company
company.  The Company issued: (i) 1,300,000 of the stock options
to four U.S. persons relying on exemptions from registration
provided by Section 4(a)(2) or Regulation D of the Securities Act
of 1933; and (ii) 300,000 of the stock options to one non-U.S.
person in offshore transactions relying on Regulation S and/or
Section 4(a)(2) of the Securities Act of 1933.

Arkanova Energy entered into an amendment agreement with Pierre
Mulacek, which amends the July 17, 2012, executive employment
agreement between the Company company and Mr. Mulacek.  Under the
terms of the amendment agreement, Mr. Mulacek agreed to reduce his
salary from $240,000 to $135,000 annually.  All other terms remain
the same.

In addition to granting 900,000 options to insiders, the Company
granted the additional 700,000 options to two employees of its
company who are not insiders.  Each option is exercisable at $0.10
per share, and exercisable until the expiry date, which is
March 1, 2019.

                          About Arkanova

Austin, Tex.-based Arkanova Energy Corporation is a junior
producing oil and gas company and is also engaged in the
acquisition, exploration and development of prospective oil and
gas properties.  It holds mineral leases in Delores County, Lone
Mesa State Park, Colorado and leasehold interests located in
Pondera and Glacier Counties, Montana.

In their report on the consolidated financial statements for the
fiscal year ended Sept. 30, 2013, MaloneBailey LLP expressed
substantial doubt about its ability to continue as a going
concern, citing that the Company has incurred cumulative losses
since inception and has negative working capital.

The Company's balance sheet at Dec. 31, 2013, showed $4.58 million
in total assets, $14.38 million in total liabilities and a $9.80
million total stockholders' deficit.


AVANTOR PERFORMANCE: Moody's Lowers Corp. Family Rating to 'B1'
---------------------------------------------------------------
Moody's Investors Service has downgraded to B1 from Ba3 the
corporate family rating (CFR) and to B1-PD from Ba3-PD the
probability of default rating (PDR) of Avantor Performance
Materials Holdings S.A.  In addition, Moody's has downgraded to B1
from Ba3 the rating on the outstanding $220 million first lien,
senior secured credit facility, issued by Avantor's subsidiary
Avantor Performance Materials Holdings, Inc. The outlook on all
ratings remains negative.

"Our downgrade of Avantor's CFR to B1 reflects our updated
expectation that the company will be unable to sustain
profitability and achieve credit metrics that Moody's consider
appropriate for the Ba3 rating," says Anthony Hill, a Moody's Vice
President - Senior Analyst and lead analyst for Avantor.

Moody's made the following assignments:

Downgrades:

Issuer: Avantor Performance Materials Holdings S.A.

Outlook, Remains Negative

Probability of Default Rating, Downgraded to B1-PD from Ba3-PD

Corporate Family Rating, Downgraded to B1 from Ba3

Issuer: Avantor Performance Materials Holdings, Inc.

Outlook, Remains Negative

$35 million Senior Secured Bank Credit Facility due 2016,
Downgraded to B1 (LGD3, 48%) from Ba3 (LGD3, 48%)

$185 million Senior Secured Bank Credit Facility due 2017,
Downgraded to B1 (LGD3, 48%) from Ba3 (LGD3, 48%)

Ratings Rationale

The rating action reflects Avantor's waning performance to date,
as evidenced by the company's financial results for the quarter
ended September 2013, and Moody's expectation of only modest
improvement in the company's laboratory, pharmaceutical, and
semiconductor end markets over the coming quarters.

Newly formed in 2010 from the combination of a number of smaller
companies, Avantor has limited operating history and scale.
Additionally, the company continues to recover from a year of
significant operating difficulties due to the failed
implementation of a new enterprise resource planning (ERP)
software system. Finally, the company's management, which will
face ongoing integration and operational risks, remains untested
and is not fully set.

Moody's believes that management has made progress recovering from
the failed ERP software implementation. Notwithstanding this
improvement in operations, Moody's has lowered its expectations
for the company's ability to stabilize its credit metrics to an
appropriate level and as previously expected. As of quarter-end
September 2013, Avantor's last twelve month revenues and EBITDA of
$456 million and $46 million, respectively, were each
approximately 10% lower than our expectations and after adjusting
for ERP software related issues. Furthermore, while Avantor's
EBITDA margin of 10.1% for the same period was modestly better
than the 9.3% achieved by the company for financial year-end (FYE)
December 2012, it was significantly lower than our expected range
of 11.0% - 12.0%. The same is true for the company's EBIT margin
of 3.1% for the same twelve-month period, which was modestly
better than the 2.3% for FYE December 2012, but well below our
expected range of 5.0% - 6.0%. All figures are on a Moody's-
adjusted basis.

The company's Moody's-adjusted leverage of 4.8x debt/EBITDA for
the last twelve months ending September 2013, is adequate for the
B1 rating. However, while Moody's do not expect Avantor to
increase (or substantially decrease) its gross debt levels over
the near-term, Moody's do expect profitability to remain modest
resulting in a slight increase in leverage over the coming
quarters. Moody's expect the limited profitability to be driven by
a combination of (1) continued softness in Avantor's major end
markets (laboratory, pharmaceutical, and semiconductor); and (2)
lost business due to the poor ERP software implementation.

Furthermore, Avantor has seen many significant top-level
management changes, including three changes in the Chief Executive
Officer (CEO) position in as many years. Avantor's third and
current CEO (who is interim), Richard White, was recently
appointed in September 2013 following the unexpected departure of
the then incumbent CEO, John Steitz, who himself was the second
CEO and had only been with the company for approximately one year
prior to his departure. Before becoming CEO, Richard White was at
Avantor for only one year as the newly appointed Chief Operating
Officer (COO). From July 2013 through February 2014, Avantor had
been operating without a Chief Financial Officer (CFO), though the
company recently announced that Richard Gaynor has joined to fill
this role.

Offsetting slightly Avantor's weak operating performance and
credit metrics is the company's most recent free cash flow (FCF)
results. As the company recovers from the extraordinary calls on
cash that resulted from the poor ERP software implementation,
Avantor's FCF generation has begun to improve. At FYE December
2012, Avantor's Moody's-adjusted FCF to debt ratio of 0.4%;
however, post Avantor's ERP-related expenditures; this ratio was
9.7% for the last twelve months ending September 2013, versus our
expectation of around 3%. This ratio, which is an indicator of a
company's ability to maintain debt service and other non-
discretionary calls on cash, is typically considered credit
negative when it remains below 6% for an extended period.

Moody's considers Avantor's liquidity position to be adequate for
its near term requirements. Moody's expect the company to exhibit
an adjusted cash balance of approximately $35 million at FYE
December 2013 and generate positive free cash flow over the next
four quarters. Avantor's $35 million revolver due in 2015 was
undrawn as of September 30, 2013.

Negative Outlook

The ongoing negative rating outlook primarily reflects Moody's
expectation that Avantor's operating performance and credit
metrics will continue to deteriorate because of (1) continued
softness in Avantor's major end markets (laboratory,
pharmaceutical, and semiconductor); and (2) lost business due to
the poor ERP software implementation.

What Could Change The Rating Up/Down

Moody's does not expect any pressure to move the rating upward
over the coming quarters. However, the rating agency could
stabilize the rating outlook if Avantor were to (1) solidly, and
consistently, generate positive free cash flow (FCF); (2) sustain
a EBITDA margin above 9%; and (3) maintain a debt/EBITDA ratio of
below 4.5x -- all on a Moody's-adjusted basis. Additionally,
Moody's would expect to see the placement of an official-CEO in
the coming quarters.

Conversely, Moody's would likely downgrade Avantor's rating if a
further deterioration in the company's operating performance were
to result in the following: (1) negative free cash flow
generation; (2) a retain cash flow/debt ratio of less than 5%;
and/or (3) a debt/EBITDA ratio above 5.0x -- all on a Moody's-
adjusted and sustained basis. Additionally, the failure to place
an official-CEO and/or any top-level management changes over the
coming quarters may negatively affect the rating.

Avantor manufactures and markets high-purity fine chemicals and
advanced materials for a range of applications including
pharmaceutical production, research and lab testing, and semi-
conductors. Avantor's products are marketed under various
registered or trademarked brand names such as J. T. Baker, Macron
Fine Chemicals, Rankem, BeneSphera, and POCH. The company reported
revenues of $456 million as of the twelve months ended September
2013.

The principal methodology used in this rating was the Global
Chemical Industry Rating Methodology published in December 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.


BERNARD L. MADOFF: 5 Former Aides Found Guilty of Fraud
-------------------------------------------------------
Rachel Abrams, writing for The New York Times' DealBook, reported
that a federal jury found five associates of the convicted
swindler Bernard L. Madoff guilty on 31 counts of aiding one of
the largest Ponzi schemes in history.

According to the report, the case centered around whether or not
the employees had committed securities fraud and other deceptive
acts to knowingly mislead auditors and investors in Madoff
Securities.

The trial in the United States District Court in Manhattan went on
for more than five months, making it one of the longest white-
collar trials in recent memory, the report related.  The five
aides each face decades in prison, although the judge will be able
to use her discretion in sentencing, the report said.

"I'd be very surprised if a federal judge thought it was
appropriate to sentence somebody like this to several decades in
prison," Samuel Buell, a professor of law at Duke University, told
the news agency.

Christopher M. Matthews, writing for The Wall Street Journal,
reported that computer programmers Jerome O'Hara, 51 years old,
and George Perez, 48, were convicted in federal court in Manhattan
of creating phony customer accounts, while portfolio managers
Annette Bongiorno, 66, and JoAnn Crupi, 53, were convicted of
concocting phony trading records. Daniel Bonventre, 67, a former
operations director for Mr. Madoff, helped gin up false books and
records, the jury found.

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.


BROWNSVILLE MD: Pineda Asks Court to Lift Stay to Pursue Action
---------------------------------------------------------------
Brownsville MD Ventures LLC asked U.S. Bankruptcy Judge Richard
Schmidt to deny the motion to lift the automatic stay filed by
secured creditor Pineda Grantor Trust II.

A lawyer representing the trust had asked the bankruptcy judge to
lift the injunction so that the trust can foreclose on its
collateral -- a real property owned by Brownsville in Cameron
County, Texas.  The lawyer argued the trust's interest is not
"adequately protected."

In a court filing, Brownsville said it has sufficient equity in
the real property to protect the interest of the trust and that
the property is necessary for its restructuring.

"The debtor's bankruptcy case is a single asset real estate case,"
said its lawyer, Kell Mercer, Esq., at Husch Blackwell LLP, in
Austin, Texas.  He pointed out that the real property is the most
significant asset of the company.

"Without the real property, the debtor's plan of reorganization
cannot be implemented," Mr. Mercer said.

Pineda Grantor is represented by:

     Ronald A. Simank, Esq.
     Schauer & Simank P.C.
     615 North Upper Broadway, Suite 700
     Corpus Christi, Texas 78401-0781
     Telephone: 361-884-2800
     Telecopier: 361-884-2822

                   About Brownsville MD Ventures

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

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

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

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

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

Judge Richard S. Schmidt presides over the case.


BROWNSVILLE MD: Court Approves Outline of Proposed Exit Plan
------------------------------------------------------------
Brownsville MD Ventures, LLC is now a step closer to emerging from
bankruptcy protection after getting court approval of an outline
of its Chapter 11 plan.

Judge Richard Schmidt of U.S. Bankruptcy Court for the Southern
District of Texas on Feb. 26 approved the disclosure statement,
saying it contains "adequate information" for creditors to decide
on whether to support the company's restructuring plan.

The bankruptcy judge also gave the company the go-signal to begin
the solicitation of votes from creditors.  Brownsville needs to
obtain a majority of votes accepting the plan and a court order
confirming the plan to exit bankruptcy.

Creditors entitled to vote are required to cast their ballots on
or before March 28, which is also the deadline for filing
objections to confirmation of the plan.

Judge Schmidt will hold a hearing on April 1, at 10:00 a.m., to
consider approval of the plan.

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

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

The reorganized company will fund its cash obligations under the
plan with cash on hand, with cash realized from the return of
funds held on deposit by the trust, and by selling the property.
The proposed listing price for the property will be between $15
million to $18 million.

On the effective date of the plan, the reorganized company will
have a board of managers consisting of Chester Gonzalez, the
Sanchez Family Limited Partnership, and Bradley Nordyke.  Mr.
Gonzalez will be the managing member and will be responsible for
the management of the reorganized company.

A full-text copy of Brownsville's disclosure statement is
available for free at http://is.gd/aJNxvv

                   About Brownsville MD Ventures

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

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

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

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

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

Judge Richard S. Schmidt presides over the case.


CAESARS ENTERTAINMENT: Bank Debt Trades at 6% Off
-------------------------------------------------
Participations in a syndicated loan under which Caesars
Entertainment Inc. is a borrower traded in the secondary market at
93.60 cents-on-the-dollar during the week ended Friday, March 21,
2014, according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal.  This represents
a decrease of 0.52 percentage points from the previous week, The
Journal relates.  Caesars Entertainment Inc. pays 525 basis points
above LIBOR to borrow under the facility.  The bank loan matures
on Jan. 1, 2018, and carries Moody's B3 rating and Standard &
Poor's B- rating.  The loan is one of the biggest gainers and
losers among 205 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

                  About Caesars Entertainment

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

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

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

                           *     *     *

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

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

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

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


CAMCO FINANCIAL: Huntington Bancshares Acquires Advantage Bank
--------------------------------------------------------------
Huntington Bancshares Incorporated has completed its merger with
Camco Financial Corp., parent company of Advantage Bank, based in
Cambridge, Ohio.

The simultaneous closing and conversion were completed
successfully with the Advantage banking offices having opened
March 3, 2014, as Huntington branches.

"We are extremely pleased to welcome the more than 55,000
customers of Advantage Bank to Huntington," said Stephen D.
Steinour, chairman, president and CEO of Huntington Bank.  "With
the addition of nine new branches, former Advantage customers and
long-time Huntington customers will enjoy more convenience and
accessibility from Cambridge to Cincinnati.  We are grateful to
our customers for their ongoing commitment to Huntington and we
look forward to continue to invest in products and services that
will make banking easier for them."

Advantage customers are now able to sign up for Huntington's
Asterisk Free Checking an account that has no minimum balance
requirement and comes with 24-Hour Grace overdraft protection,
identity theft protection and platinum debit cards, among other
features.  Advantage small business owners can also begin working
with Huntington's business bankers, who have helped the bank
become the third largest SBA lender in the country as of the most
recent fiscal year.

Customers also will have access to Huntington's entire 1500-ATM
network throughout the Midwest, with no service charge, including
more than 700 traditional and in-store branches.

Shareholders accounting for approximately 88 percent of Camco
shares outstanding elected to receive Huntington common stock in
the transaction.  Because the merger agreement provides that 80
percent of the outstanding Camco shares will be converted into
Huntington common stock (1) shareholders who validly elected the
stock consideration will receive a portion of the merger
consideration in the form of Huntington stock, with the remainder
in cash, (2) shareholders who validly elected the cash
consideration will receive all cash in the merger, and (3) all
shareholders who failed to make a valid election will receive cash
in the merger.

Beginning Monday, March 10, Camco shareholders can call
Computershare's Corporate Actions at 855-396-2084 and reference
"Huntington" for additional information.

                       About Camco Financial

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

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

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

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

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


CEETOP INC: Jessie Wong Stake at 9.8% as of Feb. 20
---------------------------------------------------
In a Schedule 13D filed with the U.S. Securities and Exchange
Commission, Jessie Wong disclosed that as of Feb. 20, 2014, she
beneficially owned 4,039,500 shares of common stock of Ceetop,
Inc., representing 9.86 percent of the shares outstanding.  A copy
of the regulatory filing is available at http://is.gd/lsNt6f

                         About Ceetop Inc.

Oregon-based Ceetop Inc., formerly known as China Ceetop.com,
Inc., owned and operated the online retail platform before 2013.
Due to excessive competition in online retail, the Company has
transformed itself into an integrated supply chain services
provider, and focuses on B to B supply chain management and
related value-added services among enterprises.

China Ceetop's balance sheet at June 30, 2013, showed $3.5 million
in total assets, $4.0 million in total liabilities, and a
stockholders' deficit of $463,482.

                     Going Concern Uncertainty

"For the year ended Dec. 31, 2012, our independent auditors, in
their report on the financial statements, have indicated that the
Company has experienced recurring losses from operations and may
not have enough cash and working capital to fund its operations
beyond the very near term, which raises substantial doubt about
our ability to continue as a going concern.  Management has made a
similar note in the financial statements.  As indicated herein, we
must raise capital for the implementation of our business plan,
and we will need additional capital for continuing our operations.
We do not have sufficient revenues to pay our expenses of
operations.  Unless the Company is able to raise working capital,
it is likely that the Company either will have to cease operations
or substantially change its methods of operations or change its
business plan," the Company said in its quarterly report for the
period ended June 30, 2013.


CHA CHA ENTERPRISES: Has Final OK to Obtain $9.3MM in DIP Loans
---------------------------------------------------------------
Judge Arthur S. Weissbrodt of the U.S. Bankruptcy Court for the
Northern District of California, San Jose Division, gave Cha Cha
Enterprises, LLC, final authority to borrow up to an aggregate
amount of $9,333,514, from Victory Park Capital Advisors, LLC, in
order to repay the Debtor's prepetition debt obligations and
facilitate the restructuring.

                     About Cha Cha Enterprises

Cha Cha Enterprises, LLC, is a California limited liability
company formed in 1998 to purchase a fee interest in property
located at 1775 Story Road, San Jose, California and a leasehold
interest in  property located at 1745 Story Road in San Jose.  Cha
Cha's primary business is the rental of real property.

Cha Cha filed a Chapter 11 petition (Bankr. N.D. Cal. Case
No. 13-53894) on July 22, 2013.  The Debtor estimated at least
$10 million in assets and liabilities.

An affiliate, Mi Pueblo San Jose, Inc., sought Chapter 11
protection (Case No. 13-53893) on the same day.  The cases are not
jointly administered.

Steven H. Felderstein, Esq., at Felderstein Fitzgerald Willoughby
& Pascuzzi LLP serves as counsel.

Robert B. Kaplan, P.C., Esq., and Nicolas De Lancie, Esq., at
Jeffer Mangels Butler & Mitchell LLP, represents secured creditor
Wells Fargo Bank, N.A.


CITIZENS DEVELOPMENT: Court Enters Tentative Ruling on Plan
-----------------------------------------------------------
Judge Laura S. Taylor issued a tentative ruling on Citizens
Development Corp.'s Plan of Reorganization in late February 2014.

The judge opined that subject to a resolution of the California
State Board of Equalization (SBE)'s objection and subject to
certain modifications to the Plan proposed by the Debtor, the Plan
appears confirmable.

As the Court understands, the modifications appear non-material,
but the Debtor's counsel should be prepared to discuss the issue,
Judge Taylor says.

The Debtor's Plan initially drew objections from Ally Financial
Inc. and the California State Board of Equalization (SBE).  The
Debtor and Ally entered into a stipulated settlement, which the
Court appoved on Jan. 29, 2014, resulting in Ally's withdrawal of
its objection.  The SBE's objection remains extant.

The Court also notes that the docket reflects that the Debtor is
current on its monthly operating reports.

                   About Citizens Development

San Marcos, California-based Citizens Development Corp., owns and
operates the Lake San Marcos Resort and Country Club located in
San Diego County.  The Company filed a voluntary petition for
relief under Chapter 11 (Bankr. S.D. Cal. Case No. 10-15142) on
August 26, 2010.  Ron Bender, Esq., and Krikor Meshefejian, Esq.,
at Levene, Neale, Bender, Yoo & Brill LLP, represent the Debtor.
The Debtor estimated its assets and debts at $10 million to
$50 million.

Chapter 11 petitions were also filed by affiliates LSM Executive
Course, LLC (Bankr. S.D. Cal. Case No. 10-07480), and LSM Hotel,
LLC (Bankr. S.D. Cal. Case No. 10-13024).

Tiffany L. Carroll, Acting U.S. Trustee for Region 15, was unable
to appoint an official committee of unsecured creditors in the
Chapter 11 case of Citizens Development Corp.


CITIZENS DEVELOPMENT: Seeks Further OK of Caufield's Retention
--------------------------------------------------------------
Citizens Development Corp. asks the Bankruptcy Court to further
approve Caufield & James LLP's employment as its special counsel
under the terms and conditions of the employment application
originally approved on Jan. 24, 2012.  The Debtor seeks the
continuation of Caufield's services as its special counsel in
relation to its ongoing environmental litigation.

Since 2012, Caufield has been representing the Debtor in the
matter Citizens Development Corporation, Inc. v. County of San
Diego, et al., Case No. 3:12-cv-00334-GPC-KSC, and rendering other
legal services related to the alleged contamination of Lake San
Marcos.

Caufield will seek payment for services solely from the Debtor's
insurance carriers.

Jeffrey L. Caufield, Esq., a partner at Caufield & James LLP,
assures the Court that his firm does not hold or represent any
interest materially adverse to the Debtor or the Debtor's estate
and is thus, a "disinterested person" as the term is defined in
Sec. 101(14) of the Bankruptcy Code.

The U.S. Trustee said it has no objection to the Debtor's request.

                   About Citizens Development

San Marcos, California-based Citizens Development Corp., owns and
operates the Lake San Marcos Resort and Country Club located in
San Diego County.  The Company filed a voluntary petition for
relief under Chapter 11 (Bankr. S.D. Cal. Case No. 10-15142) on
August 26, 2010.  Ron Bender, Esq., and Krikor Meshefejian, Esq.,
at Levene, Neale, Bender, Yoo & Brill LLP, represent the Debtor.
The Debtor estimated its assets and debts at $10 million to
$50 million.

Chapter 11 petitions were also filed by affiliates LSM Executive
Course, LLC (Bankr. S.D. Cal. Case No. 10-07480), and LSM Hotel,
LLC (Bankr. S.D. Cal. Case No. 10-13024).

Tiffany L. Carroll, Acting U.S. Trustee for Region 15, was unable
to appoint an official committee of unsecured creditors in the
Chapter 11 case of Citizens Development Corp.


COMMUNITY HOME: EFP and BHT Balk at Protocol to Settle Claims
-------------------------------------------------------------
The Bankruptcy Court will convene a hearing on April 1, 2014, at
2:30 p.m., to consider the motion to approve procedures for
compromise and settlement of class of claims filed by Kristina M.
Johnson, the Chapter 11 trustee for Community Home Financial
Services, Inc.

At the hearing, the Court will also consider the response filed by
creditors Edwards Family Partnership, LP, and Beher Holdings
Trust.

On March 7, EFP and BHT noted that the Chapter 11 trustee seeks to
establish a reasonable and appropriate protocol for determining
loan payoff amounts and the satisfaction of loan balances in
circumstances where customers/borrowers seek to pay off loans
which were, or are now, being serviced by the Debtor CHFS.   EFP
and BHT contend that any such protocol must be approved on an
interim basis until the time as the trustee obtains the actual
loan files.

Alternatively, EFP and BHT requested that an alternative protocol
for calculating or determining proposed payoff amounts be
established for loans purchased by or assigned to EFP or BHT for
which they or their custodians hold the original notes.

                      About Community Home

Community Home Financial Services, Inc., filed a Chapter 11
petition (Bankr. S.D. Miss. Case No. 12-01703) on May 23, 2012.
Community Home Financial is a specialty finance company located in
Jackson, Mississippi, providing contractors with financing for
their customers.  CHFS operates from one central location
providing financing through its dealer network throughout 25
states, Alabama, Delaware, and Tennessee.  The Debtor scheduled
$44,890,581 in total assets and $30,270,271 in total liabilities.
Judge Edward Ellington presides over the case.

The Debtor was first represented by Roy H. Liddell, Esq., and
Jonathan Bissette, Esq., at Wells, Marble, & Hurst, PPLC as
Chapter 11 counsel.  Wells Marble was terminated Nov. 13, 2013.
The Debtor is now being represented by Derek A. Henderson, Esq.,
in Jackson, Miss.  In 2013, the Debtor sought to employ David
Mullin, Esq., at Mullin Hoard & Brown LLP, as special counsel.

On Aug. 8, 2013, the Court approved the Disclosure Statement
explaining the Debtor's Plan of Reorganization dated Jan. 29,
2013.

Kristina M. Johnson has been appointed the Chapter 11 trustee for
Community Home Financial Services, at the behest of the United
States Trustee.


COMMUNITY HOME: Motion to Amend Order Appointing Trustee Dismissed
------------------------------------------------------------------
The Hon. Edward Ellington of the U.S. Bankruptcy Court for the
Southern District of Mississippi dismissed the motion to alter or
amend the order approving the appointment of Kristina M. Johnson
as Chapter 11 trustee for Community Home Financial Services, Inc.

The Court, in its March 5, 2014 order, said the motion to amend
has been withdrawn with prejudice and the appointment order, which
is dated Jan. 21, is now final and non-appealable.

The Court said it has been advised that the motion and objection
to the relief are withdrawn with prejudice, subject to an
agreement that no appeals will be filed.

Henry G. Hobbs, Jr., Acting U.S. Trustee for Region 5, in its
response to the Debtor and William D. Dickson's motion to alter,
stated that the movants have provided no grounds that satisfy the
requirements for alteration or amendment.  Mr. Hobbs is
represented by Margaret O. Middleton, Esq.

On Feb. 25, Jeffrey R. Barber, Esq., at Jones Walker LLP, on
behalf of Ms. Johnson, objected to the motion, stating that the
motion does not seek to correct a manifest error of law or fact or
to present newly discovered evidence.

On Feb. 20, EFP and BHT filed their response to the motion,
stating that the motion must be denied because Dickson/CHFS have
failed to present sufficient proof to permit amendment or
alteration of the Order.

In an order dated March 4, the Court dismissed, as moot, the
motions to (i) appoint a Chapter 11 trustee filed by Edwards
Family Partnership, LP and Beher Holdings Trust; and (ii) appoint
an examiner filed the Debtor, in relation to the Court having
granted the U.S. Trustee's emergency motion to appoint a trustee,
and subsequently approving Ms. Johnson's appointment.

                      About Community Home

Community Home Financial Services, Inc., filed a Chapter 11
petition (Bankr. S.D. Miss. Case No. 12-01703) on May 23, 2012.
Community Home Financial is a specialty finance company located in
Jackson, Mississippi, providing contractors with financing for
their customers.  CHFS operates from one central location
providing financing through its dealer network throughout 25
states, Alabama, Delaware, and Tennessee.  The Debtor scheduled
$44,890,581 in total assets and $30,270,271 in total liabilities.
Judge Edward Ellington presides over the case.

The Debtor was first represented by Roy H. Liddell, Esq., and
Jonathan Bissette, Esq., at Wells, Marble, & Hurst, PPLC as
Chapter 11 counsel.  Wells Marble was terminated Nov. 13, 2013.
The Debtor is now being represented by Derek A. Henderson, Esq.,
in Jackson, Miss.  In 2013, the Debtor sought to employ David
Mullin, Esq., at Mullin Hoard & Brown LLP, as special counsel.

On Aug. 8, 2013, the Court approved the Disclosure Statement
explaining the Debtor's Plan of Reorganization dated Jan. 29,
2013.


COMMUNITY HOME: Derek Henderson May Withdraw as Counsel
-------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Mississippi
authorized Derek A. Henderson, Esq., and David M. Mullin, Esq. at
the law firm of Mullin, Hoard & Brown to withdraw as counsel for
Community Home Financial Services, Inc.

The Court, in its order, stated that Messrs. Henderson and Mullin
have resolved the matter with Kristina M. Johnson, as Chapter 11
trustee, in relation to her limited objection filed on Feb. 25,
2014.

The Chapter 11 trustee objected specifically to the allegations
that there "are no obligations remaining for either of [the
counsel] in their respective capacities."  The trustee said that
there are pending turnover demands and other requests for
information that the trustee has demanded of Mr. Henderson and Mr.
Mullin.

As reported in the Troubled Company Reporter on Feb. 26, 2014,
Messrs. Henderson and Mullin stated that there were no obligations
remaining for them and requested that they be relieved of any
additional obligations to the estate, and be allowed to
participate as necessary for finalizing fee applications.

The Court on Nov. 26 authorized the Debtor to employ Mr. Mullin of
Mullin Hoard & Brown LLP, as special counsel.  However, the Court
on Nov. 27 issued an order holding the matter in abeyance.

As reported in the TCR on Dec. 5, 2013, Edwards Family Partnership
and Beher Holdings Trust objected to the Debtor's application to
employ the Mullin firm as special counsel, and asked that the
Court deny the motion or hold it in abeyance pending the outcome
of a motion to appoint a trustee in this case.

The Debtor had sought to retain Mr. Mullin, an out of state
attorney, as special counsel to represent it in adversary
proceedings and contested matters in its bankruptcy proceeding;
and proposed to pay Mr. Mullin at the rate of $325 per hour plus
costs with a retainer of $50,000.

EFP and BHT, which claim to hold 99.9% of the claims in the
Chapter 11 case, argued that employment of counsel from out-of-
state will necessarily increase the administrative costs of the
case and there has been no showing that additional counsel, if
necessary, could not be obtained from Mississippi.

                      About Community Home

Community Home Financial Services, Inc., filed a Chapter 11
petition (Bankr. S.D. Miss. Case No. 12-01703) on May 23, 2012.
Community Home Financial is a specialty finance company located in
Jackson, Mississippi, providing contractors with financing for
their customers.  CHFS operates from one central location
providing financing through its dealer network throughout 25
states, Alabama, Delaware, and Tennessee.  The Debtor scheduled
$44,890,581 in total assets and $30,270,271 in total liabilities.
Judge Edward Ellington presides over the case.

The Debtor was first represented by Roy H. Liddell, Esq., and
Jonathan Bissette, Esq., at Wells, Marble, & Hurst, PPLC as
Chapter 11 counsel.  Wells Marble was terminated Nov. 13, 2013.
The Debtor is now being represented by Derek A. Henderson, Esq.,
in Jackson, Miss.  In 2013, the Debtor sought to employ David
Mullin, Esq., at Mullin Hoard & Brown LLP, as special counsel.

On Aug. 8, 2013, the Court approved the Disclosure Statement
explaining the Debtor's Plan of Reorganization dated Jan. 29,
2013.

Kristina M. Johnson has been appointed the Chapter 11 trustee for
Community Home Financial Services, at the behest of the United
States Trustee.


COMPASS PUBLIC: S&P Lowers Rating on 2010A Revenue Bonds to 'BB+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services has lowered its long-term
rating to 'BB+' from 'BBB-' on Idaho Housing & Finance Assn.'s
series 2010A tax-exempt nonprofit facilities revenue bonds and
2010B taxable nonprofit facilities revenue bonds issued on behalf
of Compass Public Charter School (Compass).  The outlook is
stable.

"The lower rating reflects Standard & Poor's evaluation of the
credit risks associated with Compass, specifically lower liquidity
and less than 1x current and maximum annual debt service coverage
(MADS) as the result of negative operations, and the continued use
of reserves to balance operations," said Standard & Poor's credit
analyst Debra Boyd.  "It also recognizes the school's enterprise
profile with enrollment near physical and charter capacity, strong
academic performance, and a stable management team," added Ms.
Boyd.

Bond proceeds were used to fund the purchase of the school's
existing single-site facility, a 38,065-square-foot school on a
3.6-acre site.  The school has pledged its gross revenues, which
primarily consist of payments from the state on a per-pupil
average daily attendance basis, for loan payments.  Its obligation
to make payments is absolute and unconditional, even in the event
of damage to or the destruction of the facility.  Bondholders are
provided mortgage and security interests in the facility.


COOPER-STANDARD HOLDINGS: Moody's Rates New $725MM Sec. Debt 'B1'
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Cooper-Standard
Holdings Inc.'s (CS Holdings) proposed $725 million of senior
secured term loan. CS Holdings Inc. is the parent holding company
of Cooper-Standard Automotive Inc. (Cooper-Standard). In a related
action, Moody's affirmed the Corporate Family and Probability of
Default Ratings of CS Holdings at B2 and B2-PD, respectively, and
the company's existing debt ratings. CS Holdings' Speculative
Grade Liquidity Rating was affirmed at
SGL-3. The rating outlook is changed to positive from stable.

The proposed $725 million of senior secured term loans is expected
to be issued by an intermediate holding company of Cooper-Standard
with the intermediate holding company subsequently merged into
Cooper-Standard. The net proceeds from the proposed term loan is
expected to be used to refinance $200 million in aggregate
principal amount of Senior PIK Toggle Notes due 2018 at CS
Holdings, $450 million in aggregate principal amount of 8% Senior
Notes due 2018 at Cooper-Standard, pay related fees and expenses,
and provide cash to the balance sheet. Upon completion of the
transaction, annual interest expense is expected to materially
reduce. The consummation of the refinancing is subject to market
and other customary conditions.

The following rating was assigned:

Cooper-Standard Automotive Inc.

  $725 million senior secured term loan due 2021, at B1 (LGD3,
  39%)

The following ratings were affirmed:

Cooper-Standard Holdings Inc.

  Corporate Family Rating, at B2;

  Probability of Default, at B2-PD.

  $200 million unguaranteed senior unsecured notes due 2018, at
  Caa1 (LGD6, 93%), (this rating will be withdrawn upon its
  repayment):

  Speculative Grade Liquidity Rating, at SGL-3

Cooper-Standard Automotive Inc.

  $450 million guaranteed senior unsecured notes due 2018, at B2
  (LGD3, 49%),

  (this rating will be withdrawn upon its repayment):

The $150 million asset based revolving credit facility is not
rated by Moody's.

Following the completion of the transaction, CS Holdings'
Corporate Family, Probability of Default, and Speculative Grade
Liquidity Ratings will be assigned to Cooper-Standard Holdings
Inc. and withdrawn at CS Holdings.

Ratings Rationale

The change of Cooper-Standard's rating outlook to positive
reflects the expected improvement in borrowing costs from the
proposed refinancing combined with management's indication that
certain start-up costs related to the launch of some sealing and
trim products will be eliminated by mid-year 2014. On a pro forma
basis, as a result of the improvement in borrowing costs,
EBITA/Interest for 2013 is estimated to improve to 3x from an
actual of 2.1x (inclusive of Moody's standard adjustments). Pro
forma Debt/EBITDA is estimated to be 4.1x at year-end 2013
compared to an actual of 3.8x. Yet, Cooper-Standard's operating
performance has supported improved leverage following the
incremental debt assumed to fund shareholder returns in the second
quarter of 2013.

The rating outlook is also supported by the company's leading
market positions in its fluid handling and vehicle sealing systems
businesses. Despite challenging operating conditions in Europe
(about 35% revenues) for 2013, Cooper Standard was able to grow
revenues in the region and decrease segment operating losses
compared to the prior year. Moody's forecasts demand in Europe to
grow 3% in 2014 which should support the company's prospects in
the region. Cooper-Standard generates about 52% of revenues in
North America where Moody's forecasts U.S. demand to improve about
3% in 2014. Management has also guided to increasing capital
expenditures and ongoing restructuring actions to support the
company's growth and margin improvement over the intermediate-
term.

Cooper-Standard's SGL-3 Speculative Grade liquidity profile
incorporates the anticipation of an adequate liquidity profile
over the near-term supported by cash on hand and availability
under the $150 million asset based revolving credit facility. At
December 31, 2013, the company had $184 million of cash on hand. A
portion of the proceeds from the proposed term loan is expected to
provide additional cash to the balance sheet. The revolving credit
facility was undrawn and had availability of about $113 million
after $37 million of issued letters of credit. Moody's believes
Cooper-Standard will generate positive free cash flow over the
next twelve months supported by improved operating margins. As of
December 31, 2013, the company sold about $104 million of factored
receivables on a non-recourse and recourse basis. The risk of
these outlets being available over the long-term weighs on the
company's liquidity profile. 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 $15 million
or 10% of the facility commitment. The proposed term loan is not
expected to have financial maintenance covenants.

Future events that have the potential to drive a higher rating
include continued free cash flow generation with improvement in
operating performance resulting in Debt/EBITDA at 3.5x and
EBITA/Interest coverage, inclusive of restructuring, approaching
3.5x.

Future events that have the potential to drive a lower outlook or
rating include weaknesses in global automotive demand which is not
offset by successful restructuring actions resulting in EBITA
margins approaching 4.0%, EBITA/Interest coverage approaching 2x,
increased borrowings or earnings declines leading to Debt/EBITDA
leverage approaching 5x. Debt funded shareholder returns or a
weakening liquidity position would also drive a lower outlook or
rating.

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.

Cooper-Standard, headquartered in Novi, Mich., is a leading global
supplier of systems and components for the automotive industry.
Products include sealing and trim, fuel and brake delivery, fluid
transfer, thermal and emissions and anti-vibration systems.
Cooper-Standard employs more than 25,300 people globally and
operates in 19 countries around the world. The company had net
sales of $3.1 billion in 2013.


DEVONSHIRE PGA: Gets More Time to Remove Actions
------------------------------------------------
U.S. Bankruptcy Judge Christopher Sontchi has given Devonshire PGA
Holdings LLC until April 15 to file notices of removal of lawsuits
or actions involving the company and its affiliated debtors.

The extension gives the company an opportunity "to make more fully
informed decisions" concerning the removal of any pre-bankruptcy
lawsuit or action, according to its lawyer, M. Blake Cleary, Esq.,
at Young Conaway Stargatt & Taylor LLP, in Wilmington, Delaware.

Devonshire PGA Holdings LLC has officially emerged from bankruptcy
protection on Jan. 1, exactly one month after its Chapter 11 plan
of reorganization was confirmed by the bankruptcy judge.

The restructuring plan aimed to see secured lender Erickson Living
Properties LLC swap its debt for equity in a reorganized company.

                   About Devonshire PGA Holdings

Operators of assisted living facilities, led by Devonshire PGA
Holdings LLC, sought Chapter 11 bankruptcy in U.S. Bankruptcy
Court in Wilmington, Delaware on Sept. 19, 2013.

Chatsworth PGA Properties (Bankr. D. Del. Case No. 13-12457) has
estimated liabilities of between $100 million and $500 million,
and assets of up to $10 million.  Chatsworth PGA Properties
provides assisted living services for the elderly.  It also offers
nursing and dementia care.

Devonshire PGA Holdings LLC (Case No. 13-12460), the owner of an
assisted-living facility in Florida, and based in Palm Beach
Gardens, estimated under $50,000 in assets and up to $50 million
in debts.  Another entity, Devonshire at PGA National LLC,
estimated more than $100 million in both assets and debt.

The Debtors are represented by M. Blake Cleary, Esq., at Young
Conaway Stargatt & Taylor, LLP, as counsel.  Epiq Bankruptcy
Solutions, LLC, serves as claims agent, and as administrative
advisor for the Debtors.  Alvarez & Marsal Healthcare Industry
Group, LLC, serves as restructuring advisors, and Alvarez's Paul
Rundell serves as Chief Restructuring Officer.

An official committee of unsecured creditors has not yet been
appointed in these cases by the Office of the United States
Trustee.


DEVONSHIRE PGA: Gets Court Approval to Pay Prepetition Taxes
------------------------------------------------------------
Devonshire PGA Holdings LLC received approval from U.S. Bankruptcy
Judge Christopher Sontchi to pay real property taxes for the 2013
tax year.

The court order authorizes the company  to pay its taxes to the
appropriate Palm Beach County taxing authority in an aggregate
amount of up to $1.25 million.

                   About Devonshire PGA Holdings

Operators of assisted living facilities, led by Devonshire PGA
Holdings LLC, sought Chapter 11 bankruptcy in U.S. Bankruptcy
Court in Wilmington, Delaware on Sept. 19, 2013.

Chatsworth PGA Properties (Bankr. D. Del. Case No. 13-12457) has
estimated liabilities of between $100 million and $500 million,
and assets of up to $10 million.  Chatsworth PGA Properties
provides assisted living services for the elderly.  It also offers
nursing and dementia care.

Devonshire PGA Holdings LLC (Case No. 13-12460), the owner of an
assisted-living facility in Florida, and based in Palm Beach
Gardens, estimated under $50,000 in assets and up to $50 million
in debts.  Another entity, Devonshire at PGA National LLC,
estimated more than $100 million in both assets and debt.

The Debtors are represented by M. Blake Cleary, Esq., at Young
Conaway Stargatt & Taylor, LLP, as counsel.  Epiq Bankruptcy
Solutions, LLC, serves as claims agent, and as administrative
advisor for the Debtors.  Alvarez & Marsal Healthcare Industry
Group, LLC, serves as restructuring advisors, and Alvarez's Paul
Rundell serves as Chief Restructuring Officer.

An official committee of unsecured creditors has not yet been
appointed in these cases by the Office of the United States
Trustee.


CYCLONE POWER: Inks New $100,000 Conv. Note With Union Capital
--------------------------------------------------------------
Union Capital LLC entered into a debt purchase agreement with TCA
Global Credit Master Fund L.P., pursuant to which Union purchased
from TCA $100,000 in principal amount of debt owed to TCA from
Cyclone Power Technologies, Inc., under a Senior Secured
Redeemable Debenture, effective Sept. 1, 2013.  Subsequent to the
closing of the Purchase Agreement, the Company entered into a new
10 percent Convertible Redeemable Note with Union, due Feb. 26,
2015, in the principal amount of $100,000.

The principal amount and interest of the Note can be converted to
common stock of the Company immediately at a discount of 42
percent of the average two lowest closing prices for the Company's
common stock in the previous ten day period.  The Note was not
registered under the Securities Act of 1933 (the Act) and was
issued pursuant to an exemption from registration under Section
4(2) of the Act.

                        About Cyclone Power

Pompano Beach, Fla.-based Cyclone Power Technologies, Inc. (Pink
Sheets: CYPW) is a clean-tech engineering company, whose business
is to develop, commercialize and license its patented Rankine
cycle engine technology for applications ranging from renewable
power generation to transportation.  The Company is the successor
entity to the business of Cyclone Technologies LLLP, a limited
liability limited partnership formed in Florida in June 2004.
Cyclone Technologies LLLP was the original developer and
intellectual property holder of the Cyclone engine technology.

Cyclone Power disclosed a net loss of $3 million on $1.13 million
of revenue for the year ended Dec. 31, 2012, as compared with a
net loss of $23.70 million on $250,000 of revenue in 2011.  The
Company's balance sheet at Sept. 30, 2013, showed $1.39
million in total assets, $4.61 million in total liabilities and a
$3.21 million total stockholders' deficit.

Mallah Furman, in Mallah Furman, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that the
Company's dependence on outside financing, lack of sufficient
working capital, and recurring losses raises substantial doubt
about its ability to continue as a going concern.


DIOCESE OF HELENA: Ursulines Asks Court to Keep Stay
----------------------------------------------------
Matt Volz, writing for The Associated Press, reported that an
order of nuns being sued by people who claim they were sexually
abused as children at the Ursuline Academy in St. Ignatius is
asking a federal judge to refuse a request from the victims'
attorneys to proceed with their lawsuit in state court.

The AP recounted that District Judge Jeffrey Sherlock of Helena
halted state sex-abuse lawsuits against the Ursulines and the
Roman Catholic Diocese of Helena after the diocese filed for
federal bankruptcy protection in January as part of a proposed $15
million settlement.  Judge Sherlock previously combined the
proceedings in the two state lawsuits filed by a total of 362
people who say they were abused between the 1940s and 1970s across
western Montana.

The AP said the Ursulines are not participating in the settlement
negotiated by the diocese.  According to the report, the
plaintiffs' attorneys said the stay should be applied only to the
diocese as the debtor, not the Ursulines, who are a third party in
the bankruptcy case.

The report noted that attorneys for the Ursulines say the state
lawsuit can't properly proceed without participation of the
diocese, because the two cases are too closely linked and the
Ursulines have their own claims against the diocese.

"It is simply too early in this Chapter 11 case to allow the
litigation to proceed, even if only against the Ursulines,"
attorney Susan Boswell, Esq., wrote in her March 18 filing asking
the judge to reject the plaintiffs' request, according to the
report.

The report also related that Tom Johnson, an attorney for the
Ursulines, previously said the sides were still far apart in
negotiations, but the order intends to either settle or file for
bankruptcy on its own.

                      About Diocese of Helena

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

The Diocese's schedules show assets with a value of more than
$16.037 million against debt totaling $33.6 million.  The filings
also show that the diocese has $4.7 million in secured debt.
Creditors of the diocese assert $28.89 million in unsecured
non-priority claims.

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

Gail Brehm Geiger, the U.S. Trustee for Region 18, appointed seven
creditors to serve on the Official Committee of Unsecured
Creditors in the case.

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


DIOCESE OF HELENA: Dickstein Shapiro Okayed as Insurance Counsel
----------------------------------------------------------------
The Roman Catholic Bishop of Helena sought and obtained permission
from the U.S. Bankruptcy Court for the District of Montana to
employ James R. Murray, Jared Zola and the firm Dickstein Shapiro
LLP as special insurance counsel.

The professional services that Dickstein Shapiro will render
include legal advice and assistance as needed by the Debtor-in-
Possession as to matters requiring legal advice and counsel
relating to securing insurance proceeds from the Debtor-in-
Possession's liability insurers in the agreed upon amounts.

Dickstein Shapiro will be paid at these hourly rates:

       James R. Murray          $745
       Jared Zola               $490

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

Mr. Murray and Mr. Zola, partners of Dickstein Shapiro, 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.

Dickstein Shapiro can be reached at:

       James R. Murray, Esq.
       DICKSTEIN SHAPIRO LLP
       1825 Eye Street NW
       Washington, DC 20006-5403
       Tel: (202) 420-3409
       E-mail: murrayj@dicksteinshapiro.com

            - and -

       Jared Zola, Esq.
       DICKSTEIN SHAPIRO LLP
       1633 Broadway
       New York, NY 10019-6708
       Tel: (212) 277-6684
       E-mail: zolaj@dicksteinshapiro.com

                      About Diocese of Helena

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

The Diocese's schedules show assets with a value of more than
$16.037 million against debt totaling $33.6 million.  The filings
also show that the diocese has $4.7 million in secured debt.
Creditors of the diocese assert $28.89 million in unsecured
non-priority claims.

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

Gail Brehm Geiger, the U.S. Trustee for Region 18, appointed seven
creditors to serve on the Official Committee of Unsecured
Creditors in the case.

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


DIOCESE OF HELENA: Court Okays Anderson ZurMuehlen as Accountant
----------------------------------------------------------------
The Roman Catholic Bishop of Helena sought and obtained permission
from the U.S. Bankruptcy Court for the District of Montana to
employ Jacquelyn M. Frank and Anderson ZurMuehlen & Co., PC as
accountant.

The professional services to be provided by Ms. Frank and Anderson
ZurMuehlen is to assist the Debtor in bringing the accounting
records current and provide internal trial balances, include
gathering accounting information, reconciling transactions and
account and other procedures as deemed necessary.

Anderson ZurMuehlen will be paid at these hourly rates:

       Jacquelyn M. Frank       $205
       Staff Senior             $115
       Staff I                  $80

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

Ms. Frank, shareholder of Anderson ZurMuehlen, 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.

Anderson ZurMuehlen can be reached at:

       Jacquelyn M. Frank
       ANDERSON ZURMUEHLEN HELENA
       Discovery Block
       828 Great Northern Boulevard
       P.O. Box 1040
       Helena, MT 59624-1040
       Tel: (406) 442-1040

                      About Diocese of Helena

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

The Diocese's schedules show assets with a value of more than
$16.037 million against debt totaling $33.6 million.  The filings
also show that the diocese has $4.7 million in secured debt.
Creditors of the diocese assert $28.89 million in unsecured
non-priority claims.

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

Gail Brehm Geiger, the U.S. Trustee for Region 18, appointed seven
creditors to serve on the Official Committee of Unsecured
Creditors in the case.

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


DIOCESE OF HELENA: Galusha Higgins Approved as CPAs
---------------------------------------------------
The Roman Catholic Bishop of Helena sought and obtained permission
from the U.S. Bankruptcy Court for the District of Montana to
employ Galusha Higgins & Galusha, PC as certified public
accountants.

The professional services to be provided by Galusha Higgins will
include:

     (a) accounting work for Catholic Social Services and Clergy
         Senior Status and Security Trust; and

     (b) other bookkeeping services as requested by Jim
         Carney, CFO.

Galusha Higgins will be paid at these hourly rates:

       Nathan D. McCarthy, Shareholder         $223
       Jill Berger, Account Manager            $131
       Michele Bazzanella, Senior Accountant   $120
       Jon Rosling, Accounting Associate       $82

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

Nathan D. McCarthy, shareholder of Galusha Higgins, 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.

Galusha Higgins can be reached at:

       Nathan D. McCarthy
       GALUSHA HIGGINS & GALUSHA, PC
       910 N. Last Chance Gulch
       Helena, MT 59601
       Tel: (406) 442-5520
       Fax: (406) 443-1017

                      About Diocese of Helena

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

The Diocese's schedules show assets with a value of more than
$16.037 million against debt totaling $33.6 million.  The filings
also show that the diocese has $4.7 million in secured debt.
Creditors of the diocese assert $28.89 million in unsecured
non-priority claims.

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

Gail Brehm Geiger, the U.S. Trustee for Region 18, appointed seven
creditors to serve on the Official Committee of Unsecured
Creditors in the case.

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


DOLAN COMPANY: Case Summary and 30 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy petitions:

     Debtor                                    Case No.
     ------                                    --------
     The Dolan Company                         14-10614
     222 South Ninth Street, Suite 2300
     Minneapolis, MN 55402

     American Processing Company, LLC          14-10615
     222 South Ninth Street, Suite 2300
     Minneapolis, MN 55402

     Arizona News Service, LLC                 14-10616

     assure360, LLC                            14-10617

     Counsel Press, LLC                        14-10618

     Daily Journal of Commerce, Inc.           14-10619

     Daily Reporter Publishing Company         14-10620

     DataStream Content Solutions, LLC         14-10621

     Dolan Publishing Company                  14-10622

     Dolan Media Holding Company               14-10623

     Dolan Publishing Finance Company          14-10624

     Federal News Service LLC                  14-10625

     Finance and Commerce, Inc                 14-10626

     Dolan APC LLC                             14-10627


     Idaho Business Review LLC                 14-10628

     Lawyers Weekly, LLC                       14-10629

     Long Island Business News, LLC            14-10630

     Missouri Lawyers Media, LLC               14-10631

     Legislative Information Services of       14-10632

     National Default Exchange Holdings, LLC   14-10633

     New Orleans Publishing Group, L.L.C.      14-10634

     The Daily Record Company LLC              14-10635

     NOPG, L.L.C.                              14-10636

     The Journal Record Publishing Co., LLC    14-10637

Type of Business: A provider of legal-support and
                  publishing services.

Chapter 11 Petition Date: March 23, 2014

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Debtors' General
Counsel:           Marc Kieselstein, P.C.
                   Jeffrey D. Pawlitz, Esq.
                   Joseph M. Graham, Esq.
                   KIRKLAND & ELLIS LLP
                   300 N. LaSalle Street
                   Chicago, IL 60654
                   T: (312) 862-2000
                   F: (312) 862-2200
                   http://www.kirkland.com

Debtors' Local     Timothy P. Cairns, Esq.
Counsel:           PACHULSKI STANG ZIEHL & JONES LLP
                   919 N. Market St., 17th Floor
                   Wilmington, DE 19801
                   Tel: 302-652-4100
                   Fax: 302-652-4400
                   Email: tcairns@pszjlaw.com

                      - and -

                   Laura Davis Jones, Esq.
                   PACHULSKI STANG ZIEHL & JONES LLP
                   919 N. Market Street, 17th Floor
                   Wilmington, DE 19899-8705
                   Tel: 302 652-4100
                   Fax: 302-652-4400

                     - and -

                   Michael Seidl, Esq.
                   PACHULSKI STANG ZIEHL & JONES LLP
                   919 N. Market Street, 17th Street
                   PO Box 8705
                   Wilmington, DE 19899-8405
                   Tel: 302 652-4100
                   Fax: 302-652-4400
                   Email: mseidl@pszjlaw.com

Debtors' Special   FAEGRE BAKER DANIELS LLP
Counsel:

Debtors'           PETER J. SOLOMON COMPANY
Financial
Advisor:

Debtors' Claims,   KURTZMAN CARSON CONSULTANTS, LLC
Noticing and
Balloting Agent:

Debtors' Tax       DELOITTE TAX LLP
Advisors:

Debtors'           ZOLFO COOPER LLC
Advisor:

Total Assets: $236.2 million at Sept. 30, 2013

Total Debts: $185.9 million at Sept. 30, 2013

The petitions were signed by Vicki J. Duncomb, authorized
signatory.

Consolidated List of Debtors' 30 Largest Unsecured Creditors:

   Entity                          Nature of Claim  Claim Amount
   ------                          ---------------  ------------
William Blair & Company L.L.C.     Trade Debt        $837,267
Attn: Suneel Mandava
222 W. Adams St.
Chicago, IL 60606
Tel: (312) 236-1600
Fax: N/A
Email: SMANDAVA@WILLIAMBLAIR.COM

McGladrey LLP                      Trade Debt        $138,950

Datalink                           Trade Debt        $79,648

Cyber Group Inc.                   Trade Debt        $77,800

Centurylink Business Services      Trade Debt        $63,646

Interactive Business Systems Inc.  Trade Debt        $61,300

Missourian Publishing Co.          Trade Debt        $53,007

United Book Press, Inc.            Trade Debt        $51,807

Technical Youth LLC                Trade Debt        $48,262

SNI Companies                      Trade Debt        $47,376

Hyatt Regency-Minneapolis          Trade Debt        $45,582

Streamworks LLC                    Trade Debt        $44,781

Wilford Geske & Cook               Trade Debt        $42,589

Crest Hollow Country Club          Trade Debt        $42,568

American Litho Inc.                Trade Debt        $39,925

Embassy Suites of Norman           Trade Debt        $39,925

222 South Ninth Street, LLC        Lease             $37,533

CompuPacific International         Trade Debt        $32,938

Gansat-Springfield Offset          Trade Debt        $31,635

Atlantic Color Corp                Trade Debt        $31,422

Kempf Paper Corporation            Trade Debt        $31,036

Intermountain Color Inc.           Trade Debt        $30,735

Office Depot Inc.                  Trade Debt        $30,283

Arthur J. Gallagher Risk           Trade Debt        $28,908
Management Services Inc.

Skirvin Hilton Hotel               Trade Debt        $26,741

Fedex                              Trade Debt        $26,635

Paper Mart Inc.                    Trade Debt        $25,463

PDC Productions                    Trade Debt        $25,377

Benicia Baker-Livorsi and The      Pending        Unliquidated
Family Law Group, LLC              Litigation

Elizabeth Thomas, Abdelhalim H.    Pending        Unliquidated
Mohd, and James Allen              Litigation


EASTERN HILLS: Lain Faulkner Okayed as Ch.11 Trustee's Accountants
------------------------------------------------------------------
The Hon. Stacey G. Jernigan of the U.S. Bankruptcy Court for the
Northern District of Texas authorized Robert Yaquinto, Jr., the
Chapter 11 trustee of Eastern Hills Country Club, to employ Lain,
Faulkner & Co., P.C. as accountants.

As reported in the Troubled Company Reporter on Feb. 17, 2014,
Lain Faulkner will assist the Chapter 11 Trustee in:

   -- reviewing bank records, financial records, and other
      information which may be necessary to administer the case;

   -- preparing Monthly Operating Reports;

   -- filing Federal Income Tax Returns to reflect the
      administration of assets during the case;

   -- preparing other tax reports required to be filed by Trustee;
      and

   -- providing such other services that may be requested by
      Trustee.

Lain Faulkner employs experienced accountants who are qualified to
render professional accounting services.  The firm's employment is
on an hourly basis and payment for services is to be paid out of
the estate as approved by the court.

D. Keith Enger, certified public accountant of Lain Faulkner,
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.

Lain Faulkner can be reached at:

       D. Keith Enger
       LAIN, FAULKNER & CO., P.C.
       400 N. St. Paul Street, Ste. 600
       Dallas, TX 75201
       Tel: (214) 720-7211
       E-mail: kenger@lainfaulkner.com

                      About Eastern Hills

Eastern Hills Country Club filed a bare-bones Chapter 11 petition
(Bankr. N.D. Tex. Case No. 13-33123) in Dallas on June 21, 2013.
The Debtor estimated at least $10 million in assets and less than
$1 million in liabilities.  The petition was signed by David
Harvey as president.  Judge Stacey G. Jernigan presides over the
case.  Richard W. Ward, Esq., serves as the Debtor's counsel.

According to Web site, http://www.easternhillscc.com,the Eastern
Hills Country Club in Garland Texas, was established in 1954 and
boasts a Ralph Plummer designed 18-hole golf course, 5,000 sq.
foot putting green, practice facility, and driving range.  The
golf course has been home of the Texas Womens Open since 2011.

The Department of the Treasury, Internal Revenue Service, the
State of Texas and VGM Financial Services, 1111 W. San Marnan,
Waterloo, IA 50701 assert interest on inventory, accounts
receivable and proceeds.

Robert Yaquinto, Jr., has been named the Chapter 11 trustee of
Eastern Hills Country Club.


EASTERN HILLS: Trustee Can Hire Sherman & Yaquinto as Counsel
-------------------------------------------------------------
The Hon. Stacey G. Jernigan of the U.S. Bankruptcy Court for the
Northern District of Texas authorized Robert Yaquinto, Jr., the
Chapter 11 trustee of Eastern Hills Country Club, to employ
attorneys and paralegals at his law firm Sherman & Yaquinto, LLP.

As reported in the Troubled Company Reporter on Feb. 17, 2014, the
Chapter 11 Trustee requires Sherman & Yaquinto to:

   (a) prepare documents related to the sale of the Estate's
       assets;

   (b) represent the estate in adversary actions;

   (c) review transactions for possible preferences or fraudulent
       conveyances;

   (d) review claims and, if necessary, filed objections thereto;
       and

   (e) render any other legal services that are necessary to
       administer the assets of this Estate.

Sherman & Yaquinto will be paid at these hourly rates:

       Robert Yaquinto, Jr.       $400
       Paralegal                  $100

Sherman & Yaquinto will also be reimbursed for reasonable out-of-
pocket expenses incurred.

Based upon the information available to the Trustee at this time,
professional fees and expenses will be at least $2,500.

Robert Yaquinto, Jr., of the firm Sherman & Yaquinto, 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.

Sherman & Yaquinto can be reached at:

       Robert Yaquinto, Jr., Esq.
       SHERMAN & YAQUINTO, LLP
       509 N. Montclair Avenue
       Dallas, TX 75208-5498
       Tel: (214) 942-5502
       Fax: (214) 946-7601

                      About Eastern Hills

Eastern Hills Country Club filed a bare-bones Chapter 11 petition
(Bankr. N.D. Tex. Case No. 13-33123) in Dallas on June 21, 2013.
The Debtor estimated at least $10 million in assets and less than
$1 million in liabilities.  The petition was signed by David
Harvey as president.  Judge Stacey G. Jernigan presides over the
case.  Richard W. Ward, Esq., serves as the Debtor's counsel.

According to Web site, http://www.easternhillscc.com,the Eastern
Hills Country Club in Garland Texas, was established in 1954 and
boasts a Ralph Plummer designed 18-hole golf course, 5,000 sq.
foot putting green, practice facility, and driving range.  The
golf course has been home of the Texas Womens Open since 2011.

The Department of the Treasury, Internal Revenue Service, the
State of Texas and VGM Financial Services, 1111 W. San Marnan,
Waterloo, IA 50701 assert interest on inventory, accounts
receivable and proceeds.

Robert Yaquinto, Jr., has been named the Chapter 11 trustee of
Eastern Hills Country Club.


ELBIT IMAGING: Court Rejects Liquidation Request
------------------------------------------------
The Tel Aviv District Court rejected the liquidation request of
the trustees of Elbit Imaging Ltd.'s Series B Notes.

                       About Elbit Imaging Ltd.

Tel-Aviv, Israel-based Elbit Imaging Ltd. (TASE, NASDAQ: EMITF)
hold investments in real estate and medical companies.  The
Company, through its subsidiaries, also develops shopping and
entertainment centers in Central Europe and invests in and manages
hotels.

Elbit Imaging disclosed a loss of NIS455.50 million on NIS671.08
million of total revenues for the year ended Dec. 31, 2012, as
compared with a loss of NIS247.02 million on NIS586.90 million of
total revenues for the year ended Dec. 31, 2011.

Brightman Almagor Zohar & Co., in Tel-Aviv, Israel, expressed
substantial doubt about Elbit Imaging's ability to continue as a
going concern following the financial results for the year ended
Dec. 31, 2012.

The Certified Public Accountants noted that in the period
commencing Feb. 1, 2013, through Feb. 1, 2014, the Company is to
repay its debenture holders NIS 599 million (principal and
interest).  "Said amount includes NIS 82 million originally
payable on Feb. 21, 2013, that its repayment was suspended
following a resolution of the Company's Board of Directors.  The
Company's Board also resolved to suspend any interest payments
relating to all the Company's debentures.  In addition, as of
Dec. 31, 2012, the Company failed to comply with certain financial
covenants relating to bank loans in the total amount as of such
date of NIS 290 million.

The Company's balance sheet at Sept. 30, 2013, showed NIS4.83
billion in total assets, NIS4.96 billion in total liabilities and
a NIS122.24 million shareholders' deficiency.

Since February 2013, Elbit has intensively endeavored to come to
an arrangement with its creditors.  Elbit has said it has been
hanging by a thread for more than five months.  It has encountered
cash flow difficulties and this burdens its day to day activities,
and it certainly cannot make the necessary investments to improve
its assets.  In light of the arrangement proceedings, and
according to the demands of most of the bondholders, as well as an
agreement that was signed on March 19, 2013, between Elbit and the
Trustees of six out of eight series of bonds, Elbit is prohibited,
inter alia, from paying off its debts to the financial creditors -
- and as a result a petition to liquidate Elbit was filed, and
Bank Hapoalim has declared its debts immediately payable,
threatening to realize pledges that were given to the Bank on
material assets of the Company -- and Elbit undertook not to sell
material assets of the Company and not to perform any transaction
that is not during its ordinary course of business without giving
an advance notice to the trustees.

Accountant Rony Elroy has been appointed as expert for examining
the debt arrangement in the Company.

In July 2013, Elbit Imaging's controlling shareholders, Europe-
Israel MMS Ltd. and Mr. Mordechay Zisser, notified the Company
that the Tel Aviv District Court has appointed Adv. Giroa Erdinast
as a receiver with regards to the ordinary shares of the Company
held by Europe Israel securing Europe Israel's obligations under
its loan agreement with Bank Hapoalim B.M.  The judgment stated
that the Receiver is not authorized to sell the Company's shares
at this stage.  Following a request of Europe-Israel, the Court
also delayed any action to be taken with regards to the sale of
those shares for a period of 60 days.  Europe Israel and
Mr. Zisser have also notified the Company that they utterly reject
the Bank's claims and intend to appeal the Court's ruling.


EMPIRE RESORTS: Director Au Fook Yew Resigns
--------------------------------------------
Mr. Au Fook Yew resigned from his positions as a member of the
Board of Directors of Empire Resorts, Inc., and its subsidiaries,
effective Feb. 28, 2014.  Mr. Au's resignation was not a result of
any disagreement with the Company or its executive officers, or
any matter relating to the Company's operations, policies or
practices.

Mr. Au was nominated to stand for election as a director of the
Company by Kien Huat Realty III Limited, the Company's largest
stockholder, pursuant to a nomination right held by Kien Huat
under an Investment Agreement between the Company and Kien Huat
dated Aug. 19, 2009.  The Investment Agreement provides that Kien
Huat has the right to recommend three directors to the Board,
subject to the reasonable approval of the Nominating and Corporate
Governance Committee.

On March 1, 2014, Kien Huat exercised its nomination right
pursuant to the Investment Agreement and identified Edmund
Marinucci as its nominee to stand for election as a director of
the Company to fill the vacancy created by Mr. Au's resignation.
The Nominating Committee reviewed Mr. Marinucci's qualifications
and the needs of the Company and has determined to recommend to
the Board that Mr. Marinucci be appointed to the board of
directors of the Company and each subsidiary to fill the vacancies
resulting from the resignation of Mr. Au.  The Company anticipates
that the Board will consider this recommendation by the Nominating
Committee at its upcoming regularly-scheduled meeting.  Mr.
Marinucci's ability to participate in the affairs of the Company
and its subsidiaries is subject to certain statutory and
regulatory requirements including the receipt of any necessary
licenses from the New York State Gaming Commission.

Mr. Marinucci has been a partner at PCH Hotels, LLC, a boutique
hotel and resort operator based in San Francisco that is an
operating division of Pacific Union Company since 1983.  From
October 1983 to December 2008, Mr. Marinucci served as a president
of PCH Hotels, LLC.  PCH Hotels owned and managed properties in
the U.S. and the Caribbean.  Those properties included Meadowood
Resort (Napa, California), Windermere Island Club (Bahamas), Divi
Resorts (Aruba), Downtown Athletic Club (New York City),
Frangipani Resort (Anguilla) and Marriott Resort (Grand Cayman).
During his presidency of PCH Hotels, he oversaw the ground-up
development of The Hotel Griffon and the renovation and
repositioning of the Drisco Hotel (each in San Francisco).  Prior
to PCH Hotels, Mr. Marinucci served as director of development for
HCP Hotels/Aston Resorts in Hawaii.  In that position, Mr.
Marinucci oversaw all development aspects of the hotel group and
grew inventory from 15 to 20 hotel resorts.  From 1978 to 1981,
Mr. Marinucci served as director of resort operations for Kapalua
Resort Maui in Hawaii.  While at Kapalua Resort Maui, Mr.
Marinucci was responsible for the daily operations of the resort,
including the Kapalua Bay Hotel, 150 rental villas, two golf
courses, The Bay and The Village.  He serves on the board of
directors of Miami JV Member LLC, a private hotel and resort
company, and has previously served on the board of directors of
Jameson Inns/Colony Capital, a private hotel and resort company.
Mr. Marinucci is a member of The Cornell Hotel Society.  Mr.
Marinucci received a BS in Hotel Administration from the Cornell
University School of Hotel Administration.

                        About Empire Resorts

Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY)
-- http://www.empireresorts.com/-- owns and operates Monticello
Casino & Raceway, a video gaming machine and harness racing track
and casino located in Monticello, New York, 90 miles northwest of
New York City.

Empire Resorts reported a net loss applicable to common shares of
$2.26 million in 2012, as compared with a net loss applicable to
common shares of $1.57 million in 2011.  The Company incurred a
net loss applicable to common shares of $19.12 million in 2010.

The Company's balance sheet at Sept. 30, 2013, showed $60.72
million in total assets, $52.43 million in total liabilities and
$8.29 million in total stockholders' equity.


ENDEAVOUR INTERNATIONAL: Obtains $25-Mil. From Securities Sale
--------------------------------------------------------------
Endeavour International Corporation and three of its domestic
subsidiaries entered into a Securities Purchase Agreement with
Whitebox Advisors LLC, as representative of certain of its
affiliated funds, relating to the issuance and sale of:

   (i) 2,917,834 shares of the Company's common stock and warrants
       to purchase 729,459 shares of the Company's common stock,
       for an aggregate purchase price of $12,500,000; and

  (ii) $12,500,000 aggregate principal amount of the Company's
       6.5% convertible notes.

The Company closed the sale of the Shares and Warrants on Feb. 28,
2014, and it closed the sale of the Notes on March 3, 2014.

Pursuant to the Purchase Agreement, the Company also granted the
Purchasers a 90-day option to purchase up to $30,000,000 of
additional Securities on the same terms as the initial Securities.
To the extent the issuance of additional Securities would result
in the issuance of over 20 percent of the Company's outstanding
common stock, such issuance will be subject to the receipt of
stockholder approval in accordance with applicable New York Stock
Exchange rules.  The Purchasers' Option may be extended in
connection with the receipt of stockholder approval at the
Company's 2014 annual meeting, in certain circumstances.

In addition, if the closing price of the Company's common stock
exceeds $5.00 per share on any day within 30 days of March 3,
2014, the Company has the option under the Purchase Agreement to
sell up to an additional $5,000,000 of Notes; however, any such
exercise would reduce the Purchasers' Option by an equal amount.

Indenture and Notes

The Notes were issued pursuant to an indenture, dated as of
March 3, 2014, among the Company, the Guarantors and Wilmington
Savings Fund Society, FSB, as trustee.  The Notes are the
Company's general unsecured and unsubordinated obligations.  The
Notes rank equally in right of payment with all of the Company's
existing and future unsubordinated indebtedness and senior in
right of payment to any of the Company's future indebtedness that
is expressly subordinated to the Notes.

The Notes will mature one day following the earlier of (i)
Nov. 30, 2017, and (ii) 91 days prior to the maturity date of the
Company's outstanding 5.5 percent convertible senior notes due
2016 and the Company's 11.5% convertible bonds due 2016, if those
securities have not been converted, cancelled or extinguished
prior to that date or extended or refinanced in full prior to that
date with a resulting maturity date not earlier than March 1,
2018.  Interest is payable on the Notes on each March 1, June 1,
September 1 and December 1, commencing on June 1, 2014.  The notes
are subject to customary events of default.

Holders may convert their Notes at any time prior to the close of
business on the business day immediately preceding the maturity
date.  The conversion rate for the Notes is initially 214.5002
shares of the Company's common stock per $1,000 principal amount
of Notes (equivalent to an initial conversion price of
approximately $4.662 per share of the Company's common stock),
subject to certain anti-dilution adjustments as provided in the
Indenture.

A full-text copy of the Form 8-K is available for free at:

                         http://is.gd/2erqEd

                     About Endeavour International

Houston-based Endeavour International Corporation (NYSE: END)
(LSE: ENDV) is an oil and gas exploration and production company
focused on the acquisition, exploration and development of energy
reserves in the North Sea and the United States.

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $126.22 million as compared with a net loss of $130.99 million
during the prior year.  The Company's balance sheet at Sept. 30,
2013, showed $1.50 billion in total assets, $1.41 billion in total
liabilities, $43.70 million in series C convertible preferred
stock, and $46.24 million in total stockholders' equity.

                           *     *     *

As reported by the TCR on March 5, 2013, Moody's Investors Service
downgraded Endeavour International Corporation's Corporate Family
Rating to Caa3 from Caa1.  Endeavour's Caa3 CFR reflects its weak
liquidity, small production and proved reserve scale, geographic
concentration and the uncertainties regarding its future
performance given the inherent execution risks related to its
offshore North Sea operations for a company of its size.

In the Feb. 22, 2013, edition of the TCR, Standard & Poor's
Ratings Services lowered its corporate credit rating on Houston,
Texas-based Endeavour International Corp. (Endeavour) to 'CCC+'
from 'B-'.  The rating action reflects S&P's expectation that
Endeavour could have insufficient liquidity to meet its needs due
to the delay in production from its Rochelle development.


ENOVA SYSTEMS: To Sell 7 Million Common Shares to CEO
-----------------------------------------------------
Enova Systems, Inc., and John Micek, the president and chief
executive officer of Enova, orally agreed that Enova will sell to
John Micek, and Mr. Micek agreed to purchase from Enova, on, or
before, March 19, 2014, 7,000,000 shares of Enova's Common Stock
at a purchase price of US $0.01 per share in consideration of
$50,000 in cash and the conversion of $20,000 in debt.

Mr. Micek is an "accredited" investor (as that term is defined
under Regulation D promulgated by the Securities and Exchange
Commission).  The Shares are expected to be sold in a transaction
exempt from the registration requirements under Section 5 of the
Securities Act of 1933, as amended, pursuant to Section 4(2)
thereof and in reliance upon Rule 506 of Regulation D promulgated
by the SEC.

                        About Enova Systems

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

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

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

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

                         Bankruptcy warning

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

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

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


EVENT RENTALS: Can Proceed with April 21 Auction of Assets
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the bid procedures governing the sale of substantially all of the
assets of Event Rentals, Inc., et al., to CPR Acquisition
Holdings, LLC, or another bidder, and conduct an auction on
April 21.  Deadline for submission of bids is April 14.  The
Debtors propose an April 28 hearing to consider approval of the
sale.

The Debtors propose to sell their assets to CPR Acquisition, an
entity affiliated with the Debtors' prepetition secured lenders,
in exchange for $124 million in secured debt.  Other bidders must
offer at least $124.3 million in cash.

                         About Event Rentals

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

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

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

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

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

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

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

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

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

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


EVENT RENTALS: Has Authority to Pay Bonuses to Key Employees
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Event Rentals, Inc., et al., to implement and make payments under
a key employee incentive plan and a key employee retention plan.

As previously reported by The Troubled Company Reporter, (a) the
KEIP will incentivize certain key employees to work towards a
successful sale of the Debtors' assets at a specified level and to
preserve and enhance the Debtors' financial condition through the
course of the sale process; and (b) the KERP to assist the Debtors
in retaining the employees necessary to maintain business
operations and fulfill their obligations as debtors-in-possession
while the endeavor to maximize value through a successful sale
process.

The KERP utilizes a retention pool of approximately $260,000,
funded by the Debtors' postpetition lenders, and provides for each
KERP participant to receive a retention bonus equal to between 7%
and 22% of such KERP Participant's annual base pay. Importantly,
the KERP Payments will be made only to those KERP participants who
remain employees of the Debtors and in good standing until the
closing of the sale.

                         About Event Rentals

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

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

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

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

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

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

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

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

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

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


EXIDE TECHNOLOGIES: Taps King & Spalding as Antitrust Counsel
-------------------------------------------------------------
Exide Technologies asks the U.S. Bankruptcy Court for the District
of Delaware for permission to employ King & Spalding LLP as
special antitrust counsel to perform legal services attendant to
antitrust matters in connection with the Debtor's Chapter 11 case.

A hearing is set for April 1, 2014, at 10:00 a.m., to consider
approval of the employment.  Objections, if any, are due March 25,
2014.

The firm's current standard hourly rates are:

  Wendy Huang Waszmer            $685
  Partners                       $480 - $1,150
  Counsels and Senior Attorneys  $360 - $1,085
  Associates                     $295 - $765
  Paraprofessionals              $160 - $326

The Debtor assured the Court that the firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

The firm can be reached at:

   King & Spalding LLP
   1185 Avenue of the Americas
   New York, NY 10036
   Tel: 212-556-2100
   http://www.kslaw.com/

                   About Exide Technologies

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.

Exide first sought Chapter 11 protection (Bankr. Del. Case No.
02-11125) on April 14, 2002 and exited bankruptcy two years after.
Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl &
Jones LLP represented the Debtors in their successful
restructuring.

Exide returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No.
13-11482) on June 10, 2013.  Exide disclosed $1.89 billion in
assets and $1.14 billion in liabilities as of March 31, 2013.

Exide's international operations were not included in the filing
and will continue their business operations without supervision
from the U.S. courts.

For the new case, Exide has tapped Anthony W. Clark, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang
Ziehl & Jones LLP as counsel; Alvarez & Marsal as financial
advisor; Sitrick and Company Inc. as public relations consultant
and GCG as claims agent.  Schnader Harrison Segal & Lewis LLP was
tapped as special counsel.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler LLP and Morris, Nichols, Arsht & Tunnell LLP as
co counsel.  Zolfo Cooper, LLC serves as its bankruptcy
consultants and financial advisors.  Geosyntec Consultants was
tapped as environmental consultants to the Committee.

Robert J. Keach of the law firm Bernstein Shur as fee examiner has
been appointed as fee examiner.  He has hired his own firm as
counsel.


EXIDE TECHNOLOGIES: To Hire M Cam as IP Consultant and Broker
-------------------------------------------------------------
Exide Technologies and the Official Committee of Unsecured
Creditors ask the U.S. Bankruptcy Court for the District of
Delaware for permission to employ M Cam Inc. as their intellectual
property consultant and broker.

A hearing is set for April 1, 2014, at 10:00 a.m., to consider
approval of the Debtor and Committee's request.  Objections, if
any, are due March 25.

The firm will assist the estate in the analysis, marketing and
potential monetization of the Debtor's patent portfolio through
offset transaction.  The firm will also examine the potential for
non-offset transactions involving portions of the patent portfolio
unrelated to products and services current sold by the Debtor.

The Debtor and Committee tell the Court that they agreed to pay
the firm a fixed fee of $100,000 for services rendered.

  Patent Portfolio           Transaction Fee for
  Sale Range                 Specified Range
  ----------------           -------------------
  Less than $50MM            2.5% of gross sale proceeds
  $50MM - $200MM             5% of gross sale proceeds
  $200MM - $350MM            7.5% of gross sale proceeds
  Above $350MM               10% of gross sale proceeds

The Debtor and Committee assured the Court that the firm is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code.

The firm can be reached at:

  M Cam Inc.
  Omni Business Center
  10 Ridge McIntire Rd., Ste 300
  Charlottesville, VA 22903
  Tel: (434)979-7240
  Fax: (434)979-7528
  http://www.m-cam.com/

                   About Exide Technologies

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.

Exide first sought Chapter 11 protection (Bankr. Del. Case No.
02-11125) on April 14, 2002 and exited bankruptcy two years after.
Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl &
Jones LLP represented the Debtors in their successful
restructuring.

Exide returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No.
13-11482) on June 10, 2013.  Exide disclosed $1.89 billion in
assets and $1.14 billion in liabilities as of March 31, 2013.

Exide's international operations were not included in the filing
and will continue their business operations without supervision
from the U.S. courts.

For the new case, Exide has tapped Anthony W. Clark, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang
Ziehl & Jones LLP as counsel; Alvarez & Marsal as financial
advisor; Sitrick and Company Inc. as public relations consultant
and GCG as claims agent.  Schnader Harrison Segal & Lewis LLP was
tapped as special counsel.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler LLP and Morris, Nichols, Arsht & Tunnell LLP as
co counsel.  Zolfo Cooper, LLC serves as its bankruptcy
consultants and financial advisors.  Geosyntec Consultants was
tapped as environmental consultants to the Committee.

Robert J. Keach of the law firm Bernstein Shur as fee examiner has
been appointed as fee examiner.  He has hired his own firm as
counsel.


FLEXERA SOFTWARE: Moody's Affirms B2 CFR & Rates $25MM Debt B1
--------------------------------------------------------------
Moody's Investors Service affirmed Flexera Software LLC's B2
corporate family rating ("CFR") and assigned B1 ratings to the
company's proposed first lien senior secured credit facilities,
consisting of a $25 million revolving credit facility due 2019 and
a $345 million term loan due 2020. In addition, Moody's assigned a
Caa1 rating to the company's proposed $125 million senior secured
second lien term loan due 2021. The company's probability of
default rating ("PDR) was upgraded to B2-PD from B3-PD. The rating
outlook is stable.

Proceeds from the proposed bank debt combined with approximately
$14 million of balance sheet cash will be used to fund a $177
million dividend to the company's shareholders and refinance
existing debt. Flexera was acquired by Teachers' Private Capital
("Sponsor"), a division of Ontario Teachers' Pension Plan in
September 2011. The assigned ratings are subject to receipt and
review of final documentation.

The affirmation of Flexera's B2 CFR reflects Moody's view that
despite the demonstrated shift towards a more aggressive financial
policy and resulting increase in leverage arising from the
proposed dividend transaction, the company's strong free cash flow
generation profile, in combination with significant future growth
prospects, especially in the software license optimization ("SLO")
end market, partially mitigates the additional financial risk and
supports incremental improvement in its credit profile within the
next 12 to 18 months.

The ratings affirmation further considers the company's
demonstrated track record of successful de-leveraging (post the
2011 leveraged buy-out transaction), primarily through revenue and
EBITDA improvements. The company's leverage (pro-forma for the
proposed refinancing transaction), as measured by Moody's adjusted
debt to EBITDA, was approximately 6.6 times for the fiscal year
ended December 31, 2013. Over the next 12 to 18 months, Moody's
expects substantial improvement in the company's leverage profile
from a combination of EBITDA growth and funded debt reduction,
which would serve to reduce its financial risk, making it more
representative of the B2 rating.

The following summarizes the rating activity:

Rating affirmed:

  Corporate Family Rating at B2

Ratings upgraded:

  Probability of default rating to B2-PD from B3-PD

Ratings assigned:

  Proposed $25 million first lien senior secured revolving credit
  facility due 2019 at B1 (LGD3, 36%)

  Proposed $345 million first lien senior secured term loan due
  2020 at B1 (LGD3, 36%)

  Proposed $125 million second lien senior secured term loan due
  2021 at Caa1 (LGD5, 89%)

Ratings to be withdrawn at transaction closing:

  $25 million first lien senior secured revolving credit facility
  due 2018 at B2 (LGD3, 35%)

  $330 million first lien senior secured term loan due 2019 at B2
  (LGD3, 35%)

The rating outlook is stable.

Ratings Rationale

The B2 corporate family rating primarily reflects Flexera's high
pro-forma leverage, as well as modest operating scale resulting
from a limited product portfolio focused on the niche applications
usage management (AUM) segment of the enterprise software market.
The rating incorporates the company's aggressive shift in
financial policy demonstrated by the proposed dividend
recapitalization transaction, which results in balance sheet debt
that is well in excess of revenues and limits the company's
financial flexibility in case of any performance deterioration.
For the fiscal year ended December 31, 2013, the company's
leverage on a debt to EBITDA basis was approximately 6.6 times
(pro-forma for the proposed transaction and including Moody's
standard adjustments). Notwithstanding these risks, the rating
predominantly derives support from the company's successful track
record of de-leveraging and good revenue growth prospects, despite
the challenge of competing with AUM solutions that are internally
developed or "home grown" by software publishers and consumers.
Furthermore, positive ratings consideration is given to the
company's large installed base of customers, well regarded
products in the AUM segment, high levels of recurring revenues
with high renewal rates and modest capital expenditure
requirements.

As a result of the proposed change from an all first lien capital
structure to a first lien/second lien structure, Moody's has
lowered the expected mean family recovery rate in a default
scenario to 50% from 65% and raised the probability of default
rating ("PDR") to B2-PD from B3-PD consistent with Moody's Loss
Given Default Methodology.

The stable outlook reflects Moody's expectation that Flexera's key
credit metrics will improve incrementally over the next 12 to 18
months to levels that are more representative of the B2 corporate
family rating. Moody's expects the company to direct excess free
cash flow towards debt reduction, while EBITDA growth will be
driven by positive momentum in the higher margin license and
maintenance revenue streams.

Given Flexera's modest scale and aggressive shift in financial
policy, a ratings upgrade is not anticipated in the intermediate
term. However, Moody's could raise Flexera's ratings if the
company demonstrates solid growth in earnings and pursues
conservative financial policies. Specifically, Flexera's ratings
could be upgraded if the company sustains leverage on a debt to
EBITDA basis (Moody's adjusted) of less than 3.5 times and free
cash flow to debt in excess of 15%.

The ratings could be downgraded if revenue growth decelerates
materially and weak operating performance causes us to expect
Flexera's leverage on a debt to EBITDA basis (Moody's adjusted) to
be sustained over 6.0 times, and/or free cash flow to remain below
5% of total debt for an extended period of time. The ratings could
also be downgraded if Flexera's liquidity weakens or credit
profile deteriorates as a result of large debt-financed
acquisitions or any further shareholder enhancement initiatives.

Headquartered in Itasca, IL, Flexera Software LLC provides
application usage management (AUM) solutions that enable software
publishers and buyers to install, monitor and optimize application
usage, and ensure compliance with software entitlements. The
company is majority owned by Teachers' Private Capital, the
private investment division of Ontario Teachers' Pension Plan,
with Thoma Bravo and the company's management retaining a minority
stake. Flexera reported approximately $215 million in revenue
under US GAAP.

The principal methodology used in this rating was the Global
Software Industry published in October 2012. Other methodologies
used include Loss Given Default for Speculative-Grade Non-
Financial Companies in the U.S., Canada and EMEA published in June
2009.


FLORIDA GAMING: Committee Allowed to Intervene in ABC Suit
----------------------------------------------------------
The Official Joint Committee of Unsecured Creditors of the
bankruptcy estates of Florida Gaming Centers, Inc., and Florida
Gaming Corporation sought and obtained authority from the U.S.
Bankruptcy Court for the Southern District of Florida, Miami
Division, to intervene in the adversary proceeding captioned
Florida Gaming Centers, Inc., and Florida Gaming Corporation v.
ABC Funding, LLC, Adv. No. 13-01816-RAM.

In November last year, the Debtors filed a complaint against ABC
as administrative agent for a syndicate of prepetition lenders
seeking the disallowance of ABC's claim on various grounds.
Pursuant to the Prepetition Credit Agreement, the Lenders agreed
to make revolving loans available to the Debtors in an amount up
to $87,000,000.  ABC filed a proof of claim asserting that it is
due no less than $127,645,985 as of the Petition Date.

The Committee related that it participated in mediation with the
Debtors and ABC, and at the end of the mediation, it reached a
consensus on the material terms of a settlement with the
Committee, which provides, among other things that ABC would
guarantee full payment to unsecured creditors of the operating
company and 48% to 100% for unsecured creditors of the holding
company.  The Debtors, however, are not willing to be a party to
the settlement agreement, saying they want to hold out for a
better settlement or victory in the adversary proceeding so the
owners can have a recovery under a plan.  The Committee believes
that the settlement is unquestionably in the best interests of the
estates.  The Committee said it is unwilling to gamble the
substantial benefits contained in the settlement agreement.

The Court said it will conduct a further hearing on the
Committee's other requests, which include a request for authority
to settle the Debtors' claims against ABC and request for approval
of the settlement with ABC.  The Court said that unless it is
presented with a settlement agreed to by the Debtors, a ruling
determining credit bid rights and procedures will only be
applicable to the bid, leaving open the resolution of all
remaining issues in the adversary proceeding.  The Court pointed
out that litigation to resolve the issues will be expensive and
time-consuming, thus it reiterates its prior admonition to the
parties to diligently pursue a global settlement.

                    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: Prepetition Lender Reserves Right re Sale Protocol
------------------------------------------------------------------
ABC Funding, LLC, as administrative agent under the prepetition
credit agreement among Florida Gaming Centers, Inc., Florida
Gaming Corporation, and certain lenders, reserved its rights with
respect to the sale of substantially all of the assets of Centers
and Holdings.

ABC told the U.S. Bankruptcy Court for the Southern District of
Florida, Miami Division, that it does not have any objection to
the Sale or the Debtors? sale process, but for the avoidance of
doubt, because of the strict prohibition in the Sale Procedures
Order against filing an objection regarding the Sale after the
Sale Objection Deadline, ABC and each of the Lenders reserve their
rights to object to any aspect of the Sale and Sale Procedures
Order occurring on or after the Sale Objection Deadline of
March 15, 2014, including, without limitation, the Debtors?
implementation of the Bidding Procedures after March 15, the
Auction and any Sale-related ministrations occurring after the
Auction.

As previously reported by The Troubled Company Reporter, the
Debtors entered into an asset purchase agreement with Silvermark,
LLC, on December 30, 2013, pursuant to which Silvermark agreed to
acquire substantially all of Centers' assets for a cash purchase
price of $115,000,000 and assumption of certain liabilities of
approximately $17,500,000.

In the event the Debtors receive, on or before the Bid Deadline,
one or more Qualified Bids (including any credit bid by ABC), in
addition to the APA, an auction will be conducted on March 25,
2014, to determine the highest and best offer.  A sale hearing
will be held on March 26.

                    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: Sale Issues Create Confusion, Stalking Horse Says
-----------------------------------------------------------------
Silvermark LLC, the stalking horse bidder for the assets of
Florida Gaming Centers, Inc., et al., joints in the Official Joint
Committee of Unsecured Creditors' request to limit the credit bid
of ABC Funding, LLC.

Silvermark told the U.S. Bankruptcy Court for the Southern
District of Florida, Miami Division, that it believes the recent
proceedings regarding the credit bid rights of ABC Funding have
created significant confusion as to how the Debtors will conduct
the upcoming March 25 auction of their assets and on what basis
the Debtors will compare any credit bid by ABC against competing
bids of "fresh" value by Silvermark or any other third party
bidder.  Silvermark asserted that ABC's credit bid rights should
be not only clear and transparent, but also fair.

Thomas R. Kreller, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
in Los Angeles, California; and Craig V. Rasile, Esq., at DLA
Piper LLP (US), in Miami, Florida, represent Silvermark.

                    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.


FRESH & EASY: Wants Plan Filing Date Extended Until May 30
----------------------------------------------------------
Old FENM, Inc., formerly Fresh & Easy Neighborhood Market Inc.,
and its debtor affiliates ask the U.S. Bankruptcy Court for the
District of Delaware to further extend the period during which the
Debtors have the exclusive right to file a Chapter 11 plan through
and including May 30, 2014, and the period during which the
Debtors have the exclusive right to solicit acceptances thereof
through and including July 29.

The Debtors believe that allowing the government bar date to pass
and resolving significant claims in the near term are the last
significant hurdles that must be overcome so that the Debtors can
propose a fully consensual Chapter 11 plan.  The Debtors tell the
Court that they have made extensive efforts to engage both the
Official Committee of Unsecured Creditors and Tesco PLC with
respect to the structure of a consensual plan.

A hearing on the extension request will be held on April 1, 2014,
at 1:00 p.m. (EDT).  Objections are due March 25.

                  About Fresh & Easy Neighborhood

Fresh & Easy Neighborhood Market Inc., and its affiliate filed
Chapter 11 petitions (Bankr. D. Del. Case Nos. 13-12569 and
13-12570) on Sept. 30, 2013.  The petitions were signed by James
Dibbo, chief financial officer.  Judge Kevin J. Carey presides
over the case.

Fresh & Easy owes $738 million to Cheshunt, England-based Tesco,
the U.K.'s biggest retailer. Fresh & Easy never made a profit and
lost an average of $22 million a month in the 12 months ended in
February, according to court papers.

Jones Day serves as lead bankruptcy counsel.  Richards, Layton &
Finger, P.A., serves as local Delaware counsel.  Alvarez & Marsal
North America, LLC, serves as financial advisors, and Alvarez &
Marsal Securities, LLC, serves as investment banker.  Prime Clerk
LLC acts as the Debtors' claims and noticing agent.  Gordon
Brothers Group, LLC, and Tiger Capital Group, LLC, serves as the
Debtors' consultant. The Debtors estimated assets of at least $100
million and liabilities of at least $500 million.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five
creditors to serve in the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Fresh & Easy Neighborhood
Market Inc., et al.  Pachulski Stang Ziehl & Jones LLP serves as
counsel to the Committee. FTI Consulting, Inc. serves as its
financial advisor.

The Debtors closed, on or about Nov. 26, 2013, the sale of about
150 supermarkets plus a production facility in Riverside,
California, to Ron Buckle's Yucaipa Cos.  Pursuant to the sale
terms, the bankruptcy company changed its name, and the name of
the case, to Old FENM Inc.


FRESH & EASY: Settles California Employees' Wage Claims
-------------------------------------------------------
Old FENM Inc., f/k/a Fresh & Easy Market Inc., and its debtor
affiliates ask the U.S. Bankruptcy Court for the District of
Delaware to approve a settlement agreement, which resolves
putative class action claims asserting violations on a state-wide
basis of various California wage and hour statutes dating back to
when the Debtors began operations in 2006.

If approved, the Settlement Agreement would result in the
satisfaction of disputed, contingent, unliquidated proofs of claim
seeking in excess of $61,428,703, in exchange for a Settlement
Payment not to exceed $2,000,000, inclusive of Class Counsel fees
and expenses, administrative costs, payment to the California
Labor & Workforce Development Agency, and the employer's share of
taxes due on certain portions of the settlement payments.  The
Parties have also agreed to the certification of the class, for
settlement purposes only.

Although the Debtors deny that any class-wide problem existed with
respect to its wage and hour employees, or that a state-wide class
could be certified if these claims were litigated inside or
outside of the bankruptcy process, the Debtors and Official
Committee of Unsecured Creditors recognize that that there are
significant risks and costs to the estate if these claims were to
be litigated.

The Debtors also seek authority from the Court to appoint The
Cooper Law Firm P.C. and Blumenthal Nordrehaug & Bhowmik as co-
lead class counsel and the law firms of (i) The Carter Law Firm,
(ii) Aegis Law Firm, P.C., (iii) Mahoney Law Group, and (iv) Jose
Garay, APLC, together with Co-Lead Class Counsel, as class
counsel, and appoint Deanna Weatherspoon, Rene F. Luna, Yessenia
Martinez, and Dandre Jackson as Class Representatives.

The company has requested a June 19, 2014, hearing for the court
to determine the fairness of the agreement.

The Debtors are represented by Mark D. Collins, Esq., John H.
Knight, Esq., and William A. Romanowicz, Esq., at RICHARDS, LAYTON
& FINGER, P.A., in Wilmington, Delaware; and Lisa Laukitis, Esq.,
and Jane Rue Wittstein, Esq., at JONES DAY, in New York.

                  About Fresh & Easy Neighborhood

Fresh & Easy Neighborhood Market Inc., and its affiliate filed
Chapter 11 petitions (Bankr. D. Del. Case Nos. 13-12569 and
13-12570) on Sept. 30, 2013.  The petitions were signed by James
Dibbo, chief financial officer.  Judge Kevin J. Carey presides
over the case.

Fresh & Easy owes $738 million to Cheshunt, England-based Tesco,
the U.K.'s biggest retailer. Fresh & Easy never made a profit and
lost an average of $22 million a month in the 12 months ended in
February, according to court papers.

Jones Day serves as lead bankruptcy counsel.  Richards, Layton &
Finger, P.A., serves as local Delaware counsel.  Alvarez & Marsal
North America, LLC, serves as financial advisors, and Alvarez &
Marsal Securities, LLC, serves as investment banker.  Prime Clerk
LLC acts as the Debtors' claims and noticing agent.  Gordon
Brothers Group, LLC, and Tiger Capital Group, LLC, serves as the
Debtors' consultant. The Debtors estimated assets of at least $100
million and liabilities of at least $500 million.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five
creditors to serve in the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Fresh & Easy Neighborhood
Market Inc., et al.  Pachulski Stang Ziehl & Jones LLP serves as
counsel to the Committee. FTI Consulting, Inc. serves as its
financial advisor.

The Debtors closed, on or about Nov. 26, 2013, the sale of about
150 supermarkets plus a production facility in Riverside,
California, to Ron Buckle's Yucaipa Cos.  Pursuant to the sale
terms, the bankruptcy company changed its name, and the name of
the case, to Old FENM Inc.


FRESH & EASY: Seeks to Reduce Former Workers' Claims
----------------------------------------------------
Old FENM, Inc., et al., ask the U.S. Bankruptcy Court for the
District of Delaware to approve the following stipulations
providing for the reduction and allowance of certain claims:

   Claimant            Original Amt.   Allowed Amt.
   --------            -------------   ------------
   Sarah Townsend           $250,000        $20,000
   James Ritchie             $10,268         $4,107
   Gerald Marsee             $10,816         $4,326
   Jerome Simmons         $3,500,000        $37,500
   Susan McDaniel            $67,825        $14,000

The stated basis of the Claims were alleged violations of
wage/hour laws.

The Official Committee of Unsecured Creditors joins in the
Debtors' motion for approval of the stipulations.

                  About Fresh & Easy Neighborhood

Fresh & Easy Neighborhood Market Inc., and its affiliate filed
Chapter 11 petitions (Bankr. D. Del. Case Nos. 13-12569 and
13-12570) on Sept. 30, 2013.  The petitions were signed by James
Dibbo, chief financial officer.  Judge Kevin J. Carey presides
over the case.

Fresh & Easy owes $738 million to Cheshunt, England-based Tesco,
the U.K.'s biggest retailer. Fresh & Easy never made a profit and
lost an average of $22 million a month in the 12 months ended in
February, according to court papers.

Jones Day serves as lead bankruptcy counsel.  Richards, Layton &
Finger, P.A., serves as local Delaware counsel.  Alvarez & Marsal
North America, LLC, serves as financial advisors, and Alvarez &
Marsal Securities, LLC, serves as investment banker.  Prime Clerk
LLC acts as the Debtors' claims and noticing agent.  Gordon
Brothers Group, LLC, and Tiger Capital Group, LLC, serves as the
Debtors' consultant. The Debtors estimated assets of at least $100
million and liabilities of at least $500 million.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five
creditors to serve in the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Fresh & Easy Neighborhood
Market Inc., et al.  Pachulski Stang Ziehl & Jones LLP serves as
counsel to the Committee. FTI Consulting, Inc. serves as its
financial advisor.

The Debtors closed, on or about Nov. 26, 2013, the sale of about
150 supermarkets plus a production facility in Riverside,
California, to Ron Buckle's Yucaipa Cos.  Pursuant to the sale
terms, the bankruptcy company changed its name, and the name of
the case, to Old FENM Inc.


GENERAL MOTORS: S&P Affirms 'BB' ICR; Outlook Positive
------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed the 'BB'
issuer credit rating on General Motors Financial Co. Inc. (GM
Financial).  S&P also raised the stand-alone credit profile (SACP)
to 'bb-' from 'b+' and reassessed the group status to "highly
strategic" from "strategically important."  The rating outlook is
positive.

"Our more positive assessments of GM Financial's SACP and group
status reflect the company's enhanced geographic and product
diversification, improved asset credit mix, and increasing
importance to its parent General Motors (GM).  Once the company
closes all the pieces of the international operations (IO) of the
Ally acquisition, GM Financial's geographic footprint will have
expanded from only North America (U.S. and modest exposure in
Canada) to a total of 18 countries that account for roughly 80% of
GM's worldwide sales.  In 2013, the company more than doubled its
balance sheet and increased the proportion of GM-related earnings
assets to 75% from about 40%. As of Dec. 31, 2013, the company's
earning assets were 50% based in North America and 50%
international (100% North America as of Dec. 31, 2012), 80%
consumer and 20% commercial (96% consumer and 4% commercial), and
credit had shifted to 66% prime/commercial and 34% subprime
(roughly 85% subprime).  In the countries in which it operates, GM
Financial's international operations have penetration rates of
41.4% of GM retail sales and 96.3% wholesaler dealer penetration,
and GM vehicles account for 89.7% consumer originations," S&P
said.

"GM Financial's role in the domestic market is still somewhat
limited but growing," said Standard & Poor's credit analyst Kevin
Cole.  In the U.S., the company is focused primarily on subprime
(30.1% of GM U.S. subprime originations in the fourth quarter of
2013) and lease (15.5%).  GM Financial added U.S. commercial
floorplan originations to its core subprime and lease products in
mid-2012 and plans to introduce prime retail loans in mid-2014.
The introduction of these products will give GM Financial the
ability to support GM's U.S. sales more broadly and could bring
beneficial competition to GM's U.S. dealers.  That said, GM
Financial's wholesale dealer penetration remained modest at 5.9%
at Dec. 31, 2013, and S&P expects prime retail origination to
increase slowly.  S&P do not see GM Financial's penetration in
U.S. commercial and prime retail loans growing beyond a sizeable
minority, considering the auto-lending market is highly
competitive.  GM Financial has become much less focused on non-GM
business from its pre-GM profile (53.6% total U.S. loan and lease
originations were GM in the fourth quarter of 2013), and S&P
expects non-GM business to continue decline as a percentage of
total originations in the future.

"We believe that the improvements in GM Financial's
diversification, market position, and credit quality outweigh
risks associated with its strong growth, which are material," said
Mr. Cole.

The company faces increasing operational risk as it expands
internationally and into new products domestically.  GM
Financial's management is largely in place from the pre-
acquisition AmeriCredit and has little experience to apply to the
international operations.  The company's plan to operate the
international businesses separately as a division of GM Financial
with the former Ally/GMAC leadership team intact somewhat
mitigates operational risk.  In addition, GM has a successful
history operating domestic commercial and prime loans through a
much bigger auto captive than GM Financial and should be able to
manage growth effectively.  The company's leverage (which S&P
measures by debt to adjusted tangible equity [ATE]) increased to
5.8x at year-end 2013 from 3.3x a year earlier.  The rise in
leverage isn't particularly negative, in S&P's view, for two
reasons: S&P expected leverage to increase over time as the
company's assets grew from a relatively small base; and the IO
acquisition included a high proportion of prime assets and
significantly lowered the company's credit risk, making higher
leverage manageable.  In addition, GM injected roughly $1.3
billion of capital into GM Financial as part of the acquisition,
demonstrating its commitment to GM Financial's capital adequacy
and ability to function as a source of financing strength during
times of stress in the funding markets.  S&P expects that leverage
will continue to increase in the next few years as GM Financial's
balance sheet grows.  The company is targeting earnings assets at
about 6x-8x tangible net worth (roughly 5-7x debt/ATE), which S&P
thinks is appropriate if the company's asset growth is
concentrated in higher-quality prime consumer and commercial
loans.

"Our positive outlook matches our outlook on GM and reflects our
view that GM Financial is a highly strategic subsidiary of the GM.
We could raise the ratings one notch if we positively reassess
GM's business risk profile to satisfactory from fair.  We believe
that GM Financial's role within GM will become more important as
the company builds its domestic commercial and prime retail
business and integrates the acquired international operations.  As
such, we will continue to assess GM Financial's group status based
on the growing proportion of GM originations in GM Financial's
receivables portfolio, especially in the U.S.  This could result
in GM Financial being designated as a core captive subsidiary.  If
this occurs, we could raise the rating on GM Financial so that it
is equal to that on its parent," S&P added.

If S&P was to revise its outlook on GM to stable, it could also
revise the rating outlook on GM Financial if S&P believed there
wasn't a significant chance it would reassess its group status and
designate it as a core subsidiary in the next year.  S&P could
also lower the rating on GM Financial if it lowered the rating on
GM.


GLOBAL GEOPHYSICAL: Moody's Lowers Corp. Family Rating to Caa2
--------------------------------------------------------------
Moody's Investors Service downgraded Global Geophysical Services,
Inc.'s Corporate Family Rating (CFR) to Caa2 from B3, Probability
of Default Rating (PDR) to Caa2-PD from B3-PD, and senior
unsecured notes to Caa3 from Caa1. The rating outlook remains
negative.

"The downgrade reflects GGS's high leverage profile and severely
limited liquidity position that has heightened the likelihood of
default over the near term," stated Michael Somogyi, Vice
President and Senior Analyst.

Issuer: Global Geophysical Services, Inc.

Downgrades:

  Corporate Family Rating, downgraded to Caa2 from B3

  Probability of Default rating, downgraded to Caa2-PD from B3-PD

  $200 million Senior Unsecured Regular Bond/Debenture,
  downgraded to Caa3 from Caa1

  $50 million Senior Unsecured Regular Bond/Debenture, downgraded
  to Caa3 from Caa1

  Affirm Speculative Grade Liquidity (SGL) Rating, SGL-4

Ratings Rationale

The downgrade reflects a heightened likelihood of a distressed
exchange or filing for bankruptcy over the near-term as Global
announced it has retained financial advisors to assist in
reviewing financial and strategic alternatives for addressing its
liquidity needs, including obtaining additional capital and/or a
financial restructuring. In connection with this, Global has
entered into a forbearance agreement with TPG Specialty Lending,
Inc. that precludes senior secured lenders from exercising any
rights and remedies in connection with certain specified defaults
and events of default before March 24, 2014. The company also
announced a delay in filing its Form 10-k and the restating of
financial results due to accounting errors resulting from a
material weakness in the company's internal controls.

The SGL-4 Speculative Grade Liquidity rating reflects GGS's weak
liquidity position. On September 30, 2013, Global entered into a
financing agreement with TPG Specialty Lending, Inc. (unrated) and
funds managed by Tennenbaum Capital Partners, LLC (unrated).
Global has no additional borrowing capacity under its $82.8
million Term A Loan and has limited access to additional debt and
equity capital.

The Caa3 senior unsecured note rating reflects Global's' overall
probability of default, to which Moody's has assigned a PDR of
Caa2-PD, and a loss given default of LGD4-64%. The size of the
senior secured potential priority claim relative to the $250
million senior unsecured notes results in the notes being rated
one notch beneath the Caa2 CFR under Moody's Loss Given Default
Methodology.

The outlook remains negative. The ratings could be further lowered
if Global's capital structure is altered in a manner that
constitutes a distressed exchange or the company files for
bankruptcy. In order to stabilize the rating, Global would need to
enhance its liquidity position and become current on its filings.
An upgrade is not likely in the near-term.

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

Global Geophysical Services, Inc. is a seismic data company that
offers an integrated suite of seismic data solutions to the global
oil and gas industry. Global Geophysical Services is headquartered
in Houston, Texas.


GRAND CENTREVILLE: Hires Resource International as Consultant
-------------------------------------------------------------
Grand Centreville, LLC seeks authorization from the U.S.
Bankruptcy Court for the Eastern District of Virginia to employ
Resource International, Ltd. as consultant to perform a Phase I
Environmental Site Assessment.

Resource International will be paid $2,800 upon completion of its
services.

Lynn L. Tavenner, member of Resource International, 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.

Resource International can be reached at:

       Anthony Creech
       RESOURCE INTERNATIONAL, LTD.
       P.O. Box 6160
       9560 Kings Charter Drive
       Ashland, VA 23005
       Tel: (804) 550-9209
       Fax: (804) 550-9259

                   About Grand Centreville

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

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

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


GRAND CENTREVILLE: Taps KLNB LLC as Broker and Agent
----------------------------------------------------
Grand Centreville LLC asks permission from the U.S. Bankruptcy
Court for the Eastern District of Virginia to employ KLNB LLC as
real estate broker and marketing agent.

KLNB LLC will assist the Debtor in the sale of Shopping Center
located at 13810-13860 Braddock Rd., and commonly known as the Old
Centreville Crossing Shopping Center.

KLNB LLC will be compensated as provided in the Agreement.

Commissions shall be 0.8% of the gross purchase price.  The gross
purchase price shall include any and all consideration received or
receivable, in whatever form, including but not limited to
assumption or release of existing liabilities.  If a cooperating
broker procures the buyer of the Property, the Commission shall be
increased to 1.25% of the gross purchase price, which Commission
Broker shall share equally with the cooperating broker by paying
such cooperating broker a commission equal to 0.625% of the gross
purchase price (the "Co-Brokerage Commission") from the Broker's
commission.

The Broker acknowledges that the Seller and/or Receiver and/or any
of their respective officers, employees, agents, consultants,
representatives, members or attorneys have been in discussions
with those interested parties ("Seller Prospects") to purchase the
Property.  The Broker will pursue the Seller Prospects and bring
one of them to closure if at all possible.  As compensation for
closing one of the Seller Prospects, in lieu of the aforesaid 0.8%
commission, the Broker will be paid a flat fee of $250,000.

The Seller Prospects are:

   -- Michael Z. Jacoby/Broad Street Ventures, LLC, and or
      affiliates or assigns;

   -- C.S. Taylor Burke and/or affiliates or assigns;

   -- Lincoln Property Company and/or affiliates or assigns; and

   -- Steven A. Bannister/Capital Investment Advisors LLC and/or
      affiliates or assigns

The Commission is earned when the PSA is fully executed and shall
be payable only upon settlement on the Sale.  The Broker
acknowledges that settlement on any Sale is subject to Owner
obtaining approval of the sale by the Bankruptcy Court; which
approval is within the sole discretion of the Bankruptcy Court and
subject to the consent of parties other than Owner, and therefore
outside the control of Owner.  No commission shall be payable in
the event any of the court order or approvals are denied.

KLNB LLC can be reached at:

       KLNB LLC
       42395 Ryan Road, Suite 200
       Brambleton, VA 20148
       Tel: (703) 722-2700
       Fax: (703) 722-2730

                   About Grand Centreville

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

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

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


GRAND CENTREVILLE: Hires Property Condition as Consultant
---------------------------------------------------------
Grand Centreville, LLC seeks authorization from the U.S.
Bankruptcy Court for the Eastern District of Virginia to employ
Property Condition Assessments, LLC ("PCA") as consultant.

PCA will evaluate the general condition of the Debtor's existing
facilities relative to a potential disposition transaction in this
Chapter 11 case.

PCA will be compensated as follows:

   Property Condition Assessment        $3,850
   Mech/Elect/Plumb/Ltd. Fire and
   Life Safety Systems Assessment       $2,300
   Roofing Assessment                   $800
   Optional Services:
     (a) Structural Assessment          $2,700
     (b) Public Records Review          $650

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

PCA can be reached at:

       PROPERTY CONDITION ASSESSMENTS, LLC
       P.O. Box 681110
       Park City, UT 84068
       Tel: (626) 685-9560
       Fax: (626) 685-9570

                   About Grand Centreville

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

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

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


GREEN FIELD: Creditors Object to Sealing of Examiner Report
-----------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of Green Field Energy Services, Inc., et al., and
unsecured creditors Schneider Logistics, Inc., and Schneider
National Bulk Carriers Inc., ask the U.S. Bankruptcy Court for the
District of Delaware to deny the Chapter 11 Examiner's request to
file its report under seal.

Citing Section 107 of the Bankruptcy Code, which, according to the
Committee, contemplates a "strong presumption in favor of public
access to bankruptcy proceedings and records," the Committee said
it opposes the Examiner's request for two reasons: (1) there is no
legitimate legal basis for shielding the Examiner's Report from
public review; and (2) all parties-in-interest would benefit
significantly from open access to the Examiner's Report.

Schneider argued that the Examiner's effort to seal the Report and
shield it from public review is inconsistent with both the
Bankruptcy Code and public policy supporting public access to
court records.  Moreover, Schneider further argued that allowing
the Report to be sealed will impede creditors' ability to make an
informed decision on whether to vote in support of, or against,
the Plan.

The Committee is represented by Steven K. Kortanek, Esq., Kevin
Mangan, Esq., and Morgan L. Patterson, Esq., at WOMBLE CARLYLE
SANDRIDGE & RICE, LLP, in Wilmington, Delaware; Robert J. Stark,
Esq., at BROWN RUDNICK LLP, in New York; and Howard L. Siegel, at
BROWN RUDNICK LLP, in Hartford, Connecticut.

Karen C. Bifferato, Esq., at Connoly Gallagher LLP, in Wilmington,
Delaware; and Aaron G. McCollough, Esq., and Paul J. Catanese,
Esq., at McGuireWoods LLP, in Chicago, Illinois, represent
Schneider.

                      About Green Field Energy

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

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

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

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

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

Judge Kevin Gross approved the disclosure statement explaining
the Debtors' Plan of Liquidation and scheduled the hearing to
consider confirmation of the Plan for April 23, 2014, at 2:00 p.m.
(Eastern Time).  Objections to the confirmation of the Plan are
due April 15.

Allowed general unsecured claims estimated to total $78,800,000,
will be paid 13% of their full amount, while allowed senior
noteholder claims estimates to total $254,000,000 will be paid 25%
of their asserted amount.

The Liquidation Plan is premised upon a settlement reached by and
among the Debtors, SWEPI, LP, Michel Moreno and Turbine Powered
Technology, LLC, which centers around the contribution of the
MOR/TGS Interests by the Moreno Entities to NewCo in exchange for
certain interests in NewCo and the releases by Debtors and certain
holders of claims.  The Plan is premised upon a waiver of
Deficiency Claim of the Senior Secured Notes Indenture Trustee and
Senior Secured Noteholders.

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

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

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


GREEN FIELD: To Sell Turbine Powered Technology to Noteholders
--------------------------------------------------------------
Green Field Energy Services, Inc., et al., seek authority from the
U.S. Bankruptcy Court for the District of Delaware to sell their
membership interest in Turbine Powered Technology, LLC, to TPT
Acquisition, Inc., an entity to be formed by, and owned by,
holders of notes issued by GFES on Nov. 15, 2011.

The purchase price for the Membership Interests will be in the
form of a credit bid in the amount of $17,750,000 in principal
amount of the Notes.  Upon the closing, the Buyer will cause notes
in the aggregate principal amount of $17,750,000 to be surrendered
in exchange for the Membership Interests.  As a condition to
closing, the Seller will first transfer $1,500,000 of the
Noteholders' cash collateral to either TPT or the Buyer.

GFES owns or will own prior to closing 52.21% of the issued and
outstanding Membership Interests in the Company.

The Debtors said entering into the transaction has a sound
business justification, including reducing the unsecured
deficiency claim of the holders of the Credit Bid Notes, which
will increase the overall recovery of the Debtors' other general
unsecured creditors.  The Debtors add that without an immediate
cash infusion, TPT's survival may be in jeopardy.

A hearing to consider approval of the motion will be held on
March 25, 2014, at 10:00 a.m. (ET).

The Debtors are represented by Michael R. Nestor, Esq., Kara
Hammond Coyle, Esq., and Justin H. Rucki, Esq., at YOUNG CONAWAY
STARGATT & TAYLOR, LLP, in Wilmington, Delaware; and Josef S.
Athanas, Esq., Caroline A. Reckler, Esq., Sarah E. Barr, Esq., and
Matthew L. Warren, Esq., at LATHAM & WATKINS LLP, in Chicago,
Illinois.

                      About Green Field Energy

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

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

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

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

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

Judge Kevin Gross approved the disclosure statement explaining
the Debtors' Plan of Liquidation and scheduled the hearing to
consider confirmation of the Plan for April 23, 2014, at 2:00 p.m.
(Eastern Time).  Objections to the confirmation of the Plan are
due April 15.

Allowed general unsecured claims estimated to total $78,800,000,
will be paid 13% of their full amount, while allowed senior
noteholder claims estimates to total $254,000,000 will be paid 25%
of their asserted amount.

The Liquidation Plan is premised upon a settlement reached by and
among the Debtors, SWEPI, LP, Michel Moreno and Turbine Powered
Technology, LLC, which centers around the contribution of the
MOR/TGS Interests by the Moreno Entities to NewCo in exchange for
certain interests in NewCo and the releases by Debtors and certain
holders of claims.  The Plan is premised upon a waiver of
Deficiency Claim of the Senior Secured Notes Indenture Trustee and
Senior Secured Noteholders.

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

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

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


GREEN POWER: UST Seeks Dismissal of Biofuels Company's Case
-----------------------------------------------------------
Kristi Pihl, writing for Tri-City Herald, reported that the U.S.
trustee assigned to biofuel company Green Power Inc.'s bankruptcy
case (Bankr. E.D. Wash. Case No. 14-11274) on Friday asked a
bankruptcy judge in Seattle, Wash., to dismiss the case, citing
the company's lack of an attorney and insurance.  The company also
failed to file all the information needed for a Chapter 11
bankruptcy.

The report said Judith Calhoun, Green Power's acting CEO, had
asked the court for more time to file the information, claiming
she couldn't access Green Power's records.  After Friday's
hearing, Ms. Calhoun filed a motion asking for an extension so she
could hire an attorney, according to the report.  She said the
company lacks money now to hire an attorney, but that income is
expected because the company is being sold.  She previously told
the Herald that Green Power is being sold to Atlantis Renewable
Energy Systems, which she said is a Delaware company that includes
several U.S. and international investors.

The report also noted that the company's founder and CEO, Michael
Spitzauer, is currently in federal custody in Yakima waiting for a
trial on charges of wire fraud, aggravated identity theft and
money laundering that are connected to his business.  Moreover,
the Port of Pasco, Green Power's landlord, is trying to evict the
company from the Big Pasco Industrial Park.  Franklin County is
waiting to finalize a $58,700 auction of some of the company's
equipment and tools to pay for unpaid personal property taxes.
Both those actions have been stayed in view of the bankruptcy.
The port already had asked the bankruptcy judge if could continue
with its Franklin County Superior Court case to evict the company.

The report noted that bankruptcy records show Green Power claims
it has $10 million in assets, including a partially built plant in
Pasco, while 14 creditors say the company owes them $30.5 million.


GYMBOREE CORP: Bank Debt Trades at 10% Off
------------------------------------------
Participations in a syndicated loan under which Gymboree Corp is a
borrower traded in the secondary market at 89.64 cents-on-the-
dollar during the week ended Friday, March 21, 2014, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents a decrease of 0.57
percentage points from the previous week, The Journal relates.
Gymboree Corp pays 350 basis points above LIBOR to borrow under
the facility.  The bank loan matures on Feb. 23, 2018.  The bank
debt carries Moody's B2 and Standard & Poor's B- rating.  The loan
is one of the biggest gainers and losers among 204 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

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


HELLAS TELECOMMUNICATIONS: Liquidators File 2nd Suit v. TPG, Apax
-----------------------------------------------------------------
Michael Bathon, substituting for Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reports that the liquidators of
Hellas Telecommunications (Luxembourg) II SCA's sued TPG Capital
Management LP and Apax Partners LLP in U.S. Bankruptcy Court in
Manhattan on March 13 claiming the private-equity firms left the
wireless company insolvent. They filed a similar lawsuit in U.S.
district court the same day.

According to Mr. Bathon, lawyers for the liquidators didn't
respond to an e-mail seeking an explanation on why they filed
complaints in both the bankruptcy and federal court in Manhattan.

The lawsuit in bankruptcy seeks more than $1.3 billion from the
private-equity firms, claiming they used Hellas "to carry out the
highly leveraged acquisition of a pair of Greek businesses" and
caused the company to borrow more than 1 billion euros ($1.4
billion) in additional funds that were "immediately siphoned out
of the company without consideration," the report related.

Owen Blicksilver, a spokesman for TPG, called the suit filed in
bankruptcy court "totally without merit," the report further
related.  Apax's director of communications, Sarah Rajani, called
it "a rehash of the ill-founded claims filed in prior cases going
back to 2011."

The case is In re Manhattan federal court is In re Hosking v. TPG
Capital Management LP, 14-cv-1749, U.S. District Court, Southern
District of New York (Manhattan).

                  About Hellas Telecommunications

In February 2007, Hellas Telecommunications was purchased from
TPG Capital LP and Apax Partners by the Italian telecommunications
giant Weather Group.  The Company later suffered liquidity
problems and commenced administration proceedings in the U.K. in
November 2009.  The administrators sold 100% of the shares of Wind
Hellas to the existing owners, the Weather Group.  An order
placing the Company into liquidation was entered on Dec. 1, 2011.

Andrew Lawrence Hosking and Carl Jackson, as Joint Liquidators
petitioned for the Chapter 15 protection for the Company (Bankr.
S.D. N.Y. Case No. 12-10631) on Feb. 16, 2012.  Bankruptcy Judge
Martin Glenn presides over the case.

The Debtor estimated assets and debts of more than $100,000,000.
The Debtor did not file a list of creditors together with its
petition.

The petitioners are represented by Howard Seife, Esq., at
Chadbourne & Parke LLP.


HOFFMASTER GROUP: S&P Revises Outlook to Neg. & Affirms 'B' CCR
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Hoffmaster Group Inc. to negative from stable.  S&P affirmed its
'B' corporate credit rating on the company.  At the same time, S&P
affirmed the 'B' issue-level rating (the same as the corporate
credit rating) on the first-lien facilities.  The recovery rating
on this debt remains '3', which indicates S&P's expectation of
meaningful (50% to 70%) recovery in the event of a payment
default.  S&P also affirmed its 'CCC+' issue-level rating (two
notches below the corporate credit rating) on the second-lien
facilities.  The recovery rating on this debt remains '6', which
indicates S&P's expectation of negligible (0% to 10%) recovery in
the event of a payment default.

"The outlook revision to negative reflects the potential for lower
ratings which could result from weaker liquidity and the increased
likelihood of a covenant breach in the next few quarters," said
Standard & Poor's credit analyst Henry Fukuchi.  S&P expects the
maximum leverage covenant related to Hoffmaster's first-lien
facilities to step down to 5.5x from 5.75x for the first quarter,
5.25x for the second quarter, and 5x for the third and fourth
quarters of 2014.  In light of this aggressive step-down schedule,
S&P believes covenant compliance could become problematic if the
company falls slightly short of its forecasts due to any
unexpected difficulties resulting in lower profitability or higher
debt levels.  While S&P expects improving operating trends based
on its scenario forecasts this year, S&P believes EBITDA cushion
levels will remain in the low-single-digit percentage area with
the ongoing risk for a violation in next few quarters.
Nonetheless, in light of S&P's expectation of favorable operating
trends, if a covenant violation appeared imminent, S&P believes
Hoffmaster should be able to amend its covenants, obtain a waiver,
or satisfy its financial covenants through an equity cure from its
sponsors.

The ratings on Oshkosh, Wis.-based Hoffmaster reflect a "weak"
business profile that incorporates the company's position as a
niche player in disposable tableware products with limited product
and geographic diversity and moderate customer concentration.  In
addition, Standard & Poor's Ratings Services views the financial
risk profile as highly leveraged and liquidity as less than
adequate.  S&P believes financial policy is likely to be very
aggressive, particularly in light of the leveraging acquisition by
Metalmark in 2011.  Some mitigating factors include the company's
long-standing customer relationships, sizable positions with
leading North American food service providers, above-average
profit margins and cash flow generation, and a favorable debt
maturity profile.

The negative outlook reflects the potential for lower ratings if
liquidity measures weaken further and a covenant breach appears
imminent.  The company is currently maintaining very tight
headroom (less than 5%) under the maximum total leverage covenant
and, in view of scheduled step-downs, could breach this covenant
in the next few quarters, particularly if operating expectations
fall slightly short of our forecast.  However, S&P expects that
fairly predictable business conditions and likely higher cash flow
generation over the next 12 months to mitigate some of this risk
and provide some comfort regarding the company's ability to amend
covenants or obtain an equity cure if necessary.

S&P may lower the ratings if unexpected cash outlays, aggressive
financial policies, or business challenges reduce the company's
liquidity position even further, heightening the risk of a
covenant violation.  However, even if the company addressed its
liquidity and covenant issues, S&P could lower the ratings if
operating margins weaken by 200 basis points or more and if
volumes decline 7% or more from current levels.  In this downside
scenario, S&P expects leverage to increase to 7x or more, and FFO
to adjusted debt to decrease below 5% and no clear prospects of
recovery.

S&P could raise the ratings modestly if operating results are
favorable over time, S&P revises its liquidity assessment to
"adequate," and FFO to adjusted debt strengthens to and is
consistently above 15% through a business cycle.  S&P currently
expects FFO to adjusted debt to improve toward 10% in 2014 and
remain within 10% to 15% over time.


HOUSTON REGIONAL: Astros' Motion to Strike Removal Notice Denied
----------------------------------------------------------------
David Barron, writing for The Houston Chronicle, reported that
Bankruptcy Judge Marvin Isgur, in a three-page opinion filed
Thursday, denied a motion by the Houston Astros that would have
overturned Comcast's move last November sending a lawsuit by
Astros owner Jim Crane to federal court.

According to the report, Judge Isgur held that while Comcast was
on solid procedural grounds in moving Mr. Crane's lawsuit against
Comcast, NBC Universal and former team owner Drayton McLane to
federal court, he still has "substantial concerns" as to whether
the case belongs before him.

Mr. Crane's Houston Baseball Partners LLC asked the Bankruptcy
Court to remand its lawsuit against McLane Champions, LLC, R.
Drayton McLane, Jr., Comcast Corporation and NBCUniversal Media,
LLC, to the 80th Judicial District Court, Harris County, Texas.
Houston Baseball Partners on March 10 filed a Motion to Strike
Comcast Defendants' Notice of Removal, disputing the
jurisdictional allegations.

The report noted that in the lawsuit, Houston Baseball Partners
claims that McLane and Comcast officials conspired to withhold
information regarding Comcast SportsNet Houston's pricing
structure when Mr. Crane was negotiating to buy the team from
McLane in 2010.  CSN Houston, the Astros-Rockets-Comcast
partnership that airs Astros and Rockets games, has failed to turn
a profit or gain widespread subscriber deals since its fall 2012
launch and is now under Chapter 11 bankruptcy protection.

According to the Chronicle, Judge Isgur said that while he has
"substantial concerns regarding the substance of the removal, the
motion to strike is based on procedural issues. Because there is
no procedural defect, the motion to strike is denied."  The
report, however, noted that Judge Isgur said earlier last week he
was unsure if he had "subject matter jurisdiction" to hear the
case and also has questions based on whether McLane and Comcast
officials acted on their own behalf or as representatives of their
respective companies when they had the conversations in question
with Mr. Crane and his group.

The report also noted Judge Isgur will conduct a hearing on the
remand motion May 12.

               About Houston Regional Sports Network

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

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

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

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

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

Judge Marvin Isgur presides over the case.

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

Harry Perrin, Esq., represents Astros owner Jim Crane.  Alan
Gover, Esq., represents the Rockets.

The Astros are represented by Richard B. Drubel, Esq., Colleen A.
Harrison, Esq., and Jonathan R. Voegele, Esq., at Boies, Schiller
& Flexner LLP, in Hanover, NH; and Scott E. Gant, Esq., at Boies,
Schiller & Flexner in Washington, DC.  Comcast Corporation and
NBCUniversal Media, LLC, are represented by Vincent P. Slusher,
Esq., Eli Burriss, Esq., Andrew Mayo, Esq., and Andrew Zollinger,
Esq., at DLA Piper; Arthur J. Burke, Esq., Timothy Graulich, Esq.,
and Dana M. Seshens, Esq., at Davis Polk & Wardwell LLP; and
Howard M. Shapiro, Esq., and Craig Goldblatt, Esq., at Wilmer
Cutler Pickering Hale and Dorr LLP.  Attorney for McLane
Champions, LLC and R. Drayton McLane, Jr., are Wayne Fisher, Esq.,
at Fisher Boyd & Huguenard, LLP.


HOUSTON REGIONAL: March 28 Closed-Door Meeting in Astros' Appeal
----------------------------------------------------------------
David Barron, writing for The Houston Chronicle, reported that
Astros general counsel Giles Kibbe says the team is encouraged by
U.S. District Judge Lynn Hughes' order setting a March 28 closed-
door conference to discuss the partnership.  Judge Hughes is
hearing the Astros' appeal of a February order placing the CSN
Houston partnership under Chapter 11 protection.

               About Houston Regional Sports Network

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

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

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

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

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

Judge Marvin Isgur presides over the case.

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

Harry Perrin, Esq., represents Astros owner Jim Crane.  Alan
Gover, Esq., represents the Rockets.

The Astros are represented by Richard B. Drubel, Esq., Colleen A.
Harrison, Esq., and Jonathan R. Voegele, Esq., at Boies, Schiller
& Flexner LLP, in Hanover, NH; and Scott E. Gant, Esq., at Boies,
Schiller & Flexner in Washington, DC.  Comcast Corporation and
NBCUniversal Media, LLC, are represented by Vincent P. Slusher,
Esq., Eli Burriss, Esq., Andrew Mayo, Esq., and Andrew Zollinger,
Esq., at DLA Piper; Arthur J. Burke, Esq., Timothy Graulich, Esq.,
and Dana M. Seshens, Esq., at Davis Polk & Wardwell LLP; and
Howard M. Shapiro, Esq., and Craig Goldblatt, Esq., at Wilmer
Cutler Pickering Hale and Dorr LLP.  Attorney for McLane
Champions, LLC and R. Drayton McLane, Jr., are Wayne Fisher, Esq.,
at Fisher Boyd & Huguenard, LLP.


HOUSTON REGIONAL: Seeks to Provide "Make-Good" Ads
--------------------------------------------------
David Barron, writing for The Houston Chronicle, reported that
Houston Regional Sports Network, L.P. d/b/a Comcast SportsNet
Houston, has asked Judge Marvin Isgur for permission to provide
advertisers with "make-good" ads.  Make-goods are awarded when a
network's Nielsen ratings fall short of levels guaranteed to
advertisers when they purchased ad time.

According to the report, CSN Houston's counsel say the network's
relationship with advertisers may "disintegrate" if it does not
provide make-good ads to 47 advertisers.  They estimated the value
of the network's advertising under-deliveries at $1.505 million.

According to the report, while detailed information about current
ad sales is not available, a proposed budget submitted to the
court after the Chapter 11 designation estimated CSN Houston's ad
revenue at about $180,000 per week.

The Houston Chronicle also reported that CSN Houston continues to
struggle financially, recording a net loss of $29 million since
the Sept. 27 filing of Comcast's motion to place the network under
Chapter 11 protection.  A report filed with the court lists
revenues for the period of Sept. 27 through Jan. 31 lists $15.5
million in revenue and operating expenses of $40.3 million.
Another report filed with the court regarding the network's
financial status as of Sept. 27, when the involuntary Chapter 11
petition was filed, listed assets totaling $17.08 million and
liabilities totaling $131.12 million.  Of the latter figure, $100
million was Comcast's $100 million secured loan for startup costs
and $27 million was in unpaid rights fees owed the Astros.  The
latest report, as of Jan. 31, lists assets at $30.2 million and
liabilities at $165.8 million, including the Rockets' unpaid
rights fees since the start of the NBA season.

               About Houston Regional Sports Network

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

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

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

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

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

Judge Marvin Isgur presides over the case.

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

Harry Perrin, Esq., represents Astros owner Jim Crane.  Alan
Gover, Esq., represents the Rockets.

The Astros are represented by Richard B. Drubel, Esq., Colleen A.
Harrison, Esq., and Jonathan R. Voegele, Esq., at Boies, Schiller
& Flexner LLP, in Hanover, NH; and Scott E. Gant, Esq., at Boies,
Schiller & Flexner in Washington, DC.  Comcast Corporation and
NBCUniversal Media, LLC, are represented by Vincent P. Slusher,
Esq., Eli Burriss, Esq., Andrew Mayo, Esq., and Andrew Zollinger,
Esq., at DLA Piper; Arthur J. Burke, Esq., Timothy Graulich, Esq.,
and Dana M. Seshens, Esq., at Davis Polk & Wardwell LLP; and
Howard M. Shapiro, Esq., and Craig Goldblatt, Esq., at Wilmer
Cutler Pickering Hale and Dorr LLP.  Attorney for McLane
Champions, LLC and R. Drayton McLane, Jr., are Wayne Fisher, Esq.,
at Fisher Boyd & Huguenard, LLP.


HOUSTON REGIONAL: Astros Request Oral Argument in Appeal
--------------------------------------------------------
Michael Bathon, substituting for Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reports that Major League Baseball's
Houston Astros want to make oral arguments before a judge decides
its appeal of a bankruptcy court's ruling allowing affiliates of
Comcast Corp. to involuntarily force a television joint venture
into bankruptcy.

The Astros and the National Basketball Association's Rockets,
which co-own the network with Comcast, requested a hearing the
week of March 24 to plead their case before U.S. District Judge
Lynn N. Hughes, the report said, citing court documents filed
March 12 in federal court in Houston.

The report related that U.S. Bankruptcy Judge Marvin Isgur last
month denied the Astros' bid to dismiss the bankruptcy, rejecting
its argument that the network's restructuring is futile. The
Rockets supported Comcast's efforts to put the network in
bankruptcy.

The Astros called the bankruptcy a power grab by Comcast that's
intended to strip the network of its value and buy it on the
cheap, the report further related, citing court filings. The
bankruptcy has prevented the Astros from ending the club's media
rights agreement, which the team says is unprofitable, in favor of
a new deal that it claims would better reflect market rates.

               About Houston Regional Sports Network

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

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

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

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

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

Judge Marvin Isgur presides over the case.

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

Harry Perrin, Esq., represents Astros owner Jim Crane.  Alan
Gover, Esq., represents the Rockets.

The Astros are represented by Richard B. Drubel, Esq., Colleen A.
Harrison, Esq., and Jonathan R. Voegele, Esq., at Boies, Schiller
& Flexner LLP, in Hanover, NH; and Scott E. Gant, Esq., at Boies,
Schiller & Flexner in Washington, DC.  Comcast Corporation and
NBCUniversal Media, LLC, are represented by Vincent P. Slusher,
Esq., Eli Burriss, Esq., Andrew Mayo, Esq., and Andrew Zollinger,
Esq., at DLA Piper; Arthur J. Burke, Esq., Timothy Graulich, Esq.,
and Dana M. Seshens, Esq., at Davis Polk & Wardwell LLP; and
Howard M. Shapiro, Esq., and Craig Goldblatt, Esq., at Wilmer
Cutler Pickering Hale and Dorr LLP.  Attorney for McLane
Champions, LLC and R. Drayton McLane, Jr., are Wayne Fisher, Esq.,
at Fisher Boyd & Huguenard, LLP.


INFOGROUP INC: Moody's Lowers CFR to 'B3'; Outlook Stable
---------------------------------------------------------
Moody's Investors Service downgraded Infogroup, Inc's corporate
family rating to B3 from B2, probability of default rating to
Caa1-PD from B3-PD, and the rating on the company's first lien
senior secured credit facilities, including term loan and
revolving credit facility, to B3 from B2. The rating outlook is
stable.

The rating downgrade reflects the company's weaker than expected
revenue and operating trends, which have led to credit metrics
that are more consistent with the B3 rating category. For most of
2013, Infogroup experienced revenue declines across all of its
business segments, with the exception of Yes Lifecycle, due to
customer attrition, lower recurring revenues from existing
clients, lower subscription volumes and some price competition in
a few product lines. These factors have resulted in reduced scale
and lower earnings generation.

The following rating actions were taken:

  Corporate family rating, downgraded to B3 from B2;

  Probability of default rating, downgraded to Caa1-PD from
  B3-PD;

  $45 million first lien senior secured revolving credit facility
  due 2016, downgraded to B3 (LGD3-32%) from B2 (LGD3, 32%);

  $260 million first lien senior secured term loan due 2018,
  downgraded to B3 (LGD3-32%) from B2 (LGD3, 32%);

The rating outlook is stable.

Ratings Rationale

Infogroup's B3 corporate family rating reflects its high financial
leverage of over 7.0x adjusted debt to EBITDA, significant
customer attrition and declining revenue and earnings trends.
These trends have contributed to diminished scale and weak credit
metrics. Additionally, the rating reflects the company's exposure
to cyclical trends in marketing expenditures, as well as the
rapidly evolving competitive landscape and increasing competition
from social media/internet. The rating also incorporates our view
that Infogroup's key credit metrics will remain weak in the
intermediate term amid a challenging operating and competitive
environment.

Notwithstanding the concerns, the rating is supported by the
recurring nature of subscription-based revenues, broad proprietary
database capabilities and implementation of real-time data
marketing solutions that are expected to drive new wins. Moody's
recognizes that the company's more recent business trends show
better comparisons and that new customer wins across various
business segments should begin contributing to stabilization of
operating performance.

Infogroup's liquidity is constrained by financial covenant
requirements, including a net leverage ratio test that steps down
and an interest coverage ratio that steps up, which will result in
limited compliance cushion going forward. Our expectation of
limited free cash flow generation also constrains liquidity.

The stable outlook reflects our view that the company's revenue
declines are narrowing and that operating trends should begin to
stabilize in the intermediate term.

The ratings could be considered for a downgrade should the
company's revenues and earnings fail to stabilize and continue to
decline on a year-over-year basis, causing adjusted debt to EBITDA
to remain above 6.0x for an extended period of time, or if the
liquidity profile weakens substantially.

Given currently weak operating trends, upward rating pressure is
not expected in the intermediate term. Over a longer time horizon,
if the company grows its revenues and expands scale, reduces debt
to EBITDA below 5.0x through a combination of earnings growth and
debt repayments, ratings could be considered for an upgrade.

Infogroup Inc., headquartered in Omaha, Nebraska, is a provider of
proprietary business and consumer data, data processing and multi-
channel marketing services. The company's products and services
are used by clients for identifying prospective customers,
initiating direct mail and e-mail campaigns to prospective and
existing customers, analyzing and assessing market potential, and
surveying competitive markets in order to increase sales and
customer loyalty. Infogroup is privately owned by CCMP Capital
Advisors, LLC and its affiliates.

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.


INNER HARBOR WEST II: Tiderock Files Involuntary Chapter 7
----------------------------------------------------------
Natalie Sherman, writing for The Baltimore Sun, reported that
Tiderock Capital LLC on Friday filed an involuntary Chapter 7
bankruptcy petition against Inner Harbor West II LLC, alleging it
is owed more than $2 million for an unsecured loan.

Inner Harbor West II owns part of the Westport waterfront project
by developer Patrick Turner.  The report says the bankruptcy
filing blocked a scheduled foreclosure auction at the last minute.

The report relates Citigroup Global Markets Realty Corp. moved
against Inner Harbor West II in January, seeking to foreclose on
about 25 acres.  An auction was scheduled for 11 a.m. March 21.

According to the report, Mr. Turner's Westport land was used to
secure a $30 million loan to his development team in 2007 from
Citigroup.  The loan came due in 2010.  The report said the
bankruptcy filing allows Mr. Turner to find an investor for the
project, and provides breathing room as Mr. Turner attempts to
wring a deal out of Citigroup that will allow him to see through
his $1.4 billion vision, which called for thousands of homes, two
hotels, a skyscraper and a park.

The report also said Stein Investment Group, an Atlanta-based
private equity firm, said it is working with Mr. Turner to try to
buy the loan's promissory note from Citigroup and hopes to back
the project as it moves forward.

The other Turner entity that owns the properties, Inner Harbor
West LLC, was placed in involuntary Chapter 7 bankruptcy last year
by two creditors just before a scheduled foreclosure auction of
the entire property.  That case has been converted to Chapter 11
reorganization and on March 18, Judge Robert Gordon denied Mr.
Turner's team an extension to file a bankruptcy exit plan, saying
he did not see evidence of a possible route out of bankruptcy.

Inner Harbor West LLC became the subject of a Chapter 7
involuntary bankruptcy petition filed by two creditors: C. Frye
Associates, LLC, and Dixie Construction.  The involuntary
Chapter 7 bankruptcy case, filed on Feb. 8, 2013, is Bankr. D. Md.
Case No. 13-12198.  Jeffrey M. Sirody, Esq., represents Inner
Harbor West in the bankruptcy case.  The petitioning creditors are
represented by Marc A. Ominsky, Esq., at The SOS Law Group, in
Columbia, Maryland.  Judge Robert A. Gordon converted the case to
Chapter 11 in March 2013.


INSTITUTO MEDICO: Says US Trustee Fees for 2013 4th Qtr Was Paid
----------------------------------------------------------------
Instituto Medico Del Norte, Inc., objects to the U.S. Trustee's
move for the dismissal of its Chapter 11 case for alleged failure
to pay $12,765 in U.S. Trustee fees for the fourth quarter of
2013.

The Debtor insists that it has paid the U.S. Trustee fees.

The Debtor says that although there is a slight discrepancy
between the amounted stated in the Motion to Dismiss and the
payments made, it has made payments in accordance with the
invoices it has received.

The Debtor narrates that in January 2014, it received an
invoice from the UST for $325 for the fees related to the fourth
quarter of 2013.  The Debtor paid the said invoice on January 15,
2014 with check No. 432.  By February, the Debtor received a
second invoice, titled "Notice of Delinquency" in which the fees
were "adjusted to fees charged from previous statement" to the
amount of $10,075.  The Debtor sent payment of the $10,075 to the
office of the U.S. Trustee in Atlanta, GA on February 19, 2014
with check No. 1141.  There was a discrepancy from the amount
claimed by the UST in its Motion to Dismiss and the invoices
received by the Debtor. To those effects, the Debtor contacted the
office of the UST and received a statement of account on February
26, 2014. A payment for the remaining $2,600, Check No. 1312,
was mailed on February 26, 2014 to the office of the UST in
Atlanta, GA, the Debtor relates.

                     About Instituto Medico

Instituto Medico del Norte, Inc., aka Centro Medico Wilma N.
Vazquez, aka Hospital Wilma N. Vazquez Skill Nursing Facility of
Centro Medico Wilma N. Vazquez, sought protection under Chapter 11
of the Bankruptcy Code on Oct. 30, 2013 (Bankr. D.P.R. Case No.
13-08961). The case is assigned to Judge Mildred Caban Flores.

The Debtor scheduled $20,843,692 in total assets and $20,107,642
in total liabilities.  The Debtor, however, said its real property
has a book value of $16,000,000 and personal property is worth
$6,105,979.

The Debtor is represented by Fausto David Godreau Zayas, Esq., and
Rafael A. Gonzalez Valiente, Esq., at Latimer Biaggi Rachid &
Godreau, in San Juan, Puerto Rico.  Luis B. Gonzalez & Co. CPA's
P.S.C. serves as accountant.

The U.S. Trustee for the District of Puerto Rico in December
appointed Dr. Carlos Mellado (b/t Lcda Dinorah Collazo Ortiz) as
patient care ombudsman.


INTERFAITH HOSPITAL: Files Ch. 11 Plan & Disclosure Statement
-------------------------------------------------------------
Interfaith Medical Center, Inc., filed with the U.S. Bankruptcy
Court for the Eastern District of New York a plan of
reorganization under which the New York State Department of Health
has committed to fund the operations of IMC's hospitals and
clinics from the present until approximately March 2015, subject
to the proviso that during that time period hospital and clinic
operations might be modified and the clinics might be transferred.

The operational and restructuring goals will be to preserve the
delivery of critical healthcare services in IMC's community while
complying with applicable restrictions on funding.  Decisions in
that regard will be made by IMC's new chief restructuring officer,
Melanie Cyganowski, who will become IMC's Temporary Operator on
the Effective Date, in consultation with IMC's new CEO, DOH, and
the Dormintory Authority of the State of New York.

Under the Plan, holders of Class 1 (Allowed Priority Claims),
Class 2 (Allowed Priority Tax Claims) and Class 3 (Allowed Other
Secured Claims) will will be paid in full in Cash.  Class 4 (DASNY
Claims) will be satisfied in full by the conveyance, free and
clear of all liens, of the assets of the Debtor to DASNY and the
releases of claims.  Class 5 (East Building Claims, 1545 Atlantic
Development LLC Claim) will receive: (a) the [$4,026,006.28] paid
by the Debtor to 1545 Atlantic prepetition; (b) the $300,000 paid
by the Debtor to 1545 Atlantic for the postpetition period through
March 31, 2014; (c) [$25,000 per month from Debtor and, after the
Effective Date, DASNY's designee for the period April 1, 2014
through [__]]; and (d) an Allowed General Unsecured Claim in Class
6 of [$2,000,000].

Each holder of a Class 6 (Allowed General Unsecured) Claim will
receive rights to a pro rata distribution from the Liquidating
Trust.  Holders of Existing Equity Interests will not receive or
retain any distribution under the Plan.

The Debtors ask the Court to approve the proposed Disclosure
Statement in a hearing scheduled for April 9, 2014, at 10:00 a.m.
(Eastern Time).  Objections to the Disclosure Statement must be
submitted on or before April 1.

The Debtors also ask the Court to establish the following dates:

   April 1, 2014    -- Voting Record Date

   May 12, 2014     -- Confirmation Hearing

   May 5, 2014      -- Confirmation Objection Deadline

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that IMC, prior to filing the Plan, said there was an
agreement in principle with the DASNY that should make
reorganization feasible.  If implemented, the arrangement will
give the hospital "substantial funding" to pay costs of the
bankruptcy and allow continued operations "for an extended
period," Mr. Rochelle related.

A full-text copy of the Chapter 11 Plan dated March 21, 2014, is
available for free at http://is.gd/XJgaQqand the Disclosure
Statement explaining the Plan at http://is.gd/oKqQLT

                  About Interfaith Medical Center

Headquartered in Brooklyn, New York, Interfaith Medical Center,
Inc., operates a 287-bed hospital on Atlantic Avenue in Bedford-
Stuyvesant and an ambulatory care network of eight clinics in
central Brooklyn, in Crown Heights and Bedford-Stuyvesant.

The Company filed for Chapter 11 protection (Bankr. E.D. N.Y.
Case No. 12-48226) on Dec. 2, 2012.  The Debtor disclosed
$111,872,972 in assets and $193,540,998 in liabilities as of the
Chapter 11 filing.  Liabilities include $117.9 million owing to
the New York State Dormitory Authority on bonds secured by the
assets.

Alan J. Lipkin, Esq., at Willkie Farr & Gallagher LLP, serves as
bankruptcy counsel to the Debtor.  Nixon Peabody LLP is the
special corporate and healthcare counsel.  CohnReznick LLP serves
as financial advisor.  Donlin, Recano & Company, Inc. serves as
administrative agent.

The Official Committee of Unsecured Creditors tapped Alston & Bird
LLP as its counsel, and CBIZ Accounting, Tax & Advisory of New
York, LLC as its financial advisor.

Eric M. Huebscher, the patient care ombudsman, tapped the law firm
of DiConza Traurig LLP, as his counsel.


ITT EDUCATIONAL: Delays Filing of 2013 Annual Report
----------------------------------------------------
ITT Educational Services on March 21 disclosed that it did not
file its Annual Report on Form 10-K for the fiscal year ended
December 31, 2013 on or before the extended due date of March 18,
2014.  The company has received a notice from the New York Stock
Exchange that the company is subject to the NYSE's procedures
under its timely filing criteria as a result of the company's
failure to file the 2013 Form 10-K by March 18, 2014.  The
issuance of such a notice is considered routine practice in
situations where there are late filings with the Securities and
Exchange Commission.  Under NYSE rules, the company has six months
from March 18, 2014 to file the 2013 Form 10-K.  Until the company
files the 2013 Form 10-K, its common stock will remain listed on
the NYSE under the symbol "ESI," but will be assigned a "LF"
indicator to signify late filing status.  The company can regain
compliance with the NYSE listing standards during the six-month
period once it files the 2013 Form 10-K with the SEC.

As previously disclosed, although the company's management has
been working diligently to complete all of the required analyses
and reviews, issues relating to the accounting treatment for the
variable interest entity involved in the PEAKS Private Student
Loan Program have caused the delays associated with completing the
company's financial statements, footnotes and related disclosures
for the 2013 Form 10-K.  The company submitted a preclearance
request to the Office of the Chief Accountant of the SEC on
March 18, 2014 relative to the accounting treatment for the
variable interest entity involved in the PEAKS Program, and the
company is also continuing to work to complete other items
necessary to finalize the company's financial statements,
footnotes and related disclosures.

The company is working diligently to complete the 2013 Form 10-K
and file it as soon as practicable.  Due to the uncertainty with
respect to the timing of the completion of the necessary reviews
and analyses, however, there can be no assurance that the company
will be able to file the 2013 Form 10-K within the NYSE's six-
month cure period.  In the event the company fails to file its
2013 Form 10-K by the expiration of the six-month cure period, the
NYSE may commence proceedings to delist the company's common
stock, unless the NYSE grants, in its sole discretion, a further
extension of up to six months.  There can be no assurance that the
NYSE would grant a further extension to the company.

The company also disclosed that it has entered into a letter
agreement that resolves differing interpretations of the
permissibility of the payments that the company previously made on
behalf of certain student borrowers under the PEAKS Program to
help those borrowers avoid defaulting on their PEAKS Program
private education loans, which defaults would have triggered
contractually required payments by the company under its guarantee
agreement related to the PEAKS Program.  Pursuant to the letter
agreement, any breach or event of default under the Guarantee
Agreement that may have arisen or resulted from the company making
Payments on Behalf of Borrowers has been waived, and no actions or
other remedies will be sought against the company related to the
Payments on Behalf of Borrowers.  In the letter agreement, the
company has agreed not to make any further payments on behalf of
any borrower.  In connection with the letter agreement, the
company made a payment of $40.0 million to the trust under the
PEAKS Program, which payment is considered a payment under the
Guarantee Agreement and will be applied principally to make a
mandatory prepayment of the senior debt issued by the PEAKS
Program trust.

The $40.0 million paid by the company will be recorded as a
guarantee payment under the PEAKS Program in the fiscal quarter
ending March 31, 2014.  In addition, the company has revised its
projected 2014 private loan program-related payments from the
previously-disclosed estimated range of between $30 million and
$50 million to a revised estimated range of between $100 million
and $120 million, which includes the $40.0 million payment.  None
of the company's previously-disclosed other internal goals for the
fiscal year ending December 31, 2014 are being revised at this
time.  The company emphasizes, however, that the projection of its
2014 private loan program-related payments and its other internal
goals for 2014 are only estimates and may differ materially as a
result of future events and the finalization of the company's
financial statements, as discussed above.

Headquartered in Carmel, Indiana, ITT Educational Services, Inc.
-- http://www.ittesi.com-- is a provider of technology-oriented
postsecondary degree programs.


J.C. PENNEY: CEO to Get Base Salary of $1.5 Million
---------------------------------------------------
Michael Calia, writing for The Wall Street Journal, reported that
J.C. Penney Co. Chief Executive Myron E. Ullman will get a sizable
bump in pay this year, the struggling department store chain said
in a filing on March 24.

Mr. Ullman is due to receive a base salary of $1.5 million in
2014, while last year he made more than $810,000. He also received
nearly $1.6 million in other compensation last year -- more than
$913,000 of it coming from personal use of the corporate aircraft,
the report said, citing a filing earlier this year.

This year, Mr. Ullman is set to get $5.5 million in equity awards,
and he will be eligible to receive $3 million in bonuses, the
report related.

Mr. Ullman, who had previously served as Penney's CEO from 2004 to
2011, returned to the role in April after the company let go
former Apple Inc. executive Ron Johnson, whose strategy for
reinventing the retailer was widely perceived as a failure, the
report further related.  Mr. Johnson received $1.5 million in base
salary -- and nearly $1.9 million in total compensation -- for
2012.

Since Mr. Ullman's return, the company has reported slightly
improved sales and an improved cash position, the report noted.
Last month, the company said it swung to a profit while margins
improved in its fiscal fourth quarter, which included the holiday
shopping season, although net sales fell.

                         About J.C. Penney

J.C. Penney Company, Inc. is one of the U.S.'s largest department
store operators with about 1,100 locations in the United States
and Puerto Rico.

                           *     *     *

The Troubled Company Reporter, on March 5, 2014, reported that
Standard & Poor's Ratings Services revised its outlook on J.C.
Penney Co. Inc. to stable from negative.  At the same time, S&P
affirmed all other ratings, including the 'CCC+' corporate credit
rating, on the company.

As reported in the Troubled Company Reporter on Oct. 4, 2013,
Fitch Ratings has downgraded the Issuer Default Ratings (IDRs) on
J.C. Penney Co., Inc. and J.C. Penney Corporation, Inc. to 'CCC'
from 'B-'.


JACK TSAI: Yang's Claim Pegged at $0 for Voting Purposes
--------------------------------------------------------
Bankruptcy Judge Peter H. Carroll granted, in part, and denied, in
part, Jack Tsai's request for an order estimating the unliquidated
and disputed claims of Mei Yun Yang pursuant to Sec. 502(c) of the
Bankruptcy Code.  The court said it will estimate each of Yang's
proofs of claim, Claim # 7-1 and Claim # 8-1, at zero solely for
purposes of voting and adjudicating confirmation issues.
Estimation of Yang's claims is necessary to avoid undue delay in
determining confirmation of Tsai's plan of reorganization.  The
court declines Tsai's request that Claim # 7-1 and Claim # 8-1 be
estimated for purposes of final allowance and distribution under
the plan.  The claims will be liquidated in state court.

Jack Tsai filed a Chapter 11 petition (Bankr. C.D. Cal. Case No.
13-27391) on July 5, 2013.  Tsai worked for J.T. Thompson USA, a
real estate development company founded in 1999, by his father,
Chin Ming Tsai.  Tsai was not a director or shareholder of JTT,
and was not an officer of the corporation until the end of 2009.

JTT filed a voluntary chapter 7 petition in Case No. 2:12-bk-
26473-PC, In re J.T. Thompson, Debtor, in the United States
Bankruptcy Court, Central District of California, Los Angeles
Division, on May 9, 2012.  At that time, Tsai was a secretary of
the corporation.

When Tsai filed his personal bankruptcy, Tsai was a defendant in
Case No. GC 049025, styled Yang v. J.T. Thompson USA, et al.,
pending in the Superior Court of California, County of Los
Angeles, in which Yang was seeking, in pertinent part, a judgment
against JTT and its officers, including Tsai, for damages on 24
separate causes of action, including alleged breach of contract,
breach of fiduciary duty, constructive fraud, inducing breach of
contract, conversion, fraudulent transfer of real and personal
property, civil conspiracy, aiding and abetting breach of
contract, fraud, negligent management, negligent
misrepresentation, and unfair business practice.

On Aug. 30, 2013, Yang filed these proofs of claim in Tsai's case:

     1. Proof of Claim # 7-1 filed by Yang in her individual
        capacity in the amount of $390,289.54 for alleged breach
        of contract, fraud, and conversion.

     2. Proof of Claim # 8-1 filed by Yang, as successor-in-
        interest to the bankruptcy estate of J.T. Thompson USA,
        in the amount of $795,100.00 for alleged fraud,
        conversion, embezzlement, and breach of fiduciary duty.

A copy of the Court's March 19, 2014 Memorandum Decision is
available at http://is.gd/at3oPAfrom Leagle.com.


JEH COMPANY: United Country Cain Agency Okayed as Broker
--------------------------------------------------------
The Hon. Russell F. Nelms of the U.S. Bankruptcy Court for the
Northern District of Texas authorized JEH Company, et al., to
employ United Country Cain Agency, Inc. as licensed real estate
broker.

As reported in the Troubled Company Reporter on March 4, 2014,
to advance the bankruptcy proceeding, the Debtor has engaged the
services of United Country Cain Agency as real estate broker to
sell the unimproved property described as CR 4583 Winnsboro, Texas
75494, listed for a price of $38,159.00, being further listed as
ABS 0506; Reed A; tract 5; Wood County; acres 18.171.

The Debtor has employed United Country Cain to provide real estate
advisory and broker services to facilitate the sale of the
property.  The terms of the agreement are described in a Farm and
Ranch Real Estate Listing Agreement Exclusive Right to Sell.

Subject to court approval, United Country Cain Agency will charge
the Debtor for its services based on the Agreement, including a 6%
commission on the sale price, which may be shared with a
purchasing broker.  United Country Cain Agency may have performed
real estate services for entities affiliated with the Debtor.

Sue Ragsdale, realtor's associate for United Country Cain, 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.

United Country Cain can be reached at:

       Sue Ragsdale
       UNITED COUNTRY CAIN AGENCY, INC.
       506 South Main
       Winnsboro, TX 75494
       Tel: (903) 342-9987
       Fax: (903) 342-3415

                        About JEH Company

JEH Company, JEH Stallion Station, Inc., and JEH Leasing Company,
Inc. filed bare-bones Chapter 11 petitions (Bankr. N.D. Tex. Case
Nos. 13-42397 to 13-42399) in Ft. Worth, Texas on May 22, 2013.
Mark Joseph Petrocchi, Esq., at Griffith, Jay & Michel, LLP, in
Ft. Worth, serves as counsel to the Debtors.

JEH Company was organized in 1982 by Jim and Marilyn Helzer.
According to http://www.jehroofingcompany.com/,JEHCO buys roofing
material directly from the manufacturer and sell it to
contractors, builders, and homeowners.  JEH Leasing owns and
leases equipment and vehicles primarily for use in the business of
JEHCO.  Stallion is in the quarter horse and thoroughbred horse
business.

In its schedules, JEH Company disclosed $13,606,753 and
$18,351,290 in liabilities as of the Petition Date.

JEH Stallion Station, Inc., disclosed $364,007 in assets and
$3,982,012 in liabilities as of the Petition Date.

JEH Leasing Company, Inc., disclosed $1,242,187 in assets and
$155,216 in liabilities as of the Petition Date.


JEH COMPANY: Can Hires Arnold & Arnold as Special Counsel
---------------------------------------------------------
The Hon. Russell F. Nelms of the U.S. Bankruptcy Court for the
Northern District of Texas authorized JEH Company, et al., to
employ Arnold & Arnold, LLP as special counsel.

As reported in the Troubled Company Reporter on Feb. 26, 2014, the
Debtors want to employ Arnold & Arnold to represent the Debtors as
Special Counsel (Ordinary Collection Colorado-Jean Arnold).
Arnold & Arnold, LLP and Jean Arnold will assist in collections of
accounts receivable that are delinquent.  Ms. Jean Arnold's area
of focus will be primarily accounts that were generated in
Colorado, but she will not be limited to those accounts and the
scope of her employment may include other non-bankruptcy ordinary
services related to doing business in the state of Colorado, local
taxes, and collections.

Arnold & Arnold will be paid at these hourly rates:

       Jean C. Arnold                       $290
       Richard M. Arnold                    $275
       Terry Ehrlich                        $275
       Scott H. Havn                        $250
       Kelley G. Shirk                      $200
       Paralegals                           $120
       Legal Assistant                      $75
       Office Clerk                         $35
       Contract Attorney-project specific   $150

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

Jean Arnold 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.

Arnold & Arnold can be reached at:

       Jean C. Arnold, Esq.
       ARNOLD & ARNOLD, LLP
       7691 Shaffer Parkway, Suite A
       Littleton, CO 80127
       Tel: (720) 962-6010
       Fax: (720) 962-6011
       E-mail: jeanarnold@arnoldarnold.com

                        About JEH Company

JEH Company, JEH Stallion Station, Inc., and JEH Leasing Company,
Inc. filed bare-bones Chapter 11 petitions (Bankr. N.D. Tex. Case
Nos. 13-42397 to 13-42399) in Ft. Worth, Texas on May 22, 2013.
Mark Joseph Petrocchi, Esq., at Griffith, Jay & Michel, LLP, in
Ft. Worth, serves as counsel to the Debtors.

JEH Company was organized in 1982 by Jim and Marilyn Helzer.
According to http://www.jehroofingcompany.com/,JEHCO buys roofing
material directly from the manufacturer and sell it to
contractors, builders, and homeowners.  JEH Leasing owns and
leases equipment and vehicles primarily for use in the business of
JEHCO.  Stallion is in the quarter horse and thoroughbred horse
business.

In its schedules, JEH Company disclosed $13,606,753 and
$18,351,290 in liabilities as of the Petition Date.

JEH Stallion Station, Inc., disclosed $364,007 in assets and
$3,982,012 in liabilities as of the Petition Date.

JEH Leasing Company, Inc., disclosed $1,242,187 in assets and
$155,216 in liabilities as of the Petition Date.


KEYWELL LLC: Court Okays Conway MacKenzie's Stallkamp as CRO
------------------------------------------------------------
SGK Ventures, LLC, fka Keywell LLC, sought and obtained permission
from the Hon. Eugene Wedoff of the U.S. Bankruptcy Court for the
Northern District of Illinois to employ Conway MacKenzie
Management Services, LLC to provide Timothy B. Stallkamp as chief
restructuring officer ("CRO"), effective retroactive to March 3,
2014.

Conway MacKenzie will also provide temporary personnel to assist
Mr. Stallkamp in the execution of his duties.

Among other things, the CRO and the temporary personnel will
perform these services:

   (a) assist in the development of a Plan of Liquidation or
       similar method of formally winding down the estate of the
       Debtor;

   (b) evaluate the short-term cash flows and disbursement
       requirements of the Debtor;

   (c) lead treasury management functions including control over
       all disbursements of monies, assets or other value;

   (d) lead all accounting management functions, including
       overseeing the books and records of the Debtor;

   (e) assist in the claims management and reconciliation process;
       and

   (f) perform other services as requested or directed by the
       board or other personnel authorized by the board, and
       agreed to by Conway MacKenzie that is not duplicative of
       work others are performing for the Debtor.

Conway MacKenzie will be paid at these hourly rates:

       Timothy B. Stallkamp                        $495
       Managing and Senior Managing Directors   $455-$835
       Senior Associates and Directors          $235-$495

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

Mr. Stallkamp 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.

Conway MacKenzie can be reached at:

       Timothy B. Stallkamp
       CONWAY MACKENZIE MANAGEMENT SERVICES, LLC
       77 West Wacker Drive, Suite 4000
       Chicago, IL 60601
       Tel: (312) 220-0100
       Fax: (312) 220-0101

                        About Keywell L.L.C.

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

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

Judge Eugene R. Wedoff presides over the case.

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

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

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

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

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


KONTRABECKI GROUP: 9th Cir. Affirms Order Denying Bid to Seal
-------------------------------------------------------------
ARON M. OLINER, as Chapter 11 Trustee of the Kontrabecki Group LP;
LEHMAN BROTHERS HOLDINGS, INC., Plaintiffs-Appellees, v. JOHN
KONTRABECKI, Defendant-Appellant, No. 12-15107 (9th Cir.), relates
to a sealed record request arising from a bankruptcy proceeding
that ultimately settled.  Pursuant to the settlement agreement,
the parties agreed to seek permission to file under seal all
documents relating to the bankruptcy proceedings and all related
district court and court of appeals proceedings.  The parties
represent that the bankruptcy proceedings have been sealed.

John Kontrabecki brings the unopposed appeal from the district
court's order denying the parties' joint request to seal the
entire record of proceedings before the district court.
Specifically, the parties seek to seal the record of proceedings
on an interlocutory appeal taken from the bankruptcy court, which
the district court dismissed for lack of jurisdiction.

In a March 20, 2014 decision available at http://is.gd/cm030rfrom
Leagle.com, a three-judge panel of the United States Court of
Appeals, Ninth Circuit, in San Francisco, California, noted that
the only reasons provided for sealing the records -- to avoid
embarrassment or annoyance to Kontrabecki and to prevent an undue
burden on his professional endeavors -- are not "compelling,"
particularly because the proceedings had been a matter of public
record since at least 2004.  Kontrabecki argues for the first time
on appeal that the integrity of judicial proceedings is a
compelling reason to seal the record because the parties would not
have entered into the settlement agreement had they known that the
record of the district court proceedings would not be sealed.
However, the express terms of the settlement agreement, which are
well known to the parties, belie this assertion, the Ninth Circuit
said.  The panel held that Kontrabecki has not pointed to any
compelling reasons that overcome the strong presumption in favor
of maintaining public access to court records.  The district court
did not abuse its discretion in denying the request to seal.

The three-judge panel consists of Circuit Judges J. Clifford
Wallace, M. Margaret McKeown, and Ronald M. Gould.  Circuit Judge
McKeown penned the opinion.

Robert R. Moore, Esq., and Michael J. Betz, Esq. --
rmoore@allenmatkins.com and mbetz@allenmatkins.com -- at Allen
Matkins Leck Gamble & Mallory LLP, San Francisco, California,
argued for the Defendant-Appellant.

Peter J. Benvenutti, Esq. -- pbenvenutti@jonesday.com -- at Jones
Day, San Francisco, California, argued for the Plaintiff-Appellee.


LAREDO HOUSING: S&P Lowers Rating on 1994 Revenue Bonds to 'B'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating to
'B' from 'BB' on Laredo Housing Finance Corp., Texas' series 1994
single-family mortgage revenue bonds.  The bonds are secured by
Ginnie Mae mortgage-backed securities and Fannie Mae passthrough
certificates.  The outlook is stable.

"The downgrade reflects our view of the issue's continued
inability to pay full and timely debt service on the bonds through
maturity or in the event of an earlier call," said Standard &
Poor's credit analyst Adam Cray.

The stable outlook reflects S&P's view that, given the rate of
decline in parity, further negative rating actions will likely not
be required during the two-year outlook period.  However, because
S&P considers an increase in parity to a level sufficient to
support full and timely debt service payments as highly unlikely,
further incremental downgrades over the longer term will likely
become necessary as parity declines further and/or default becomes
more imminent.


LEE ENTERPRISES: S&P Assigns 'B-' CCR & Rates $400MM Notes 'B-'
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned Davenport, Iowa-based
publisher Lee Enterprises Inc. its 'B-' corporate credit rating.
The rating outlook is stable.

At the same time, S&P assigned the company's $400 million first-
lien notes due 2022 and $250 million first-lien term loan due 2019
a 'B-' issue-level rating, with a recovery rating of '4',
indicating S&P's expectation for average (30%-50%) recovery for
lenders in the event of a payment default.

In addition, S&P assigned the company's revolving credit facility
due 2018 a 'B+' rating, with a recovery rating of '1', indicating
its expectation for very high (90% to 100%) recovery for lenders
in the event of a payment default.

The company will use proceeds from the transaction to help
refinance its existing unrated debt.

The 'B-' corporate credit rating on Lee Enterprises reflects S&P's
assessment of the business risk profile as "vulnerable" and its
financial risk profile as "highly leveraged."

The company's business risk profile reflects S&P's view that the
newspaper industry is in long-term secular decline related to the
migration of advertising and readership online.  Ad revenues
represent 68% of Lee's total revenue.  S&P expects that the
company's advertising revenues will continue to decline, though at
a slightly slower pace than most of its newspaper peers, because
of its small market focus.  S&P expects ongoing declines in the
key classified revenue categories (employment, automotive, and
real estate) as advertising spending shifts to specialized online
sites.

The company's 50 daily newspapers serving smaller Midwestern,
Western, and Southwestern markets generally face limited direct
competition from other newspapers.  St. Louis is the company's
largest revenue-generating market and its only major metropolitan
newspaper, accounting for less than 25% of revenues, according to
S&P's estimate.  S&P believes that Lee's newspaper there generates
a lower margin because of strong competition from other media
outlets and higher operating costs.  S&P expects that the
company's small base of digital revenues, which accounts for 11%
of the total, is unlikely to grow sufficiently to offset declining
print advertising declines over the intermediate term.

S&P expects minimal growth in circulation revenues, which
represent roughly 26% of the total, with subscription price
increases needed to offset the decline in circulation volume.  The
company plans to introduce digital subscriptions in many of its
markets over the next six months, which is later than most of its
major peers.  S&P believes this initiative will not be a
significant source of new revenues because of the proliferation of
free content on the Internet, the lower market visibility of its
small market papers, and smaller digital revenue opportunity.  S&P
assess the company's management and governance as "fair."

S&P views the company's financial risk profile as "highly
leveraged," reflecting its view that the debt-to-EBITDA ratio will
remain above 5x, which characterizes a "highly leveraged"
financial risk profile, based on S&P's criteria.  S&P believes the
possibility of declining operating performance could result in
leverage remaining above 5x over the intermediate term, despite
the company's intention to devote the majority of discretionary
cash flow to reduce debt.


LEE ENTERPRISES: Unveils Pricing of $400MM Senior Secured Notes
---------------------------------------------------------------
Lee Enterprises, Incorporated on March 21 disclosed that it has
priced its offering of $400 million of Senior Secured Notes due
2022.  The notes will pay interest in cash semiannually on March
15 and September 15 of each year, beginning September 15, 2014, at
a rate of 9.5% per annum.  The notes will mature on March 15, 2022
and will be issued at a price equal to 100.0% of the aggregate
principal amount thereof.

The notes are being offered and sold to qualified institutional
buyers pursuant to Rule 144A under the Securities Act of 1933, as
amended, and to non-U.S. persons outside the United States in
reliance on Regulation S under the Securities Act.  The notes will
be guaranteed on a senior secured basis by certain of Lee's
subsidiaries and secured by the property and assets of Lee and
such subsidiaries.

The offering is expected to close on March 31, 2014, subject to
satisfaction of customary closing conditions.

Lee intends to use the net proceeds from the offering, together
with borrowings under a $250 million, five-year, first lien term
loan facility and a $150 million second lien term loan, as well as
cash on hand, to repay in full all amounts outstanding under, and
terminate, its existing first and second lien credit facilities,
and for the payment of fees and expenses related to the new
facilities.  Concurrently with the issuance of the notes, the
Company will also enter into a new $40 million first lien
revolving facility that is expected to be undrawn at closing.

The first lien term loan will have original issue discount of
2.0%, will bear interest at LIBOR plus 6.25% per annum, with a
LIBOR floor of 1.0%, and will be payable quarterly, beginning in
June 2014.  Quarterly principal payments of $6.25 million will be
required, with other payments made either voluntarily or based on
excess cash flow or proceeds from asset sales.

Lee previously announced a commitment by a group of lenders to
finance up to $200 million of 12.0% second lien debt with a
maturity in December 2022.  The size of that facility will be
reduced to $150 million as a result of an increase in the size of
the new first lien term loan facility.  Under the second lien loan
agreement, each lender will receive, at closing, its pro rata
share of warrants to purchase, in cash, an initial aggregate of
6,000,000 shares of the Company's Common Stock, $0.01 par value,
subject to adjustment, which represent, when fully exercised,
approximately 10.1% of shares outstanding on a fully diluted
basis.  The exercise price of the warrants will be the lower of
(1) $4.19 or (2) the volume-weighted average trading price of the
Company's Common Stock for the ten days prior to closing.

                       About Lee Enterprises

Lee Enterprises, Incorporated, headquartered in Davenport, Iowa,
publishes the St. Louis Post Dispatch and the Arizona Daily Star
along with more than 40 other daily newspapers and about 300
weekly newspapers and specialty publications in 23 states.
Revenue for the 12 months ended December 2010 was $780 million.
The Company has 6,200 employees, with 4,650 working full-time.

Lee Enterprises and certain of its affiliates filed for Chapter 11
(Bankr. D. Del. Lead Case No. 11-13918) on Dec. 12, 2011, with a
prepackaged plan of reorganization.  The Debtor selected Sidley
Austin LLP as its general reorganization and bankruptcy counsel,
and Young Conaway Stargatt & Taylor LLP as co-counsel; The
Blackstone Group as Financial and Asset Management Consultant; and
The Debtor disclosed total assets of $1.15 billion and total
liabilities of $1.25 billion at Sept. 25, 2011.

Deutsche Bank Trust Company Americas, as DIP Agent and Prepetition
Agent, is represented in the Debtors' cases by Sandeep "Sandy"
Qusba, Esq., and Terry Sanders, Esq., at Simpson Thacher &
Bartlett LLP.

Certain Holders of Prepetition Credit Agreement Claims, Goldman
Sachs Lending Partners LLC, Mutual Quest Fund, Monarch Master
Funding Ltd, Mudrick Distressed Opportunity Fund Global, LP and
Blackwell Partners, LLC have committed to acquire up to a maximum
amount of $166.25 million of loans under a New Second Lien Term
Loan Facility pursuant to the Reorganization Plan.  This
commitment also includes the potential payment of up to $10
million as backstop cash to Reorganized Lee Enterprises to acquire
the loans.  The Initial Backstop Lenders are represented by
Matthew S. Barr, Esq., and Brian Kinney, Esq., at Milbank, Tweed,
Hadley & McCloy LLP.

On Jan. 23, 2012, Lee Enterprises, et al., won confirmation of a
second version of their prepackaged Chapter 11 reorganization
plan.  Lee Enterprises declared the prepackaged plan effective on
Jan. 30.


LGI ENERGY: 8th Cir. Reduces SCE's Preference Liability
-------------------------------------------------------
Prior to bankruptcy, Chapter 7 debtors LGI Energy Solutions, Inc.,
and LGI Data Solutions Company, LLC, performed bill payment
services for its clients, large utility customers such as the
restaurant chains operated by Buffets, Inc., and Wendy's
International, Inc.  During the 90 days prior to bankruptcy, LGI
made transfers totaling $75,053.85 to San Diego Gas & Electric
Company -- SDGE -- and transfers totaling $183,512.74 to Southern
California Edison Company -- SCE -- to pay outstanding invoices
for utility services provided to Buffets and Wendy's restaurants.

John Stoebner, the Chapter 7 trustee for the LGI entities, sued to
recover these payments as avoidable preferences under Sec. 547(b)
of the Bankruptcy Code.  SDGE and SCE asserted the subsequent new
value exception to preference liability found in Sec. 547(c)(4).

In separate decisions, the bankruptcy court upheld the exceptions
in part, allowing each utility to offset payments received by LGI
from the utility customers, Buffets and Wendy's, for utility
services provided after a preference payment.  Consolidating the
cases and reversing the bankruptcy court in part, the Eighth
Circuit Bankruptcy Appellate Panel allowed each utility a larger
offset for all payments by Buffets and Wendy's made after a
preference payment, including payments for utility services
performed before the preference payment.  Applying this standard,
the BAP reduced SDGE's preference liability from $31,242.63 to
zero and SCE's preference liability from $131,267.63 to
$25,625.75.  Mr. Stoebner appeals, raising a Sec. 547(c)(4) issue
of first impression.  SCE cross-appeals, arguing the BAP made a
clerical error in calculating SCE's preference liability, an
argument the trustee does not contest.

A three-judge panel of the United States Court of Appeals, Eighth
Circuit, affirmed the BAP's decision but reduced SCE's preference
liability in the amount its cross appeal requested.

Circuit Judge James B. Loken, who wrote the opinion, said, "We
conclude that the BAP resolved an issue not clearly addressed by
the text of [Sec] 547(b) and (c) in a manner that is consistent
with the statute's purposes.  Our decision is limited to the
circumstances presented by this case, for the statute is complex.
We hold that, in three-party relationships where the debtor's
preferential transfer to a third party benefits the debtor's
primary creditor, new value (either contemporaneous or subsequent)
can come from the primary creditor, even if the third party is a
creditor in its own right and is the only defendant against whom
the debtor has asserted a claim of preference liability.  As [Sec]
547(b) makes avoidable a transfer "for the benefit of a creditor,"
it both serves the purposes of [Sec] 547 and honors the statute's
text to construe "such creditor" in the [Sec] 547(c)(4) exception
as including a creditor who benefitted from the preferential
transfer and subsequently replenished the bankruptcy estate with
new value.  Therefore, the BAP correctly concluded that SDGE and
SCE may each offset subsequent new value that Buffets or Wendy's
paid to LGI for that utility's services, regardless of when those
services were provided."

In its cross-appeal, SCE contends the BAP, in calculating SCE's
preference liability for payments made on behalf of Buffets,
erroneously counted two preference payments of $4,178.52 and
$4,224.86 that LGI made on behalf of Wendy's.  The Chapter 7
trustee agrees.

In its decision, the Eighth Circuit also agreed.  "The table in
the BAP's opinion reflecting the calculation of SCE's preference
liability includes these two payments in both the "SCE -- Wendy's
New Value Analysis" and the "SCE -- Buffets New Value Analysis."
But the record reflects only two LGI payments in these amounts on
behalf of Wendy's. The BAP's opinion correctly states that LGI
made 22 transfers to SCE on behalf of Buffets, but its table
includes 24 transfers," Judge Loken said.

"The double-counting of these two payments appears to be an
inadvertent clerical error, understandable in a case involving a
large number of transactions and multiple parties.  But the error
wrongly inflated SCE's preference liability because preferential
transfers on behalf of Wendy's cannot increase SCE's preference
liability for transfers on behalf of Buffets.  Therefore, we
direct the BAP to enter a modified judgment reducing SCE's
preference liability to $17,222.37.  The judgment of the BAP is
otherwise affirmed," Judge Loken said.

The appellate case is, John R. Stoebner, Trustee, Appellant/Cross-
Appellee, v. San Diego Gas & Electric Company; Southern California
Edison Company, Appellees/Cross-Appellant, Nos. 12-3899, 12-4011.
(8th Cir.).  A copy of the Eighth Circuit's March 20, 2014
decision is available at http://is.gd/QGRtlWfrom Leagle.com.

On Feb. 6, 2009, separate involuntary Chapter 7 bankruptcy
petitions were filed against LGI Energy Solutions, Inc., and LGI
Data Solutions Company, LLC.  An Order for Relief was entered in
each case on March 3, 2009, and the Debtors' bankruptcy estates
were substantively consolidated on Feb. 2, 2011.

The Debtors' business was to provide utility-management and bill-
payment services to restaurants and other businesses.  As
originally conceived, the Debtors' business worked in the
following manner: The Debtors would receive invoices from a
utility provider on behalf of a customer and then periodically
report to the customer regarding those invoices.  The customer
then would transfer funds to the Debtors in an amount that
corresponded to the amount of the invoice report and, after
receiving those funds from the customer, the Debtors would send
the utility provider a check drawn on the Debtors' bank account.


LIFECARE HOLDINGS: Sale, Deal Opposed by U.S. Upheld on Appeal
--------------------------------------------------------------
Michael Bathon, substituting for Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reports that LifeCare Holdings Inc.
secured creditors that bought virtually all the hospital company's
assets with a credit bid of about $360 million can make a "gift"
to unsecured creditors through a settlement that was opposed by
the U.S. Justice Department because the funds weren't part of the
bankruptcy estate, a judge ruled on appeal.

According to the report, U.S. District Judge Sue L. Robinson in
Wilmington, Delaware, ruled March 10 that the bankruptcy court
properly approved the settlement, which provided unsecured
creditors with $3.5 million and denied the Justice Department's
appeal on behalf of the Internal Revenue Service.

"The bankruptcy court determined that the sale was warranted and
the funds at issue belonged to the purchaser not the estate,"
Judge Robinson said in the eight-page decision, the report cited.
The Justice Department didn't "present any factual evidence to
refute this finding" and the bankruptcy court made no error in
applying the law to the facts on the record, she said.

The settlement was designed to give unsecured LifeCare creditors
$1.5 million from which they estimate having a 7.5 percent cash
recovery, the report said.  The settlement gave $2 million in cash
to subordinated noteholders, for a 1.7 percent recovery. The
senior lenders provided another $150,000 for the creditors'
lawyers.

The appeal is In re LCI Holding Co., 13-cv-00924, U.S. District
Court, District of Delaware (Wilmington).

                          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.

Ken Ziman, Esq., and Felicia Perlman, Esq., at Skadden, Arps,
Slate Meagher & Flom LLP, serve as counsel to the Debtors.
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.


LIGHTSQUARED INC: Ergen Seeks to Disallow Bankruptcy Loan
---------------------------------------------------------
Michael Bathon, substituting for Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reports that LightSquared Inc.'s
proposal to continue operating and exit bankruptcy with a $1.65
billion loan is improper, Dish Network Corp. Chairman Charles
Ergen said in a court filing that seeks to block the financing.

The loan protects other lenders while potentially wiping out about
$1 billion in claims by Ergen's SP Special Opportunities LLP fund,
the report said, citing Ergen in a March 12 filing in U.S.
Bankruptcy Court in Manhattan. His objection comes as the company
prepares for a March 19 hearing to seek approval of a plan to exit
bankruptcy that rests on the financing.

The financing is a "discriminatory scheme, proposed in bad faith"
that violates the bankruptcy code, Ergen said, the report related.
SPSO's claim would come behind $1.65 billion, and potentially as
much as $3.2 billion, in debt to be repaid, he said.

SPSO owns $1 billion of debt in LightSquared, the wireless
broadband company controlled by Philip Falcone's Harbinger Capital
Partners LLC, the report further related.  LightSquared has
accused Ergen of secretly accumulating the debt through SPSO so he
can buy the company's airwaves for a below-market price through
bankruptcy.

                      About LightSquared Inc.

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

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

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

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


LIGHTSQUARED INC: Ergen Calls Suit Illicit Ploy to Help Falcone
---------------------------------------------------------------
Michael Bathon, substituting for Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reports that Dish Network Corp.
Chairman Charles Ergen called LightSquared Inc.'s lawsuit against
him an illicit and expensive ploy to help equity holder Philip
Falcone keep control of the wireless broadband company during
bankruptcy.

According to the report, LightSquared sued Ergen over how his SP
Special Opportunities LLC fund bought up $1 billion of
LightSquared's debt before making a $2.22 billion cash bid for the
company and later dropping the offer. LightSquared's bankruptcy
reorganization plan would pay off Ergen's $1.06 billion claim
after those of other stakeholders, including Falcone.

Ergen, citing e-mails sent by Falcone, said in a March 14 filing
in U.S. Bankruptcy Court in Manhattan that the lawsuit is
"patently illicit" and has cost tens of millions of dollars,
eating into the creditors' potential recovery, the report related.
Closing arguments in the lawsuit are scheduled to be held before
U.S. Bankruptcy Judge Shelley Chapman.

LightSquared has said Ergen was acting on behalf of Englewood,
Colorado-based Dish, a satellite TV company, and tried to conceal
his involvement through SPSO because competitors were prohibited
from owning debt in LightSquared, which offers satellite services,
the report further related.

LightSquared has further argued that Ergen sought to manipulate
the outcome of the bankruptcy through the "blocking position" he
built up, trying to use it to buy LightSquared's assets on the
cheap and keep away other bidders, the report added.

                      About LightSquared Inc.

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

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

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

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


LIN MEDIA: S&P Puts 'BB-' Corp. Credit Rating on CreditWatch Neg.
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed all its ratings,
including the 'BB-' corporate credit rating, on Providence, R.I.-
based television broadcaster LIN Media LLC on CreditWatch with
negative implications.  This also includes the issue-level ratings
on LIN's outstanding debt.

S&P expects that the new company may refinance some of LIN's debt,
and it would withdraw its ratings on those debt issues when
repaid.

The CreditWatch listing is in response to the company's
announcement that it has entered into a definitive agreement to
merge with Richmond, Va.-based Media General in a transaction
valued at $1.6 billion.  The combined company will own and operate
or service 74 stations in 46 television markets, making it the
second largest pure-play television broadcasting company.  S&P
believes this transaction could improve the combined companies'
business risk profile by adding significant size and scale.  Its
size, more specifically, should benefit its retransmission consent
negotiations with cable, satellite, and telecom video service
providers; its programming purchases; and efficiency of station
management.  The combined companies' U.S. household reach would
increase to 23%.  S&P currently assess both companies' business
risk profiles as "fair."

The transaction will be financed with a combination of Media
General stock and up to $763 million in cash.  S&P expects the
cash component will be funded with cash on the balance sheet and
the issuance of incremental debt.  As a result, S&P expects
adjusted leverage of the combined company could rise modestly.
S&P currently assess the financial risk profile of LIN as
"aggressive" and of Media General as "highly leveraged."

In resolving S&P's CreditWatch listing, it will fully evaluate the
business risk profile of the combined company, and the ability of
Media General to integrate all of its acquired stations (Young
Broadcasting and LIN stations).  In addition, S&P will assess the
financial risk profile of the combined company, evaluating the
company's financial policy and the likely combined leverage.


LONG BEACH MEDICAL: Court Sends Hospital to April 29 Auction
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
approved the bidding procedures governing the sale of
substantially all of the assets of Long Beach Medical Center, et
al., to South Nassau Communities Hospital, or to any competing
bidder or bidders, and proceed with an auction to commence on
April 29, 2014.

As previously reported by The Troubled Company Reporter, South
Nassau, which is providing $4.5 million funding for the Chapter 11
effort, has agreed to be the stalking horse bidder for the assets.
It has signed a deal to purchase the assets for $21 million,
absent higher and better offers.  It is anticipated that SNCH will
continue to operate The Komanoff Center for Geriatric and
Rehabilitative Medicine.

The purchase agreement provides for the payment of a termination
fee in the amount of $640,000 and expense reimbursement not to
exceed $210,000.  These amounts -- totaling just 4% of the sale
price -- are payable in the event that a higher or better offer is
accepted by the Debtors.

The sale transaction is conditioned upon (i) Attorney General and
New York State Supreme Court approval consistent with the New York
Not-For-Profit Laws, and (ii) all requisite approvals required by
DOH and any other regulatory authority asserting jurisdiction over
the Debtors.

The deadline for submitting bids for the assets will be April 24.
The auction will be held at the offices of Garfunkel Wild, P.C.,
in Great Neck, New York, on April 29.  The hearing to consider
approval of the sale will be on May 1, at 10:00 a.m. (EST).

                 About Long Beach Medical Center

Long Beach Medical Center, formerly Long Beach Memorial Hospital,
was a 162-bed, community-based hospital offering primary, acute,
emergency and long-term health care to residents of Long Beach,
New York.  Founded in 1922, LBMC was a teaching facility for the
New York College of Osteopathic Medicine.  LBMC was shut down
after superstorm Sandy devastated the hospital in October 2012.

Long Beach Memorial Nursing Home Inc, runs the The Komanoff Center
for Geriatric and Rehabilitative Medicine, a 200-bed skilled
nursing facility affiliated with LBMC. It provides services for
residents requiring long term nursing home care and short term
post-acute (sub-acute) care.  Currently there are 127 residents of
Komanoff.

Long Beach Medical and Komanoff sought Chapter 11 bankruptcy
protection (Bankr. E.D.N.Y. Case No. 14-70593) on Feb. 19, 2014.
Long Beach estimated assets of at least $10 million and debts of
at least $50 million.

Garfunkel Wild P.C. serves as the Debtors' counsel. GCG, Inc., is
the Debtors' claims and noticing agent.  The Hon. Alan S. Trust
presides over the cases.

South Nassau Communities Hospital has offered $21 million to
purchase the assets.  SNCH will be the stalking horse bidder at
the auction.


LOUIS J. PEARLMAN: Orlando Judge Pares Akerman Fees
---------------------------------------------------
Bankruptcy Judge Karen S. Jennemann issued a memorandum opinion
partially approving Akerman LLP's final fee applications in the
Chapter 11 case of Louis J. Pearlman, et al.

Akerman has represented Soneet R. Kapila, the Chapter 11 Trustee
in the Pearlman et al. bankruptcy case, since 2007.  After
recently confirming the Chapter 11 Trustee's plan of
reorganization, Akerman seeks final approval of its fees and
costs.  Bank of America, N.A. objects on multiple grounds, mainly
arguing Akerman misallocated billable hours to its hourly fee
arrangement with the Trustee that it should have allocated to
their contingency fee arrangement.

Judge Jennemann deducts a total of $338,000 from Akerman's Final
Fee Application: $175,000 for contingency work on the so-called
Bank Cases improperly billed as hourly; $38,000 for contingency
work on the Integra adversary proceeding improperly billed as
hourly; $50,000 from work opposing substantive consolidation
improperly billed as hourly; and $75,000 for general contingency
work mistakenly billed as hourly.

The Akerman "Bank Case" are: Kapila v. First Int'l Bank & Trust,
et. al., 6:09-ap-00052-KSJ; Kapila v. American Bank of St. Paul,
et. al., 6:09-ap-00067-KSJ; Kapila v. Tatonka Capital Corp., 6:09-
ao-00716-KSJ; Kapila v. Northside Community Bank, 6:09-ap-00068-
KSJ; and Kapila v. MB Financial Bank, N.A., 6:09-ap-00071-KSJ.

The Court awards Akerman $446,378.01 in fees under the Final Fee
Application and Supplement, representing Akerman's requested
$784,378.0148 minus the $338,000 reduction as explained.  The
Court also awards Akerman reimbursement of all expenses, totaling
$145,955.52. The Court approves Akerman's Contingency Fee
Application, awarding the requested $564,869.58 in fees.  The
Court denies Akerman's request to preapprove payment of further
contingency fees as they become earned.  Akerman will need to
apply to the Court for approval of compensation consistent with
the Modification Order.

A copy of the Court's March 20, 2014 decision is available at
http://is.gd/8V7WWHfrom Leagle.com.

            About Louis Pearlman & Trans Continental

Louis J. Pearlman started Trans Continental Records, which managed
boy bands such as the Backstreet Boys, 'N Sync, O-Town, Lyte Funky
Ones (LFO), Take 5, Natural and US5.  Other artists on the Trans
Continental's label included Aaron Carter, Jordan Knight, C Note,
and Smilez & Southstar.  Mr. Pearlman also owned Orlando, Florida-
based Trans Continental Airlines, Inc. -- http://www.t-con.com/--
which provided charter flight services to numerous destinations in
the U.S. and the Caribbean.

On March 1, 2007, creditors Tatonka Capital Corporation, First
National Bank & Trust Co. of Williston, and American Bank of St.
Paul, and Integra Bank filed an involuntary chapter 11 petition
against Mr. Pearlman and his company, Trans Continental Airlines,
Inc. (Bankr. M.D. Fla. Case Nos. 07-00761 and 07-00762).  The
creditors disclosed an aggregate of more than $40 million in
claims.

Soneet R. Kapila was appointed as the Chapter 11 trustee to
oversee Mr. Pearlman's estate.  He is represented by Denise D.
Dell-Powell, Esq., and Jill E. Kelso, Esq., at Akerman Senterfitt,
and Gregory M. Garno, Esq., and Paul J. Battista, Esq., at
Genovese Joblove & Battista PA.

The related cases incorporate a classic Ponzi scheme of roughly
$500 million and transactions intertwined in over 100 related
entities, according to Kapila & Company.  The number of investors
and loss victims exceeds 1,400 and the case involves investigation
of off-shore assets.

Fletcher Peacock, Esq., served as Mr. Pearlman's legal counsel.

Tatonka Capital is represented by Derek F. Meek, Esq., and Robert
B. Rubin, Esq., at Burr & Forman LLP, and Richard B Webber, II,
Esq., Zimmerman Kiser & Sutcliffe PA.  First national Bank is
represented by Raymond V. Miller, Esq., at Gunster Yoakley &
Stewart PA, and Richard P. Olson, Esq., at Olson & Burns PC.
American Bank of St. Paul is represented by William P. Wassweiler,
Esq., at Rider Bennett LLP.  Integra bank is represented by
Lawrence E. Rifken, Esq., at McGuire Woods LLP.

The Official Committee of Unsecured Creditors of Trans Continental
is represented by Robert J. Feinstein, Esq. at Pachulski Stang
Ziehl & Jones LLP.

The debtors in the jointly administered cases are: Louis J.
Pearlman; Louis J. Pearlman Enterprises, Inc.; Louis J. Pearlman
Enterprises, LLC; TC Leasing, LLC; Trans Continental Airlines,
Inc., Trans Continental Aviation, Inc.; Trans Continental
Management, Inc.; Trans Continental Publishing, Inc.; Trans
Continental Records, Inc.; Trans Continental Studios, Inc.; and
Trans Continental Television Productions, Inc.

In addition, a related corporation, F.F. Station, LLC, filed a
separate voluntary Chapter 11 case on Feb. 20, 2007 (Bankr. M.D.
Fla. Case No. 07-575); however, the case is not jointly
administered with the cases of the other Debtors.


M.A.R. REALTY: Has Deal With Bank to Market, Sell Real Property
---------------------------------------------------------------
A stipulation has been entered among secured creditor Banco
Popular de Puerto Rico, M.A.R. Realty Corp., the Tile Outlet Corp.
and Azulejos & Ceramicas Inc. with respect to the bank's request
for stay relief and the Debtor's bid to use cash collateral.

Pursuant to the stipulation, the parties agree that the Debtors
will have six months -- from March 13, 2014, to Sept. 13, 2014, to
market and sell the real estate collateral.  Any sale must be
closed prior to Sept. 13.  If the sale is not completed in its
entirety during the sale period, the Debtor agrees to the
complete, immediate and irrevocable extinguishment of the
protections of the automatic stay over the real estate property in
favor of the bank starting on Sept. 13.

The bank agrees that the Debtor may use cash collateral through
and including Sept. 13, 2014.  As adequate protection for the
bank, the Debtor agrees to pay the bank $5,000 per month on the
15th of each month, commencing on March 15.

As to the Tile Outlet and Azulejos & Ceramicas, the parties
reached an agreement with regard to the lifting of the stay in
their bankruptcy case, to permit the parties to file a consent
judgment and allow the court in the state court case to enter a
final judgment against all of the defendants.

MAR Realty is a borrower under various pre-bankruptcy loan
agreements with the bank.  The loan obligations are secured by
commercial real estate buildings called Building No. 1 and
Building No. 2; parcels of land called Quebradas property, and
Canas property; and residential real estate properties called
Residence Nos. 1, 2 and 3.

All of the Debtor's income and revenues are generated from rent or
income from the real estate collateral.

Prior to the petition date, the Debtor defaulted on its
obligations under the loan, and on July 8, 2013, the bank
commenced a civil action for foreclosure of mortgages and
collection of monies in the Puerto Rico Court of First Instance,
San Juan, Section.

As of the petition date, the amounts due under the loans total no
less than $9,192,183.

On Jan. 14, 2014, the bank sought relief from the automatic stay
to proceed with foreclosure, and on Feb. 14, 2014, it filed a
motion to prohibit the Debtor from using cash collateral.

According to the bank, the Debtor, in its bid to use cash
collateral, has no present alternative borrowing source from which
the Debtor could secure additional funding to operate its
business.  The bank said MAR Realty has no right to use the Cash
Collateral, and all the Cash Collateral should be forthwith turned
over to BPPR.

BPPR said the Court should prohibit any use of the Cash Collateral
and, in addition to such prohibition, that the Court grant BPPR
adequate protection on an emergency basis by:

     a. granting a first priority replacement lien on all of the
        MAR Realty's post-petition assets;

     b. requiring an accounting of all Cash Collateral received
        by or for the benefit of MAR Realty since the Petition
        Date;

     c. requiring that any Cash Collateral or property of BPPR
        that is in the possession, custody or control of the
        Debtor or any of the insiders of MAR Realty (as such
        term is defined in 11 U.S.C. Sec. 101) be turned over
        to BPPR; and

     d. prohibiting MAR Realty from using any Cash Collateral
        of BPPR unless otherwise ordered by the Court.

In its reply to the bank's arguments, the Debtor said the income
received in the form of rents does not constitute cash collateral
pursuant Section 363(c) of the Bankruptcy Code.  The Debtor relies
on the decision in In Re: Manuel Mediavilla Inc., CASE NO. 13-2800
(MCF), wherein this Honorable Court established that the
applicable normative regarding the assignment of rents are the
provisions of the Puerto Rico Civil Code particularly article 1065
which establishes that "All the rights acquired by virtue of an
obligation are transmissible, subject to law, should there be no
stipulation to the contrary." 31 L.P.R.A. Sec. 3029

The assignment of rents becomes effective against third parties
after a certain date is included in the document of assignment,
and it must be a public deed or a private document authorized by a
notary public through an affidavit.  However, notwithstanding the
constitutive character of those requirements, the Debtor contends
that the validity of such assignment will also depend on the
efforts of notification made by the creditor.

The Puerto Rico Supreme court has established that a debtor that
ignores the assignment is protected so its condition is not
aggravated.  BPPR never extended a notification to any of the
debtors affected by the assignment regarding such assignment of
rents that served as guarantee.  Even that is clear that a debtor
does not have to consent to the assignment, such contractual
relation will be ineffective without the proper notification.  If
it is not notified to the debtor, the assignment of credit is not
effective and it produces no effect on such third person.

The Debtor also said use of the rents is necessary to operate the
business, and to maximize the Debtor's assets to pursue a
successful reorganization.  It is true that secured creditors
should not be deprived of the benefit of their bargain, but there
may be situations in bankruptcy where giving a secured creditor an
absolute right to his bargain may be impossible, or seriously
detrimental to the bankruptcy laws.

The Debtor said rents are anticipated to a total of $4,000 per
month.  The Debtor also said it has no other substantial source of
income.

Attorneys for Azulejos and Tile Outlet are:

     Isabel M. Fullana, Esq.
     GARCIA-ARREGUI & FULLANA
     252 Ponce de Leon Ave.
     Citibank Tower, Suite 1101
     Hato Rey, PR 00918
     Tel: 787-766-2530
     Fax: 787-756-7800
     E-mail: isabelfullana@gmail.com

Attorneys for Banco Popular de Puerto Rico are:

     Luis C. Marini-Biaggi, Esq.
     Sheila M. Rodriguiz Figueroa, Esq.
     O'NEILL & BORGES LLC
     American International Plaza
     250 Munoz Rivera Ave., Ste 800
     San Juan, PR 00918-1813
     Tel: 787-764-8181
     Fax: 787-753-8944
     E-mail: luis.marini@oneillborges.com
             Sheila.rodriguez@oneillborges.com

                       About M.A.R. Realty

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


MCCLATCHY CO: Posts $18.8 Million Fiscal 2013 Net Income
--------------------------------------------------------
The McClatchy Company filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing net income of
$18.80 million on $1.24 billion of net revenues for the year ended
Dec. 29, 2013, as compared with a net loss of $144,000 on $1.30
billion of net revenues for the year ended Dec. 30, 2012.

As of Dec. 29, 2013, the Company had $2.61 billion in total
assets, $2.37 billion in total liabilities, and $240.38 million in
stockholders' equity.

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

                         http://is.gd/IPKGp0

                     About The McClatchy Company

Sacramento, Cal.-based The McClatchy Company (NYSE: MNI)
-- http://www.mcclatchy.com/-- is the third largest newspaper
company in the United States, publishing 30 daily newspapers, 43
non-dailies, and direct marketing and direct mail operations.
McClatchy also operates leading local Web sites in each of its
markets which extend its audience reach.  The Web sites offer
users comprehensive news and information, advertising, e-commerce
and other services.  Together with its newspapers and direct
marketing products, these interactive operations make McClatchy
the leading local media company in each of its premium high growth
markets.  McClatchy-owned newspapers include The Miami Herald, The
Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City
Star, The Charlotte Observer, and The News & Observer (Raleigh).

                           *     *     *

McClatchy carries a 'Caa1' corporate family rating from Moody's
Investors Service.  In May 2011, Moody's changed the rating
outlook from stable to positive following the company's
announcement that it closed on the sale of land in Miami for
$236 million.  The outlook change reflects Moody's expectation
that McClatchy will utilize the net proceeds to reduce debt,
including its underfunded pension position, which will reduce
leverage by approximately half a turn and lower required
contributions to the pension plan over the next few years.

McClatchy Co. carries a 'B-' Corporate Credit Rating from
Standard & Poor's Ratings Services.


MEDIA GENERAL: S&P Puts 'B+' CCR on CreditWatch Positive
--------------------------------------------------------
Standard & Poor's Ratings Services placed all its ratings,
including the 'B+' corporate credit rating, on Richmond, Va.-based
television broadcaster Media General Inc. on CreditWatch with
positive implications.  This also includes the issue-level ratings
on Media General's outstanding debt.

S&P expects that the new company may refinance some of LIN's debt,
and it would withdraw its ratings on those debt issues when
repaid.

The CreditWatch listing is in response to the company's
announcement that it has entered into a definitive agreement to
merge with Providence, R.I.-based LIN Media LLC in a transaction
valued at $1.6 billion.  The combined company will own and operate
or service 74 stations in 46 television markets, making it the
second largest pure-play television broadcasting company.  S&P
believes this transaction could improve the combined companies'
business risk profile by adding significant size and scale.  Its
size, more specifically, should benefit its retransmission consent
negotiations with cable, satellite, and telecom video service
providers; its programming purchases; and efficiency of station
management.  The combined companies' U.S. household reach would
increase to 23%. We currently assess both companies' business risk
profiles as "fair."

The transaction will be financed with a combination of Media
General stock and up to $763 million in cash.  S&P expects the
cash component will be funded with cash on the balance sheet and
the issuance of incremental debt.  As a result, S&P expects
adjusted leverage of the combined company could rise modestly.
S&P currently assess the financial risk profile of Media General
as "highly leveraged" and of LIN as "aggressive."

In resolving S&P's CreditWatch listing, it will fully evaluate the
business risk profile of the combined company, and the ability of
Media General to integrate all of its acquired stations (Young
Broadcasting and LIN stations).  In addition, S&P will assess the
financial risk profile of the combined company, evaluating the
company's financial policy and the likely combined leverage.


METRO AFFILIATES: Exclusive Plan Filing Deadline Moved to May 5
---------------------------------------------------------------
Metro Affiliates, Inc., et al., sought and obtained orders from
the Bankruptcy Court extending their exclusive period to file a
bankruptcy plan through May 5, 2014.  The Debtors' corresponding
exclusive period to solicit acceptances on that plan has also been
extended to July 7, 2014.

                     About Metro Affiliates

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

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

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

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

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

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


METRO AFFILIATES: Lease Decision Deadline Extended Thru June 2
--------------------------------------------------------------
Judge Sean Lane extended the time by which Metro Affiliates, Inc.,
et al., must assume or reject unexpired leases of non-residential
real property through the earlier of (i) the date an order is
entered confirming a chapter 11 plan in their cases, or (ii) 90
days beyond the current deadline, through and including
June 2, 2014.

The Unexpired Leases include various commercial real estate leases
and real property sublease located throught New York,
Pennsylvania, New Jersey, Massachusetts, and California.  The
Debtors are storing various vehicles on the properties located in
New Jersey, New York and Massachusetts.

The Debtors insist that taken as a whole, the Unexpired Leases are
valuable assets to them.

The Debtors contend that the lessors will not be prejudiced by the
extension of time requested as the Debtors have performed, and
will continue to perform in a timely manner, their undisputed
Chapter 11 obligations under the Unexpired Leases.

                     About Metro Affiliates

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

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

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

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

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

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


MI PUEBLO: Has Final Court Authority to Borrow $32MM in DIP Loans
-----------------------------------------------------------------
Judge Arthur S. Weissbrodt of the U.S. Bankruptcy Court for the
Northern District of California, San Jose Division, gave Mi Pueblo
San Jose, Inc., final authority to borrow up to an aggregate
amount of $32,752,145, from Victory Park Capital Advisors, LLC.

The loan allows the Debtor to pay off the debt it owes to Wells
Fargo Bank NA and provides it with necessary working capital.
According to Bill Rochelle, the bankruptcy columnist for Bloomberg
News, the loan is part of a strategy to emerge from bankruptcy
financed with a $52 million loan from Victory Park. If Victory
Park provides the loan to exit bankruptcy, it will waive the fee
it earned for the bankruptcy loan, Mr. Rochelle said.  The fee is
equal to the discount Wells Fargo accepted, Mr. Rochelle noted.

                     About Mi Pueblo San Jose

Mi Pueblo San Jose, Inc., filed a Chapter 11 petition (Bankr. N.D.
Calif. Case No. 13-53893) in San Jose, California, on July 22,
2013.  An affiliate, Cha Cha Enterprises, LLC, sought Chapter 11
protection (Case No. 13-53894) on the same day.  The cases are not
jointly administered.

In its amended schedules, Mi Pueblo disclosed $61,577,296 in
assets and $68,735,285 in liabilities as of the Petition Date.

Heinz Binder, Esq., at Binder & Malter, LLP, is the Debtor's
general reorganization counsel.  The Law Offices of Wm. Thomas
Lewis, sometimes doing business as Robertson & Lewis, is the
Debtor's special counsel.  Avant Advisory Partners, LLC serves as
its financial advisors. Bustamante & Gagliasso, P.C. serves as its
special counsel.

The U.S. Trustee appointed seven members to the Official Committee
of Unsecured Creditors.  Protiviti Inc. serves as financial
advisor.  Stutman, Treister & Glatt P.C. serves as counsel to the
Committee.


MICROVISION INC: Incurs $13.2 Million Net Loss in 2013
------------------------------------------------------
MicroVision, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$13.17 million on $5.85 million of total revenue for the year
ended Dec. 31, 2013, as compared with a net loss of $22.69 million
on $8.36 million of total revenue in 2012.

The Company reported a net loss of $2.42 million on $1.21 million
of total revenue for the three months ended Dec. 31, 2013, as
compared with a net loss of $4.07 million on $2.72 million of
total revenue for the same period a year ago.

The Company's balance sheet at Dec. 31, 2013, showed $8.44 million
in total assets, $10.14 million in total liabilities and a $1.69
million total shareholders' deficit.

"We met our key operating objectives in 2013.  This accomplishment
included reducing cash used in operations by 39 percent versus the
previous year, securing an important design win with a Fortune
Global 100 brand and diligently progressing deals with key
customers and suppliers for consumer electronics and automotive
opportunities," Alexander Tokman, president and CEO of
MicroVision, said.  "We expect several of our go-to-market
partners to move forward with products.  The work performed in
2013 should serve as a strong foundation for our future growth."

Moss Adams LLP, in Seattle, Washington, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
the Company has suffered recurring losses from operations and has
a net capital deficiency that raise substantial doubt about its
ability to continue as a going concern.

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

                        http://is.gd/lzT9cq

                       About Microvision Inc.

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


MINI MASTER: Hires Alice Net as Special Counsel
-----------------------------------------------
Mini Master Concrete Services, Inc. seeks authorization from the
U.S. Bankruptcy Court for the District of Puerto Rico to employ
Alice Net Carlo, Esq. ("Ms. Net") as the Debtor's special counsel,
to conclude the process of collection cases filed by her before
the courts of the Commonwealth of Puerto Rico.

The Debtor wishes to retain Ms. Net as its special counsel for the
purposes, subject to the approval of the Court in accordance to
Rule 2014 of the Federal Rules of Bankruptcy Procedure, on the
basis of a 25% contingency fee, plus expenses, to be compensated
upon application and the approval of the Court, rates which are
considered to be reasonable and fair, in line with services
comparable to those performed on behalf of other clients.

The compensation to Ms. Net shall be from such funds as may be
available to the Debtor and to which the Debtor may be legally
entitled.

Ms. Net 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.

Ms. Net can be reached at:

       Alice Net Carlo, Esq.
       P.O. Box 1364
       Dorado, PR 00646-1364
       Tel: (787) 275-1663
            (787) 275-1633
       Fax: (787) 788-6622
       E-mail: alicenetcarlo@aol.com

Mini Master Concrete aka Mini Master aka Empresas Master filed a
Chapter 11 petition (Bankr. D. P.R. Case No. 13-10302) on Dec. 11,
2013, in Old San Juan, District of Puerto Rico.  Charles Alfred
Cuprill, Esq., at Charles A Cuprill, PSC Law Office, in San Juan,
in Puerto Rico, serves as counsel to the Debtor.  The petition was
signed by Carmen Betancourt, president.


MMRGLOBAL INC: Unit Inks Settlement Agreement with Walgreens
------------------------------------------------------------
MMRGlobal, Inc., through its wholly owned subsidiary
MyMedicalRecords, Inc., and Walgreen Co. have entered into a
settlement and licensing agreement to resolve two patent
infringement lawsuits brought by MMR.  Pursuant to the terms of
the Agreement, Walgreens purchased a Non-Exclusive License to the
MMR family of patents.  The settlement arises from litigation
involving MMR's U.S. Patent No. 8,301,466 and U.S. Patent No.
8,498,883.  MMR's patent portfolio also includes U.S. Patent Nos.
8,121,855; 8,117,045; 8,117,646; 8,301,466; 8,321,240; 8,352,287;
8,352,288; 8,498,883; 8,626,532 and 8,645,161 as well as numerous
pending applications.  Pursuant to the terms of the Agreement,
Walgreens has also agreed to sell MMR's MyMedicalRecords Personal
Health Record on drugstore.com.  The remaining terms of the
Agreement are confidential.

                           About MMRGlobal

Los Angeles, Calif.-based MMR Global, Inc. (OTC BB: MMRF)
-- http://www.mmrglobal.com/-- through its wholly-owned operating
subsidiary, MyMedicalRecords, Inc., provides secure and easy-to-
use online Personal Health Records (PHRs) and electronic safe
deposit box storage solutions, serving consumers, healthcare
professionals, employers, insurance companies, financial
institutions, and professional organizations and affinity groups.

MMRGlobal incurred a net loss of $5.90 million in 2012, as
compared with a net loss of $8.88 million in 2011.  The Company's
balance sheet at Sept. 30, 2013, showed $2.69 million in total
assets, $9.80 million in total liabilities and a $7.11 million
total stockholders' deficit.

Rose, Snyder & Jacobs LLP, in Encino, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has incurred significant operating losses and
negative cash flows from operations during the years ended
Dec. 31, 2012, and 2011, that raise substantial doubt about the
Company's ability to continue as a going concern.


MOBIVITY HOLDINGS: Adds Phil Guarascio to Board of Directors
------------------------------------------------------------
Phil Guarascio has joined Mobivity Holdings Corp.'s Board of
Directors as an independent director.

Mr. Guarascio has been the Chairman and chief executive officer of
PG Ventures LLC since May 2000 where he serves as a marketing and
advertising business consultant.  He was lead executive, marketing
and sales at the National Football League from 2003-2007 and has
been a consultant for the William Morris Agency since October
2001.

For 16 years, Mr. Guarascio was with General Motors where he
served as vice president of corporate advertising and marketing
primarily responsible for worldwide advertising resource
management, managing consolidated media placement and before that
as general manager of marketing and advertising for General
Motors' North American Operations.  Mr. Guarascio introduced the
GM Card and managed the General Motors corporate brand to a 20
percent increase in customer purchase consideration.

He joined General Motors in 1985 after 21 years with the New York
advertising agency, D'Arcy, Masius, Benton & Bowles.

Mr. Guarascio was most recently non-executive Chairman of Arbitron
which sold to Nielsen in December of 2013 for $1.3 billion.  He
also currently serves on the Board of Papa John's Pizza (NASDAQ:
PZZA), the third largest pizza franchise in the U.S.

Dennis Becker, chief executive officer of Mobivity, said, "We are
pleased to have a marketing executive with the experience and the
expertise of Phil Guarascio join the Mobivity Board.  Phil will
bring to our Board world-class experience in successfully
marketing iconic brands that are at the core of American business
and very much a part of our everyday lives.  Phil has the unique
blend of both brand and agency connections coupled with the tech
side of the marketing industry.  We couldn't be happier that he
agreed to join our Board in what is a pivotal and exciting time
for Mobivity."

Mr. Guarascio said, "Mobivity is in a prime position to expand its
mobile marketing leadership and market share given its experience,
technology and solutions that bring more customers, more often.
Getting customers through the door is a universal need by brands
of all sizes.  Mobivity's unique and expanding combination of
products and services creates personalization options that
marketers have long sought to drive loyalty and expand
monetization opportunities.  I'm thrilled to be asked to be part
of Mobivity's bright future."

                      About Mobivity Holdings

Mobivity Holdings Corp. was incorporated as Ares Ventures
Corporation in Nevada in 2008.  On Nov. 2, 2010, the Company
acquired CommerceTel, Inc., which was wholly-owned by CommerceTel
Canada Corporation, in a reverse merger.  Pursuant to the Merger,
all of the issued and outstanding shares of CommerceTel, Inc.,
common stock were converted, at an exchange ratio of 0.7268-for-1,
into an aggregate of 10,000,000 shares of the Company's common
stock, and CommerceTel, Inc., became a wholly owned subsidiary of
the Company.  In connection with the Merger, the Company changed
its corporate name to CommerceTel Corporation on Oct. 5, 2010.
In connection with the Company's acquisition of assets from
Mobivity, LLC, the Company changed its corporate name to Mobivity
Holdings Corp. and its operating company to Mobivity, Inc, on
Aug. 23, 2012.

Mobivity Holdings disclosed a net loss of $7.33 million in 2012,
as compared with a net loss of $16.31 million in 2011.  The
Company's balance sheet at Sept. 30, 2013, showed $9.96 million in
total assets, $1.51 million in total liabilities and $8.45 million
in total stockholders' equity.

M&K CPAS, PLLC, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012, citing recurring operating losses and
negative cash flows from operations and dependence on additional
financing to fund operations which raise substantial doubt about
the Company's ability to continue as a going concern.

                         Bankruptcy Warning

"[A]ll of our assets are currently subject to a first priority
lien in favor of the holders of our outstanding convertible notes
payable in the current aggregate principal amount of $4,521,378.
The notes are due on October 15, 2013, if we are unable to repay
or refinance our obligations under those notes by October 15,
2013, the holders of the notes will have the right to foreclose on
their security interests and seize our assets.  To avoid such an
event, we may be forced to seek bankruptcy protection, however a
bankruptcy filing would, in all likelihood, materially adversely
affect our ability to continue our current level of operations.
In the event we are not able to refinance or repay the notes, but
negotiate for a further extension of the maturity date of the
notes, we may be required to pay significant extension fees in
cash or shares of our equity securities or otherwise make other
forms of concessions that may adversely impact the interests of
our common stockholders," the Company said in its annual report
for the year ended Dec. 31, 2012.


MMODAL INC: S&P Withdraws 'D' CCR Over Chapter 11 Filing
--------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew all ratings on
Franklin, Tenn.-based MModal Inc., including the 'D' corporate
credit rating.  S&P also withdrew the 'D' issue-level ratings on
the company's $520 million senior secured credit facilities,
consisting of a $75 million revolving credit facility and a $445
million term loan, and on its $250 million unsecured notes.

"MModal continues to operate under Chapter 11 protection after
having filed for bankruptcy yesterday," said Standard & Poor's
credit analyst David Tsui.


MOBILESMITH INC: Sells Additional $450,000 Convertible Note
-----------------------------------------------------------
MobileSmith, Inc., sold an additional convertible secured
subordinated note due Nov. 14, 2016, in the principal amount of
$450,000 to a current noteholder upon substantially the same terms
and conditions as the Company's previously issued notes.

The Company is obligated to pay interest on the New Note at an
annualized rate of 8 percent payable in quarterly installments
commencing June 3, 2014.  As with the Existing Notes, the Company
is not permitted to prepay the New Note without approval of the
holders of at least a majority of the aggregate principal amount
of the Notes then outstanding.

The Company plans to use the proceeds to meet ongoing working
capital and capital spending requirements.

The sale of the New Note was made pursuant to an exemption from
registration in reliance on Section 4(a)(2) of the Securities Act
of 1933, as amended.

                       About MobileSmith Inc.

MobileSmith, Inc. (formerly, Smart Online, Inc.) was incorporated
in the State of Delaware in 1993.  The Company changed its name to
MobileSmith, Inc., effective July 1, 2013.  The Company develops
and markets software products and services tailored to users of
mobile devices.  The Company's flagship product is The
MobileSmithTM Platform.  The MobileSmithTM Platform is an
innovative, patents pending mobile app development platform that
enables organizations to rapidly create, deploy, and manage
custom, native smartphone apps deliverable across iOS and Android
mobile platforms.

Smart Online disclosed a net loss of $4.39 million in 2012, as
compared with a net loss of $3.54 million in 2011.  The Company's
balance sheet at Sept. 30, 2013, showed $1.67 million in total
assets, $31.59 million in total liabilities, and stockholders'
deficit of $29.92 million.

Cherry Bekaert LLP, in Raleigh, North Carolina, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has suffered recurring losses from operations and
has a working capital deficiency as of Dec. 31, 2012, which
conditions raise substantial doubt about the Company's ability to
continue as a going concern.


MONTANA ELECTRIC: Cash Collateral Access Extended Until May 1
-------------------------------------------------------------
Southern Montana Electric Generation and Transmission Cooperative,
Inc., successor in interest to Lee A. Freeman, the former duly
appointed Chapter 11 trustee for the Debtor; and certain holders
consisting of The Prudential Insurance Company of America,
Universal Prudential Arizona Reinsurance Company, Prudential
Investment Management, Inc., as successor in interest to
Forethought Life Insurance Company, and Modern Woodmen of America,
on Feb. 28, 2014, entered into a Stipulation for Extension of
Final Order (I) Authorizing Use of Cash Collateral Pursuant to
Section 363 of the Bankruptcy Code, and (II) Providing Adequate
Protection to Prepetition Secured Parties, and Approval of
Supplemental Approved Budget.

The Debtor and the Noteholders agree that (i) the reference in
paragraph 5(a)(i) of the Final Order is modified on a prospective
basis to provide for a date of May 1, 2014; (ii) the applicable
Approved Budget associated with the Final Order will be replaced
on a prospective basis with the Supplemental Budget; (iii)
reference in paragraph 7(c) to the amount of the Monthly Payment
is amended to reflect that as of January 1, 2014, the cash
component shall be adjusted from $1,040,774 to $780,000 and (iv)
the use of cash collateral will be consistent with the terms of
any agreement reached between the Debtor and the Noteholders which
is approved by the Court.  All other terms and conditions of the
Final Order remain the same and unaffected.   Nothing will impair
or affect the finality of the Final Order.

Without the use of the Cash Collateral, the Debtor said it risks
having insufficient liquidity to be able to continue to operate
Debtor's business and potentially pursue reorganization efforts.

Bankruptcy Judge Ralph B. Kirscher has approved the Stipulation.

                  About Southern Montana Electric

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

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

Malcolm H. Goodrich, Esq., and Maggie W. Stein, Esq., at Goodrich
Law Firm, P.C., in Billings, Montana, serve as the Debtor's
counsel.

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

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

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

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

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

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

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

The Bankruptcy Court has issued an order granting the "Motion To
Continue/Reschedule Hearing On THE NOTEHOLDERS DISCLOSURE
STATEMENT AND THE MEMBERS DISCLOSURE STATEMENT, AS AMENDED".
Parties in interest have until and through April 1, 2014, to
object to the Noteholders' Disclosure Statement and if an
objection is filed, it must include a hearing notice setting the
objection for hearing on April 15, 2014.  Parties in interest have
until and through April 1, 2014, to object to the Member
Cooperatives' Second Amended Disclosure Statement and if an
objection is filed, it must include a hearing notice setting the
objection for hearing on April 15.

The Member Cooperatives' Plan provides for the prompt and complete
liquidation and dissolution of the Debtor.  A Liquidating Agent
will be appointed to manage the Debtor's liquidation; Highwood
Generating Station and other collateral is surrendered to the
primary secured creditors, the Noteholders; the Members' All-
Requirements Contracts with Debtor are rejected and terminated;
and, the Debtor's power contract with Western Area Power
Administration is assigned in agreed allocated shares to the
participating Members.  A copy of the Second Amended Disclosure
Statement explaining the Members' Plan is available at no extra
charge at:

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

The Noteholders' Plan provides for the continued operation of the
Debtor.  The Plan retains for the benefit of the Estate (and
improves upon) the terms of a negotiated settlement between the
Noteholders and the Chapter 11 Trustee which resolves the issue of
the value of the Noteholders' collateral and under which the
Noteholders' current claim for a $46 million "make-whole amount"
is waived.  A copy of the Disclosure Statement explaining the
Noteholders' Plan is available at no extra charge at:

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

The Member Cooperatives and their counsel are: Tongue River
Electric Cooperative, Inc., represented by Jeffery A. Hunnes,
Esq., at Guthals, Hunnes & Reuss, P.C.; Mid-Yellowstone Electric
Cooperative, Inc., represented by Gary Ryder, Esq.; Fergus
Electric Cooperative, Inc., represented by John Paul, Esq., at Law
Office Of John P. Paul, PLLC, and Robert K. Baldwin, Esq., and
Trent M. Gardner, Esq., at Goetz, Baldwin & Geddes, P.C.; and
Beartooth Electric Cooperative, Inc., represented Laurence R.
Martin, Esq., and Martin S. Smith, Esq., at Felt, Martin, Frazier
& Weldon, P.C.

Counsel for the Noteholders are: Steven M. Johnson, Esq., at
Church, Harris, Johnson & Williams, P.C., and Jonathan B. Alter,
Esq., and Steven Wilamowsky, Esq., at Bingham McCutchen LLP.


MT. GOX: Allowed Trading After Discovering Loss of Bitcoins
-----------------------------------------------------------
Michael Bathon, substituting for Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reports that Mt. Gox Co., the
bankrupt Bitcoin exchange, allowed customers to continue trading
the virtual currency for more than two weeks after discovering it
had lost "hundreds of thousands" of Bitcoins.

According to the report, the company halted all withdrawals on
Feb. 7 upon finding it had lost Bitcoins owned by customers and
itself. Trading continued until Feb. 24, when an internal
investigation put the number of lost Bitcoins at 744,408, Chief
Executive Officer Mark Karpeles said in a sworn statement filed in
U.S. Bankruptcy Court in Dallas on March 9.

"These events caused among others Mt. Gox to become insolvent,"
Karpeles said in the statement, the report related.

                         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.


NII HOLDINGS: PWC Approves SEC Disclosure About Dismissal
---------------------------------------------------------
PricewaterhouseCoopers LLP delivered to the U.S. Securities and
Exchange Commission a letter dated March 4, 2014, stating the
following:

   "We have read the statements made by NII Holdings, Inc. (copy
    attached), which was filed with the Securities and Exchange
    Commission, pursuant to Item 4.01 of Form 8-K, as part of the
    Form 8-K of NII Holdings, Inc. dated March 1, 2014.  We agree
    with the statements concerning our Firm in such Form 8-K."

On March 1, 2014, the Audit Committee of the Board of Directors
of NII Holdings dismissed PricewaterhouseCoopers as the Company's
independent registered public accounting firm.
On March 2, 2014, PwC was notified of this decision.

On March 1, 2014, the Audit Committee appointed KPMG LLP as the
Company's independent registered public accounting firm for the
fiscal year ending Dec 31, 2014.  KPMG LLP had accepted its
appointment on March 5, 2014.

                         About NII Holdings

With headquarters in Reston, Virginia, NII Holdings is an
international wireless operator with more than 7 million largely
post-pay, business subscribers.

                             *   *    *

As reported by the TCR on March 5, 2014, Standard & Poor's Ratings
Services lowered its corporate credit rating on Reston, Va.-based
wireless carrier NII Holdings Inc. (NII) to 'CCC' from 'CCC+'.
"The downgrade follows the company's poor fourth-quarter 2013
results that were below our expectations, and its disclosure that
its auditors have uncertainty about the company's ability to
continue as a going concern," said Standard & Poor's credit
analyst Allyn Arden.

The TCR also reported on March 5, 2014, that Moody's Investors
Service downgraded the corporate family rating (CFR) of NII
Holdings Inc. ("NII" or "the company") to Caa1 from B3.  The
downgrade reflects the company's poor 2013 operating performance
and the risk that the company will violate the covenants governing
its Mexican and Brazilian subsidiary debt, which could trigger an
event of default for up to $4.4 billion of debt issued by
intermediate holding companies NII Capital Corp. and NII
International Telecom S.C.A.


NEONODE INC: Reports $13.1 Million 2013 Net Loss
------------------------------------------------
Neonode Inc. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$13.08 million on $3.71 million of net revenues for the year ended
Dec. 31, 2013, as compared with a net loss of $9.28 million on
$7.13 million of net revenues in 2012.  The Company had a net loss
of $17.14 million in 2011.

The Company's balance sheet at Dec. 31, 2013, showed $11.47
million in total assets, $5.12 million in total liabilities and
$6.34 million in total stockholders' equity.

"I am excited to announce that we received Microsoft Windows 8
Certification for our multi-touch PC solutions, which has opened
the floodgates for Tier-One PC design opportunities.  With our
solution's superior performance, low-cost, and easy high-yield
manufacturing, we expect to garner incremental Tier One licenses
and wins in the near term," said Neonode CEO Thomas Eriksson.

"In addition, during 4Q our flagship Tier-One printer customer
commenced mass production of its new mainstream printers that
integrate our touch technology," Mr. Eriksson continued.  "We
expect this bellwether OEM, who keeps expanding our relationship,
will have new Neonode-driven printers on retail shelves in the
very near term, which in turn should accelerate our engagements
with the remaining Tier One printers OEMs."

"Finally, we recently signed a new contract with a Tier One
eReader OEM, which should help us recapture the market share that
was lost over the last year," concluded Mr. Eriksson.

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

                        http://is.gd/7skqUP

                         About Neonode Inc.

Lafayette, Calif.-based Neonode Inc. (OTC BB: NEON)
-- http://www.neonode.com/-- provides optical touch screen
solutions for hand-held and small to midsize devices.


NNN 123: Plan Exclusivity Period Extended Until May 4
-----------------------------------------------------
The Hon. Jack B. Schmetterer of the U.S. Bankruptcy Court for the
Northern District of Illinois extended the exclusive periods of
NNN 123 North Wacker, LLC, et al., to:

  a) file a proposed Chapter 11 plan until May 4, 2014; and

  b) solicit acceptances of that plan through and until
     July 1, 2014.

As reported in the Troubled Company Reporter on Feb. 5, 2014, NNN
123 North Wacker 1 LLC and the other tenants, who own more than
86% of the property that constitutes the only significant asset of
Debtors, objected to the Debtors' extension request, alleging that
the Debtors' bankruptcy case was filed in bad faith and without
proper consent.

The Debtors related they have made significant progress in
negotiations with the lenders, and they need additional time to
conclude those discussions in relation to the plan and the
explanatory disclosure statement.

The Debtors have proposed these extensions:

  Deadline                    Current Date      Proposed Date
  --------                    ------------      -------------
  Plan Exclusivity Deadline      Feb. 3             May 4
  Solicitation Deadline          April 25           July 1
  Plan Filing                    Feb. 6             May 4
  Plan Status Hearing            Feb. 18         Week of May 19
  General Claims Objection
     Deadline                    Feb. 3             April 14

                  About NNN 123 North Wacker, LLC

NNN 123 North Wacker, LLC, filed a Chapter 11 petition (Bankr.
N.D. Ill. Case No. 13-39210) on Oct. 4, 2013 in Chicago,
represented by Andrea Johnson Frost, Esq., at Kaye Scholer LLC, as
counsel.  The Debtor disclosed total assets of $24.95 million and
total liabilities of $135.47 million in its Schedules.

Another entity, NNN 123 North Wacker Member LLC, sought
Chapter 11 protection (Case No. 13-39240) on the same day.


NOBLE LOGISTICS: Seeks to Sell Assets to Gladstone Unit for $14.5M
------------------------------------------------------------------
Noble Logistics, Inc., et al., seek authority from the U.S.
Bankruptcy Court for the District of Delaware to sell all or
substantially all of their assets to NDLI Acquisition Inc., an
entity affiliated with Gladstone Investment Corporation, the
holder of approximately $15 million in secured debt, pursuant to
an asset purchase agreement, or other bidder that the Debtors
determine to be the successful bidder the conclusion of an auction
proposed to be conducted on May 6, 2014.

The Asset Purchase Agreement provides for a purchase price of
$14.5 million, plus cure amounts.  The Debtors said the purchase
price is likely to be paid by a combination of credit bidding,
cash and assumption of liabilities.

The Debtors are requesting a deadline for submission of bids on or
before May 2, 2014, so that if the Debtors receive two or more
bids, an auction will be conducted at the offices of DLA Piper LLP
(US), in New York.  The Debtors request that a sale hearing take
place no later than May 9.

The Debtors also ask the Court's authority 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, if (a) the Court approves an Alternative Transaction
with a Qualified Bidder other than the Proposed Purchaser and (b)
the Debtors consummate that Alternative Transaction.

The Debtors are represented by Gregg M. Galardi, Esq., at DLA
PIPER LLP (US), in Wilmington, Delaware; and Emily A. Battersby,
Esq., at DLA PIPER LLP (US), in New York.

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.


NOVELIS INC: Moody's Puts 'B1' CFR on Review for Downgrade
----------------------------------------------------------
Moody's Investors Service place Novelis Inc's B1 corporate family
rating, B1-PD probability of default rating, Ba2 senior secured
term loan rating and B2 senior unsecured ratings under review for
possible downgrade. The speculative grade liquidity rating is
unchanged at SGL-3.

On Review for Possible Downgrade:

Issuer: Novelis Inc.

Probability of Default Rating, Placed on Review for Possible
Downgrade, currently B1-PD

Corporate Family Rating, Placed on Review for Possible
Downgrade, currently B1

Senior Secured Bank Credit Facility Mar 10, 2017, Placed on
Review for Possible Downgrade, currently Ba2

Senior Unsecured Regular Bond/Debenture Dec 15, 2017, Placed on
Review for Possible Downgrade, currently B2

Senior Unsecured Regular Bond/Debenture Dec 15, 2020, Placed on
Review for Possible Downgrade, currently B2

Outlook Actions:

Issuer: Novelis Inc.

Outlook, Changed To Rating Under Review From Stable

Ratings Rationale

The review for downgrade results from the continued weak
performance of Novelis, which has resulted in a deterioration of
debt protection metrics, as evidenced by a contraction in the
EBIT/interest ratio to 1.7x for the twelve months ended December
31, 2013 and an increasing leverage position as evidenced by the
debt/EBITDA ratio worsening to 6.9x for the comparable twelve
month period from 5.6x for the fiscal year ended March 31, 2013.
This reflects both a lower EBITDA level as well as increased
levels of debt outstanding. Despite an improving shipment profile
(shipments were up approximately 2.6% for the nine months through
December 31, 2013 relative to the comparable 2012 period),
headwinds facing the aluminum industry, weakness in the North
American beverage can market together with increased
competitiveness in the Asian markets, principally from China,
continue to exert downward pressure on earnings and margins. In
addition, the company continues to have relatively high capital
expenditures as it continues its strategic investments in
automotive sheet finishing capacity to meet increasing demand for
aluminum content from the automotive industry.

The review will focus on the outlook for shipments and conversion
premiums within the company's geographic operating regions, the
ability to contain or reduce costs and planned capital expenditure
levels. In addition the review will focus on the time horizon over
which improved performance, due to the benefit of higher value
added automotive business, will be realized.

The principal methodology used in this rating was the Global Steel
Industry published in October 2012. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

Headquartered in Atlanta, Georgia, Novelis is the world's largest
producer of aluminum rolled products. The company operates through
four segments: North America Europe Asia and South America While
Novelis sells into a number of end markets, the company ships a
meaningful level to the can sheet market with the most of the
balance of production going to the electronics and high-end
specialties markets and automotive markets During the twelve
months ended December 31, 2013, Novelis generated approximately
$9.8 billion of revenues and shipped approximately 2.8 million
metric tons of rolled aluminum.


NUVILEX INC: Fully Pays Licensing Obligations to Austrianova
------------------------------------------------------------
Effective June 25, 2013, Nuvilex Inc. entered into a Licensing
Agreement with Austrianova Singapore Pte. Ltd. pursuant to which
the Company acquired the exclusive, worldwide license to use:

   (i) the cellulose-based live-cell encapsulation technology of
       Austrianova, known as "Cell-in-a-Box," for the treatment of
       diabetes; and

  (ii) the "Cell-In-A-Box" trademark of Austrianova.

Pursuant to the Licensing Agreement, the Company was required to
pay $1 million to Austrianova Singapore on Oct. 31, 2013.  That
payment was made on Oct. 30, 2013.

A second payment of $1 million is required to be paid to
Austrianova by April 30, 2014, in order to retain Nuvilex's
exclusive worldwide license to use the "Cell-in-a-Box" technology
for the development of treatments for diabetes.  On Feb. 25, 2014,
the Company made the second required payment to Austrianova,
thereby fulfilling all financial obligations required to be met by
the Company under the Licensing Agreement.

                         About Nuvilex Inc.

Silver Spring, Md.-based Nuvilex, Inc.'s current strategy is to
focus on developing and marketing products designed to improve the
health and well-being of those who use them.

Nuvilex incurred a net loss of $1.59 million on $12,160 of product
sales for the 12 months ended April 30, 2013, as compared with a
net loss of $1.89 million on $66,558 of total revenue during the
prior year.

The Company's balance sheet at Oct. 31, 2013, showed $4.59 million
in total assets, $990,967 in total liabilities and $3.60 million
in total stockholders' equity.

Robison, Hill & Co., in Salt Lake City, Utah, issued a "going
concern" qualification on the consolidated financial statements
for the year ended April 30, 2013.  The independent auditors noted
that the Company has suffered recurring losses from operations
which raises substantial doubt about its ability to continue as a
going concern.


OVERSEAS SHIPHOLDING: Sues Proskauer for $450M Over Tax Advice
--------------------------------------------------------------
Michael Bathon, substituting for Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reports that Overseas Shipholding
Group Inc., the bankrupt tanker operator, sued law firm Proskauer
Rose LLP claiming it suffered hundreds of million in tax
liabilities and other damages because of faulty advice and shoddy
work on credit facilities.

According to the report, the complaint filed on March 11 in New
York State Supreme Court seeking at least $450 million follows a
lawsuit the shipper filed against Proskauer in November in
bankruptcy court in Wilmington, Delaware, where it is
reorganizing. U.S. Bankruptcy Judge Peter J. Walsh refrained from
ruling on OSG's lawsuit in bankruptcy, known as an adversary
proceeding.

OSG claims that Proskauer erred in crafting the language of its
credit agreements starting in 2000, resulting in foreign
subsidiaries becoming liable for the parent's debt and the income
of those units becoming taxable, the report related.

The change to a "joint and several" structure under the credit
agreements "was a colossal blunder on the part of Proskauer," OSG
said in the complaint, the report cited.  The shipper accused the
law firm of compounding the problem by trying to cover up its past
mistakes.

                    About Overseas Shipholding

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

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

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

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


PACIFIC STEEL: Has Interim Authority to Use Cash Collateral
-----------------------------------------------------------
Judge Roger L. Efremsky of the U.S. Bankruptcy Court for the
Northern District of California, Oakland Division, gave Pacific
Steel Casting Company and Berkeley Properties, LLC, interim
approval to use cash collateral securing their prepetition
indebtedness and provide adequate protection to Wells Fargo Bank,
N.A., as prepetition lender.

PSC and BP are authorized to use a total of $6,287,000 of the cash
collateral of WFB from cash on hand, collections of accounts
receivable, sales and rents collected from operations through
April 2, 2014, the date of the continued preliminary and/or final
hearing.  PSC and BP are authorized to make an adequate protection
payment to WFB from cash collateral of approximately $40,000.

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

Pacific Steel makes carbon, low-alloy and stainless steel castings
for U.S. and international customers, largely for heavy-duty
trucks and construction equipment.


PACIFIC STEEL: Seeks Authority to Obtain $8.5-Mil. in DIP Loans
---------------------------------------------------------------
Pacific Steel Casting Company and Berkeley Properties, LLC, seek
authority from the U.S. Bankruptcy Court for the Northern District
of California, Oakland Division, seek authority to borrow the sum
of $8.5 million from Siena Lending Group for purposes of allowing
the Debtors to repay existing secured indebtedness owed to Wells
Fargo Bank, N.A., as well as providing the Debtors with operating
capital.

The Debtors also seek authority to grant Siena with a senior
security interest in the Debtors' assets and a superpriority
administrative expense claim, as well as modifies the automatic
stay and provides related relief.

The initial disbursement under the DIP Credit Agreement will be
used to repay Wells Fargo the sum of (a) approximately $2,671,510
as the principal balance on the term loan between the Debtors and
Wells Fargo, and (b) approximately $1,450,000 as the principal
balance on the revolving line of credit between the Debtors and
Wells Fargo, plus accrued but unpaid interest together with
required fees and expenses on both Wells Fargo loans.

The interest rate under the DIP Credit Agreement is: (a) with
respect to M&E Revolving Loans, 6.0% per annum in excess of the
Base Rate, and (b) with respect to all other Revolving Loans, 4.5%
per annum in excess of the Base Rate.

The DIP Credit Agreement is scheduled to mature on the earlier of
(i) December 17, 2014, (ii) the effective date of a Reorganization
Plan that has been confirmed by an order of the Bankruptcy Court,
(iii) the closing of an Approved Sale, (iv) the date of the
conversion of the Case to a case under Chapter 7 of the Bankruptcy
Code, (v) the date of the dismissal of the Case, and (vi) 25 days
after the Petition Date if the Final order has not been entered as
of that date, however, the DIP Credit Agreement provides that the
Debtors may at their option request up to two extensions of up to
three months each of the maturity date from Siena under certain
terms and conditions including the payment of a Renewal Fee of
$42,500 to Siena.

Under the DIP Loans, the Debtors are required to have obtained an
order from the Bankruptcy Court approving the bidding procedures
on or before the earlier of May 30, 2014, and have conducted an
auction by June 20.  The Debtors are also required to obtain court
order for an approved sale to the successful bidder on or before
June 24.

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

Pacific Steel makes carbon, low-alloy and stainless steel castings
for U.S. and international customers, largely for heavy-duty
trucks and construction equipment.


PACIFIC STEEL: Chuck Bridges Designated as Ch. 11 Representative
----------------------------------------------------------------
Judge Roger L. Efremsky of the U.S. Bankruptcy Court for the
Northern District of California, Oakland Division, authorized
Pacific Steel Casting Company to designate Chuck Bridges, vice
president and chief financial officer of the Debtor, as the
individual responsible for the duties and obligations of the
Debtor during the pendency of the Chapter 11 proceeding and the
individual designated to represent the Debtor.

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

Pacific Steel makes carbon, low-alloy and stainless steel castings
for U.S. and international customers, largely for heavy-duty
trucks and construction equipment.


PACIFIC STEEL: Seeks to Employ Binder & Malter as Counsel
---------------------------------------------------------
Pacific Steel Casting Company seeks authority from the U.S.
Bankruptcy Court for the Northern District of California, Oakland
Division, to employ Binder & Malter, LLP, as counsel.

Michael W. Malter, Esq., a senior partner with the law firm Binder
& Malter, LLP, assures the Court that his firm does not hold or
represent any interest adverse to PSC or its estate.  Binder &
Malter, LLP also represents Berkeley Properties, LLC.  As part of
its investigation into the financial transactions of PSC and BP,
it was revealed that PSC leased property from BP and paid a
monthly rent.  From time to time, as needed by PSC, BP would then
transfer the funds collected back to BP.  Those transactions were
recorded as an intercompany receivable on BP's books and as an
intercompany payable on PSC's books.  The last of these
transactions occurred on March 5, 2014, when BP made a transfer of
$550,000 to PSC.  These transactions do not present a conflict of
interest which would preclude the appointment of Binder & Malter,
as bankruptcy counsel to PSC and BP, Mr. Malter says.  Binder &
Malter LLP is not aware of any inter-company payables or
receivables at the time of filing the bankruptcy petitions, other
than the on-going lease agreement between PSC and BP.  Moreover,
as an additional measure, notwithstanding the absence of any known
conflicts of interest, PSC and BP have both executed a waiver of
any potential or unknown conflicts of interest that might arise
due to Binder & Malter LLP's dual representation of both Debtors.

Mr. Malter relates that PSC initially engaged his firm for
bankruptcy analysis on or about August 2, 2013.  On August 2,
2013, Binder & Malter received payment of $20,000 from a third
party; Tri-Pacific, Inc., the majority shareholder of PSC, holding
approximately 82% of common stock of PSC.  On October 14, 2013,
PSC executed an Attorney-Client Fee Agreement for bankruptcy
analysis effective as of July 29, 2013.  Subsequent payments of
$9,416 and $9,073 were paid to Binder & Malter by BP on November
15, 2013 and January 7, 2014 respectively on account of services
rendered to PSC and Berkeley Properties, LLC.

On March 7, 2014, the firm received payment of a $450,000 retainer
from PSC by wire transfer. From the retainer of $450,000 the total
sum of $272,870 was utilized for bankruptcy analysis, sale
negotiations, creditor negotiations and other pre-bankruptcy
services. Two chapter 11 filing fees of $1,213 each totaling
$2,426.00 were also paid from the retainer, leaving a retainer
balance of $188,193 for PSC and a separate retainer balance of
$25,000 for BP as and for their respective Chapter 11 retainers.

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

Pacific Steel makes carbon, low-alloy and stainless steel castings
for U.S. and international customers, largely for heavy-duty
trucks and construction equipment.


PENDRAGON PLC: S&P Revises Outlook to Pos. & Affirms 'B+' CCR
-------------------------------------------------------------
Standard & Poor's Rating Services said that it revised its outlook
on U.K.-based auto retailer Pendragon PLC to positive from stable.

At the same time, S&P affirmed its 'B+' long-term corporate credit
rating on Pendragon.  S&P also affirmed its issue ratings on the
company's debt.

The outlook revision reflects S&P's expectation that the
improvement in Pendragon's cash flow profile and credit measures
is sustainable over the next 24 months.  This is due in large part
to the signs of a cyclical upturn in the U.K. auto retail market,
which should allow Pendragon to improve its earnings conversion
into cash, through making use of its leadership position in both
premium and mass-market segments.  The refinancing that the
company completed in April 2013 also contributed to an improvement
in the company's credit metrics, and allowed Pendragon to decrease
its reported financial debt by GBP90 million year-on-year as of
Dec. 31, 2013.

The U.K. car retail market grew by 9.4% in 2013, following growth
of 5% in 2012.  LMC Automotive, the industry data agency,
forecasts that this trend will continue over the next few years,
albeit at a slower pace (2.3% in 2014 and 1.1% in 2015).  As new
vehicle sales continue to increase year-on-year, this should
expand the on-road population of used cars up to three years old,
the segment that generates most of Pendragon's aftermarket
business.  The aftermarket segment is characterized by
significantly higher margins than motor sales and S&P considers
that its expansion should allow Pendragon to keep steady
profitability and a stable cash conversion rate, resulting in
positive free operating cash flow (FOCF) generation.

"We continue to assess Pendragon's business risk profile as
"weak," as our criteria define the term.  This assessment
incorporates our view of the global auto retailers industry's
"intermediate" risk and "very low" country risk.  We assess
Pendragon's competitive position as "weak," reflecting its
exposure to cyclical automotive end markets and its relatively
weak bargaining power with the automakers, owing to the company's
heavy dependence on a few automakers in a fragmented auto retail
industry.  At the same time, we believe that Pendragon's leading
position in the U.K. market and brand-diversified revenue stream
helps to mitigate the group's historically average profitability
and the relatively high volatility of its earnings compared with
other rated auto retailers," S&P said.

"We assess Pendragon's financial risk profile as "aggressive,"
reflecting the company's relatively high interest burden and the
significant impact of operating lease adjustments on debt and
interest levels.  As of Dec. 31, 2013, Pendragon's debt was about
GBP612 million on a fully Standard & Poor's-adjusted basis.  We
include in our measure of debt about GBP33 million of unfunded
pension liabilities, which the company reported as of Dec. 31,
2013, and an operating lease adjustment of about GBP381 million.
We do not adjust for stock financing lines.  Likewise, we do not
net any cash from the group's reported debt, in line with our
criteria for the issuers with a "weak" business risk assessment,"
S&P added.

S&P's base case for Pendragon assumes:

   -- U.K. GDP growth at 2.3% in 2014 and 2% in 2015.

   -- Sales to grow at a mid-single-digit rate over the next three
      years, underpinned by LMC Automotive and SMMT forecasts for
      the U.K. auto market.

   -- The group's gross margin remaining flat at about 13% in 2014
      and 2015.

   -- Capital expenditures (capex) of GBP60 million-GBP75 million
      per year.  This includes some expansionary spending on new
      site construction and investment in compliance with the OEM
      (original equipment manufacturer) standards.

   -- No major acquisitions, divestitures, or increases in
      shareholder payments.

Based on these assumptions, S&P arrives at the following credit
measures:

   -- Funds from operations (FFO) to debt of 13%-15% over the next
      three years, compared with 13.8% in 2013.

   -- Debt to EBITDA of 4x in 2014-2016, compared with 4.1x last
      year.

   -- EBITDA-to-interest coverage of about 2.5x in 2014-2016,
      compared with 2.4 in 2013.

S&P views Pendragon's liquidity as "adequate" under its criteria.
This assessment reflects S&P's view of the comfortable cash
balances Pendragon maintains and the company's long-dated debt-
maturity profile.

S&P anticipates that the liquidity coverage ratio under its
criteria will comfortably exceed 1.2x in the next 12 months.

S&P estimates Pendragon's sources of liquidity over the next 12
months as follows:

   -- Cash and cash equivalents of GBP58 million as of Dec. 31,
      2013;

   -- Undrawn credit lines amounting to GBP120 million as of
      Dec. 31, 2013;

   -- FFO of approximately GBP80 million-GBP90 million per year;
      And

   -- Proceeds from routine asset sales of about GBP50 million-
      GBP60 million, in line with historical levels.

Over the same period, S&P estimates Pendragon's uses of liquidity
as follows:

   -- Gross capex of about GBP60 million-GBP75 million;

   -- Up to GBP40 million per year for the purchase of contract
      hire vehicles, in line with historical levels;

   -- Dividend payments of about GBP9 million in 2014, growing in
      line with net profit thereafter; and

   -- Working capital investment of up to GBP100 million at peak
      times of the year.

The positive outlook reflects S&P's view that there is at least a
one-in-three chance of S&P raising its rating on Pendragon in the
next 12 months.

S&P would raise the rating on Pendragon if its performance does
not materially diverge from its expectation of modest year-on-year
growth in earnings in 2014, as S&P believes that Pendragon's
leadership positions in the premium and mass market segments
should allow it to benefit from an ongoing upturn in the U.K. auto
market.

S&P would consider an EBITDA-to-debt ratio of about 4x, FFO-to-
debt ratio of comfortably more than 12%, and EBITDA-to-interest
coverage ratio of about 2.5x as commensurate with a higher rating.
S&P would also need to see positive FOCF and an uninterrupted
track record of steady operating performance, with an EBITDA
margin of at least 3.5%, before raising the rating.

S&P could revise the outlook to stable if Pendragon's credit
metrics were to decline--specifically, if adjusted debt to EBITDA
were to deteriorate to more than 4x, the FFO-to-debt ratio were to
fall to about 12%, EBITDA to interest coverage were to stay close
to 2x, or if the company failed to generate positive FOCF in 2014.
This could happen because of worse-than-anticipated conditions in
the U.K. new and used auto end markets, weakness in aftersales
segment, or adverse conditions in the finance markets leading to a
fall in the residual values of the cars.


PHI GROUP: Incurs $134,000 Loss in March 31, 2012 Quarter
---------------------------------------------------------
PHI Group Inc. filed with the U.S. Securities and Exchange
Commission on March 5, 2014, its quarterly report for the period
ended March 31, 2012.  The late-filed Form 10-Q disclosed a net
loss of $134,218 on $180,000 of consulting and advisory fee income
for the three months ended March 31, 2012, as compared with a net
loss of $284,281 on $6,000 of consulting and advisory fee income
for the same period in 2011.

For the nine months ended March 31, 2012, the Company reported a
net loss of $324,282 on $570,000 of consulting and advisory fee
income as compared with a net loss of $658,047 on $359,317 of
consulting and advisory fee income for the same period in 2011.

As of March 31, 2012, the Company had $2.49 million in total
assets, $10.19 million in total liabilities, all current, and a
$7.70 million total stockholders' deficit.

A copy of the Form 10-Q, as amended, is available for free at:

                       http://is.gd/6q2Rj8

                         About PHI Group

Huntington Beach, Cal.-based PHI Group, Inc., through its wholly
owned and majority-owned subsidiaries, is engaged in a number of
business activities, the scope of which includes consulting and
merger and acquisition advisory services, real estate and
hospitality development, mining, natural resources, energy, and
investing in special situations.  The Company invests in various
business opportunities within its chosen scope of business,
provides financial consultancy and M&A advisory services to U.S.
and foreign companies, and acquires selective target companies
under special situations to create additional long-term value for
its shareholders.

In its auditors' report accompanying the consolidated financial
statements for the fiscal year ended June 30, 2011, Dave Banerjee
CPA, in Woodland Hills, Cal., expressed substantial doubt about
PHI Group's ability to continue as a going concern.  The
independent auditors noted that the Company has accumulated
deficit of $28,177,788 and net loss amounting $1,178,297 for the
year ended June 30, 2011.


PHOENIX CMI: Case Summary and Unsecured Creditor
------------------------------------------------
Debtor: Phoenix CMI LLC
        8201 Santa Fe Ave.
        Huntington Park, CA 90215

Case No.: 14-15519

Chapter 11 Petition Date: March 23, 2014

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

Debtor's Counsel: Joon M Khang, Esq.
                  KHANG & KHANG LLP
                  18101 Von Karman Ave 3rd Fl
                  Irvine, CA 92612
                  Tel: 949-419-3834
                  Fax: 949-419-3835
                  Email: joon@khanglaw.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Jong Uk Byun, manager.

The Debtor listed VFC Partners 7 LLC as its largest unsecured
creditor holding a claim of $1,474,307.  The creditor can be
reached at:

        Mark E. Barker, Esq.
        Jennings, Haug &
        Cunningham, L.L.P
        2800 N. Central Ave., Suite, 1800
        Phoenix, AZ 85004


PLUG POWER: Offering $22.4 Million Common Shares
------------------------------------------------
Plug Power Inc. has priced an underwritten registered offering of
3,902,440 shares of its common stock.  The shares will be sold at
a price to the public of $5.74 per share for gross proceeds of
approximately $22.4 million.  The shares were placed with a single
institutional investor.

Cowen and Company, LLC, is acting as the sole underwriter for the
offering.

Net proceeds, after underwriting discounts and commissions and
other estimated fees and expenses payable by Plug Power, will be
approximately $21.5 million.

Plug Power intends to use the net proceeds of the offering for
working capital and other general corporate purposes including,
capital expenditures.

                          About Plug Power

Plug Power Inc. is a provider of alternative energy technology
focused on the design, development, commercialization and
manufacture of fuel cell systems for the industrial off-road
(forklift or material handling) market.

KPMG LLP, in Albany, New York, expressed substantial doubt about
Plug Power's ability to continue as a going concern, following
their audit of the Company's financial statements for the year
ended Dec. 31, 2012, citing the Company's recurring losses from
operations and substantial decline in working capital.

As of Sept. 30, 2013, the Company had $40.03 million in total
assets, $35.36 million in total liabilities, $2.45 million in
series C redeemable convertible preferred stock, and $2.21 million
in total stockholders' equity.

                         Bankruptcy Warning

"Our cash requirements relate primarily to working capital needed
to operate and grow our business, including funding operating
expenses, growth in inventory to support both shipments of new
units and servicing the installed base, and continued development
and expansion of our products.  Our ability to meet our future
liquidity needs, capital requirements, and to achieve
profitability will depend upon numerous factors, including the
timing and quantity of product orders and shipments; the timing
and amount of our operating expenses; the timing and costs of
working capital needs; the timing and costs of building a sales
base; the timing and costs of developing marketing and
distribution channels; the timing and costs of product service
requirements; the timing and costs of hiring and training product
staff; the extent to which our products gain market acceptance;
the timing and costs of product development and introductions; the
extent of our ongoing and any new research and development
programs; and changes in our strategy or our planned activities.
If we are unable to fund our operations without additional
external financing and therefore cannot sustain future operations,
we may be required to delay, reduce and/or cease our operations
and/or seek bankruptcy protection," the Company said in its
quarterly report for the period ended Sept. 30, 2013.


PRESSURE BIOSCIENCES: Obtains $630,380 From Private Placement
-------------------------------------------------------------
Pressure BioSciences, Inc., entered into a securities purchase
agreement with various accredited investors pursuant to which the
Company sold an aggregate of 1,854 units for a purchase price of
$340.00 per unit, or an aggregate Purchase Price of $630,360.
This is the third tranche of a $1.5 million private placement
previously disclosed by the Company in its Current Report on Form
8-K filed with the Securities and Exchange Commission on Dec. 12,
2013.  The Purchasers in the third tranche of the Private
Placement consisted of certain existing and new investors in the
Company.

The Private Placement was originally expected to raise $1.5
million and close on or before Jan. 31, 2014.  On Jan. 29, 2014,
the Company's Board of Directors voted to increase the
subscription amount of the Private Placement by $718,750.  The
Board of Directors also voted to extend the Private Placement
until Feb. 28, 2014.  On Feb. 28, 2014, the Company's Board of
Directors voted to increase the subscription amount once again to
a total of $3.5 million and extended the closing to April 4, 2014.
Together with the initial tranche of $1,000,000 that closed on
Dec. 12, 2013, and the second tranche of $1,218,750 that closed
Jan. 29, 2014, the total consideration received by the Company in
the Private Placement is $2,849,110, which is comprised of
$2,028,404 in cash and $820,706 from the conversion of outstanding
indebtedness and Board of Director fees.  One or more additional
tranches in the Private Placement may close on or before April 4,
2014.

Each unit purchased in the third tranche consists of (i) one share
of Series K Convertible Preferred Stock, par value $0.01 per
share, convertible into 1,000 shares of the Company's common
stock, par value $0.01 per share and (ii) a warrant to purchase
500 shares of Common Stock at an exercise price equal to $0.425
per share, with a term expiring on Feb. 28, 2017.

Additional information is available for free at:

                         http://is.gd/aM5J6O

                    About Pressure Biosciences

Pressure BioSciences, Inc., headquartered in South Easton,
Massachusetts, holds 14 United States and 10 foreign patents
covering multiple applications of pressure cycling technology in
the life sciences field.

Pressure Biosciences disclosed a net loss applicable to common
shareholders of $4.40 million on $1.23 million of total revenue
for the year ended Dec. 31, 2012, as compared with a net loss
applicable to common shareholders of $5.10 million on $987,729 of
total revenue for the year ended Dec. 31, 2011.

The Company's balance sheet at Sept. 30, 2013, showed $1.29
million in total assets, $2.96 million in total liabilities and a
$1.67 million total stockholders' deficit.

Marcum LLP, in Boston, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has had recurring net losses and continues to
experience negative cash flows from operations.  These conditions
raise substantial doubt about its ability to continue as a going
concern.


PRIME TIME INT'L: Schedules Filing Date Extended to April 29
------------------------------------------------------------
Judge Sarah S. Curley of the U.S. Bankruptcy Court for the
District of Arizona extended the deadline for Prime Time
International Company, et al., to file their schedules of assets
and liabilities and statements of financial affairs until
April 29, 2014.

                  About Prime Time International

Prime Time International Company, formerly known as Single Stick
Inc., manufactures and distributes cigarettes and little cigars.
PTIC has two wholly-owned subsidiaries: USA Tobacco, which
distributes PTIC's products, and 21st Century Brands, LLC, which
distributes non-tobacco consumer products.

Annual sales are $40 million and the company's products are in
100,000 convenience stores in North America.  The company has
direct accounts with each of the top 25 largest convenience store
distributors in the United States.

Prime Time and its two subsidiaries sought Chapter 11 bankruptcy
protection (Bankr. D. Ariz. Lead Case No. 14-03518) in Phoenix on
March 15, 2014.

The meeting of creditors is slated for April 15, 2014.

The Debtors have tapped Greenberg Traurig as attorneys, Odyssey
Capital Group, LLC, as financial advisors, and Schian Walker,
P.L.C., as conflicts counsel.

The Debtors disclosed $26.78 million in total assets and
$23.37 million in total liabilities as of Jan. 31, 2014.


PRIME TIME INT'L: Has Interim OK to Pay Critical Vendor Claims
--------------------------------------------------------------
Judge Sarah S. Curley of the U.S. Bankruptcy Court for District of
Arizona gave Prime Time International Company, et al., interim
authority to pay all critical vendor claims, provided that the
payment on account of the Critical Vendor's Claims will not exceed
$72,000.  A final status hearing will be held on April 9, 2014, at
2:30 p.m.

                  About Prime Time International

Prime Time International Company, formerly known as Single Stick
Inc., manufactures and distributes cigarettes and little cigars.
PTIC has two wholly-owned subsidiaries: USA Tobacco, which
distributes PTIC's products, and 21st Century Brands, LLC, which
distributes non-tobacco consumer products.

Annual sales are $40 million and the company's products are in
100,000 convenience stores in North America.  The company has
direct accounts with each of the top 25 largest convenience store
distributors in the United States.

Prime Time and its two subsidiaries sought Chapter 11 bankruptcy
protection (Bankr. D. Ariz. Lead Case No. 14-03518) in Phoenix on
March 15, 2014.

The meeting of creditors is slated for April 15, 2014.

The Debtors have tapped Greenberg Traurig as attorneys, Odyssey
Capital Group, LLC, as financial advisors, and Schian Walker,
P.L.C., as conflicts counsel.

The Debtors disclosed $26.78 million in total assets and
$23.37 million in total liabilities as of Jan. 31, 2014.


PROVISION HOLDING: Unit Inks Int'l Distributor Pact with AOTEX
--------------------------------------------------------------
Provision Interactive Technologies, Inc., the operating subsidiary
of Provision Holding, Inc., entered into an International
Distributor Agreement with AOTEX SARL on Nov. 1, 2013.  Pursuant
to the Agreement, AOTEX will have the exclusive right to market
and sell PITI products in the Middle East, specifically within the
countries located in the GCC (Gulf Cooperation Council), which
Agreement includes consideration and performance requirements.
The term of the Agreement is three years, with an option to extend
the Agreement by an additional term of three years.

                      About Provision Holding

Based in Chatsworth, Calif., Provision Holding, Inc., is focused
on the development and distribution of its patented three-
dimensional, holographic interactive displays focused at grabbing
and holding consumer attention particularly and initially in the
advertising and product merchandising markets.

The Company's balance sheet at March 31, 2011, showed
$1.16 million in total assets, $6.06 million in total liabilities
and a $4.89 million total stockholders' deficit.

As reported in the Troubled Company Reporter on Nov. 23, 2010,
Farber Hass Hurley LLP, in Camarillo, California, expressed
substantial doubt about Provision Holding, Inc.'s ability to
continue as a going concern, following the Company's fiscal year
ended June 30, 2010.  The independent auditors noted that the
Company has incurred significant losses in 2010 and 2009 and has
negative working capital of $4.3 million.


PULTEGROUP INC: S&P Raises CCR to 'BB+' on Stronger Credit Metrics
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on
PulteGroup Inc., including the corporate credit rating and issue-
level ratings on the company's debt, to 'BB+' from 'BB'.  S&P's
recovery rating on the company's unsecured senior notes is '3',
indicating its expectations for a meaningful (50% to 70%) recovery
in the event of a payment default.  The rating action affects
about $1.8 billion of rated unsecured debt.

"The upgrade reflects the company's outperformance relative to our
prior expectations, notably leverage and coverage metrics, as a
result of strengthened margins and overall operating profit,
coupled with debt reductions," said Standard & Poor's credit
analyst George Skoufis.  PulteGroup repaid $460 million of debt in
2013, and will repay another $245 million by the end of the first
quarter, all with cash on hand. Improved profitability and lower
debt levels have resulted in stronger EBITDA-based credit metrics.
S&P has revised its assessment of PulteGroup's financial risk
profile to "intermediate" from "significant".

S&P's rating on PulteGroup incorporates its view of "fair"
business risk and "intermediate" financial risk profile
assessments for the company.

"In our view, PulteGroup's geographic and product diversity and
more profitable platform provides support for the homebuilder's
"fair" business risk profile.  PulteGroup's platform is spread
across 48 markets located in 27 states and offers products and
price points through three distinct brands that target diverse
consumer segments.  PulteGroup also owns a large supply of land in
some attractive regions that should help the company meet growing
housing demand, with particular recent strength in the move-up and
active adult segments that accounted for 85% of 2013 home
closings.  We believe PulteGroup's large scale also enables the
homebuilder to better manage its overhead.  This, in combination
with strengthened adjusted gross margins (25.4% compared with
21.1% in 2012) has resulted in a stronger EBITDA margin and one
that is among the highest relative to its peers," S&P said.

The stable outlook reflects S&P's view that PulteGroup will
maintain its strengthened credit metrics aided by the improving,
albeit uneven, housing recovery, which should support steady to
higher EBITDA over the next one to two years.  S&P also expects
Pulte will remain committed to efficiently manage its working
capital to support its "strong" liquidity.

S&P currently sees limited downside to the rating, given the
recovery under way and recent debt reduction.  However, S&P would
lower its rating if leverage and coverage metrics are weaker than
its expectations, such as debt to EBITDA of 3x or more, debt to
equity above 35% or more, and interest coverage below 6x.  This
could result from a more aggressive financial policy that weighs
on credit metrics and liquidity, such as aggressive share
repurchases, greater appetite for land acquisitions, or
deterioration in the housing market that results in weaker-than-
expected operating results.

At the same time, S&P currently sees limited upside over the near
term.  However, S&P could consider raising its rating if the
company committed to its strategy of more efficiently managing
capital and can successfully leverage its platform to obtain
efficiencies that result in consistent and comparatively strong
margins over an extended period of time, which would prompt a
reassessment of S&P's current "fair" business risk profile.


QUANTUM FUEL: Incurs $6 Million Net Loss in Fourth Quarter
----------------------------------------------------------
Quantum Fuel Systems Technologies Worldwide, Inc., reported a net
loss attributable to stockholders of $6.04 million on $12.72
million of total revenues for the three months ended Dec. 31,
2013, as compared with a net loss attributable to stockholders of
$6.62 million on $5.61 million of total revenues for the same
period a year ago.

For the 12 months ended Dec. 31, 2013, the Company reported a net
loss attributable to stockholders of $23.04 million on $31.90
million of total revenues as compared with a net loss attributable
to stockholders of $30.91 million on $22.71 million of total
revenues in 2012.

"We are pleased with completing a successful year with a strong
quarter in terms of growth, financial operating performance,
execution and momentum.  The pillars for success continue to be
put into place and we are excited about carrying forward our
focus, determination and business plan into 2014.  We are at the
front-end of an abundant opportunity in natural gas storage for
trucking applications and are excited to be well positioned with
our advanced compressed fuel storage technology and product
portfolio, in addition to our strong capabilities in delivering
complete packaged storage solutions to the market," said Brian
Olson, president and CEO of Quantum.

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

                        http://is.gd/oYDQAi

                         About Quantum Fuel

Lake Forest, Cal.-based Quantum Fuel Systems Technologies
Worldwide, Inc. (Nasdaq: QTWW) develops and produces advanced
vehicle propulsion systems, fuel storage technologies, and
alternative fuel vehicles.  Quantum's portfolio of technologies
includes electronic and software controls, hybrid electric drive
systems, natural gas and hydrogen storage and metering systems and
other alternative fuel technologies and solutions that enable fuel
efficient, low emission, natural gas, hybrid, plug-in hybrid
electric and fuel cell vehicles.

Haskell & White LLP, in Irvine, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company does not have sufficient existing sources of
liquidity to operate its business and service its debt obligations
for a period of at least twelve months.  These conditions, along
with the Company's working capital deficit and recurring operating
losses, raise substantial doubt about the Company's ability to
continue as a going concern.


RENAL CARE: S&P Affirms 'B' CCR on Incremental Debt Add-On
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on U.S. Renal Care Inc. (USRC).  The outlook is
negative.  At the same time, S&P affirmed all issue-level ratings.
This incorporates the add-ons to both the first- and second-lien
term loans.  The recovery ratings on this debt are unchanged.  The
company will use proceeds of the add-ons to pay a shareholder
dividend.

The ratings on USRC reflect Standard & Poor's Ratings Services
view of the company's business risk profile as "weak," primarily
reflecting its narrow business focus and reimbursement risk.  The
company provides kidney dialysis services.  The ratings also
reflect the company's "highly leveraged" financial risk profile,
with leverage (adjusted debt to EBITDAR less net income
attributable to noncontrolling interests) expected to remain above
6x over the next year.

"Our weak business risk assessment primarily considers USRC's
narrow scope of operations, reimbursement pressure from Medicare
and other third-party payors, and fair geographic diversity," said
Standard & Poor's credit analyst David Peknay.  "Reimbursement
risk is a particularly key credit factor considering Medicare and
some other government programs, which account for more than 80% of
USRC's total treatments and 56% of its revenues.  We expect
Medicare rates will decline a total of 12.4% over a three to four
year transition period, only partly offset by likely market basket
increases.  Thus, the percent of treatments that commercial
insurers cover, the commercial insurers' pricing, and efficient
management practices are important," added Mr. Peknay.

The business risk profile also recognizes positive attributes of
the sector, such as steady demand from patients with end-stage
renal disease for essential dialysis treatments, favorable
demographic trends, and relatively low investment requirements.
USRC operates in 18 states and Guam, serving about 14,000 dialysis
patients.

Heightened reimbursement risks for U.S. dialysis service providers
make it more important for them to effectively manage costs.
USRC's relatively small size is a disadvantage, compared with the
two much larger competitors, DaVita HealthCare Partners Inc. and
Fresenius Medical Care AG & Co. KGaA.  These companies can more
easily undertake increased spending for information technology
infrastructure and enjoy greater bargaining power with suppliers.
S&P believes USRC's acquisition of ASA slightly improved its
competitive position, but it remains much smaller than the
industry leaders.


RG STEEL: Asks Judge to Amend Final Cash Collateral Order
---------------------------------------------------------
RG Steel LLC asked U.S. Bankruptcy Judge Kevin Carey to issue an
amended order authorizing the company to use the cash collateral
of second lien lenders.

The amendments to the final cash collateral order signed by Judge
Carey on Oct. 16, 2012, would allow the steel maker to use the
collateral until June 27.

The proposed amended order would require RG Steel to maintain in
segregated accounts all proceeds of collateral, other than
proceeds of causes of action pursuant to Chapter 5 of the
Bankruptcy Code.

The steel maker would also be required to use those proceeds to
fund disbursements contemplated by the proposed budget prior to
using the cash collateral.

A court hearing is scheduled for April 1.  Objections are due by
March 25.

                         About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owned Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012.  Bankruptcy was precipitated by liquidity
shortfall and a dispute with Mountain State Carbon, LLC, and a
Severstal affiliate, that restricted the shipment of coke used in
the steel production process.

The Debtors estimated assets and debts in excess of $1 billion.
As of the bankruptcy filing, the Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.  Conway MacKenzie, Inc., serves as the Debtors' financial
advisor and The Seaport Group serves as lead investment banker.
Donald MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

Kramer Levin Naftalis & Frankel LLP represents the Official
Committee of Unsecured Creditors.  Huron Consulting Services LLC
serves as the Committee's financial advisor.

The Debtor has sold off the principal plants.  The sale of
the Wheeling Corrugating division to Nucor Corp. brought in
$7 million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.  CJ Betters Enterprises Inc. paid
$16 million for the Ohio plant.  RG Steel Sparrows Point LLC has
received the green light to sell some of its assets to Siemens
Industry, Inc., which include equipment and related spare parts,
for $400,000.


RIVER-BLUFF ENTERPRISES: No Creditors' Committee Appointed
----------------------------------------------------------
Gary W. Dryer, Assistant U.S. Trustee for Region 18, informed the
U.S. Bankruptcy Court for the Eastern District of Washington that
due to the lack of entities eligible to serve on the unsecured
creditors' committee, the U.S. Trustee is not appointing an
unsecured creditors' committee in the Chapter 11 case of River-
Bluff Enterprises, Inc.

River-Bluff Enterprises, Inc., filed a Chapter 11 bankruptcy
petition (Bankr. E.D. Wash. Case No. 14-00843) on March 11, 2014.
The Ellensburg, Washington-based company estimated $10 million to
$50 million in assets and liabilities.  Metiner G Kimel, Esq., at
Kimel Law Offices, in Yakima, Washington, serves as counsel.

This is River-Bluff's second bankruptcy filing in less than two
years.  The company previously sought bankruptcy protection
(Bankr. E.D. Cal. Case No. 12-92017) in Modesto, California, in
July 2012.  The case was dismissed in 2013.


RIVER-BLUFF ENTERPRISES: Bank Seeks Abandonment of Wash. Property
-----------------------------------------------------------------
U.S. Bank N.A. asks the U.S. Bankruptcy Court for the Eastern
District of Washington at Spokane, for an order terminating and
annulling the automatic stay and abandonment with respect to
River-Bluff Enterprises, Inc., the real property located at 100 E
Jackson Ave. and 705 & 707 S Pine St., Ellensburg, Washington.

The property, according to the Bank's counsel, John R. Knapp, Jr.,
Esq., at Miller Nash LLP, in Seattle, Washington, is subject to
the deed of trust and UCC financing statement of the bank and has
been under the control of Revitalization Partners, L.L.C., as
general receiver for the property and the related business of the
Debtor since Dec. 3, 2012.

The Bank also asks the Court for an order excusing the Receiver
from compliance with Section 543(a)-(c) of the Bankruptcy Code.
Such relief, Mr. Knapp asserts, is in the interests of creditors,
and the interests of equity security holders are to be disregarded
where the Debtor is insolvent.

The Bank relates that the property is to be sold under a purchase
and sale agreement between the Receiver and Watermark Equity, LLC,
which requires entry of a court order of approval by April 15,
2014, for a combined purchase price of $4.2 million.  As of the
Petition Date, the total payoff balance owing to the Bank was
$5,332,792.  The inability of the Receiver to manage the property
and complete the sale will materially impair the operation and
value of the property and the claim of the Bank.



River-Bluff Enterprises, Inc., filed a Chapter 11 bankruptcy
petition (Bankr. E.D. Wash. Case No. 14-00843) on March 11, 2014.
The Ellensburg, Washington-based company estimated $10 million to
$50 million in assets and liabilities.  Metiner G Kimel, Esq., at
Kimel Law Offices, in Yakima, Washington, serves as counsel.

This is River-Bluff's second bankruptcy filing in less than two
years.  The company previously sought bankruptcy protection
(Bankr. E.D. Cal. Case No. 12-92017) in Modesto, California, in
July 2012.  The case was dismissed in 2013.


SCRUB ISLAND: UST Amends Unsecured Creditors' Committee
-------------------------------------------------------
Guy G. Gebhardt, Acting United States Trustee for Region 21, has
amended the membership of the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Scrub Island Development
Group Ltd. and Scrub Island Construction Ltd.

The members of the committee are:

   1) Pablo L. Dardet
      P.O. Box 194925
      San Juan, PR 00919-4925
      Tel: (787) 306-2813
      Email: pdardet@ableinsurancepr.com

   2) Art Linares
      Scrub Island, LLC
      242 Toby Hill Road
      Westbrook, CT 06498
      Tel: (203) 627-0560
      Email: Artlinares@aol.com

   3) Anabel A. Rivera
      P.O. Box 5906
      Caguas, PR 00726
      Tel: (787) 370-4427
      Email: Arivera@oscarcc.com

   4) Chip Withers
      Withers Transportation Systems
      10890 N.W. 29th St.
      Miami, FL 33172
      Tel: (305) 702-7427
      Email: Chip.withers@witherstrans.com

   5) Oscar Juelle
      President
      Blue Water Traders LTD
      PMB 302, B5, Suite 216, Tabonuco Street
      Guaynabo, PR 0968-3029
      Tel: (787)-781-1368 Ext. 230
      Email: ojuelle@boraboranet.com

The U.S. Trustee said each member separately indicated its
willingness to serve on the committee and accepted the
appointment.

                         About Scrub Island

Scrub Island Development Group Ltd., the owner of a British Virgin
Islands luxury resort, and its affiliate, Scrub Island
Construction Limited, sought bankruptcy protection (Bankr. M.D.
Fla. Case Nos. 13-15285 and 13-15286) on Nov. 19, 2013, to end a
receivership Scrub Island claims was secretly put in place by its
lender.  The bankruptcy case is assigned to Judge Michael G.
Williamson.

The 230-acre resort operates as a Marriott Autograph Collection
property.  It has 52 rooms and suites, a spa and a 55-slip marina.

Scrub Island Development Group scheduled $125,569,235 in total
assets and $130,695,731 in total liabilities.

The Debtors are represented by Charles A. Postler, Esq., and
Harley E. Riedel, Esq., at Stichter, Riedel, Blain & Prosser, in
Tampa, Florida.

FirstBank Puerto Rico, the prepetition secured lender, is
represented by W. Keith Fendrick, Esq., at Holland & Knight LLP,
in Tampa, Florida.

The Debtors are represented by Charles A. Postler, Esq., and
Harley E. Riedel, Esq., at Stichter, Riedel, Blain & Prosser, in
Tampa, Florida.

FirstBank Puerto Rico, the Debtor's prepetition secured lender, is
represented by W. Keith Fendrick, Esq., at Holland & Knight LLP,
in Tampa, Florida.

The Official Committee of Unsecured Creditors appointed in Scrub
Island's cases has retained Robert B. Glenn, Esq., Edwin G. Rice,
Esq., and Victoria D. Critchlow, Esq., at Glenn Rasmussen, P.A.,
as general counsel.


SEQUENOM INC: CEO to Retire, William Welch to Assume Position
-------------------------------------------------------------
Sequenom, Inc., said that Harry F. Hixson, Jr., Ph.D., will retire
as chief executive officer (CEO), effective as of the Company's
2014 Annual Meeting on June 10, 2014.  William J. Welch, the
Company's current president and chief operating Officer, will
assume the role of CEO, effective as of the Annual Meeting and
immediately upon Dr. Hixson's retirement as CEO.

"It has been a pleasure to lead such a talented and innovative
team at Sequenom.  I am extremely proud of the many
accomplishments we have achieved together and I am confident that
Bill, Dirk, Carolyn and the other members of our executive
management team will continue to deliver on our short and long-
term goals to achieve value for our shareholders, customers and
patients around the world," Dr. Hixson said.

Dr. Hixson will continue to serve as the Chairman of the Company's
Board of Directors following his retirement and following his re-
election to the Board of Directors by the Company's stockholders
at the Annual Meeting.  Dr. Hixson has served as Chairman since
2003 and as chief executive officer since September 2009.  The
Board of Directors will also nominate Mr. Welch for election to
the Company's Board of Directors at the Annual Meeting.

"I'm honored to lead the company as we look toward a very
promising and exciting future," said Mr. Welch.  "We thank Harry
for his visionary leadership and many contributions to the company
during his tenure and feel we have the right team in place, with
Ms. Beaver, Dr. van den Boom and the rest of our outstanding
leadership to address the challenges and opportunities ahead."

Mr. Welch joined the Company in January 2011 as senior vice
president, Diagnostics and was appointed president and chief
operating officer in December 2012.  Prior to joining Sequenom,
Mr. Welch was a consultant to molecular diagnostic companies in
the personalized medicine sector.  Previously, Mr. Welch served as
senior vice president and chief commercial officer at Monogram
Biosciences.  Before joining Monogram, Mr. Welch held progressive
management roles at La Jolla Pharmaceuticals, Dade Behring
MicroScan and Abbott Laboratories.  Mr. Welch earned a B.S. with
honors in chemical engineering from the University of California
at Berkeley and received his M.B.A. from Harvard University.

The Company also announced that Dirk van den Boom, Ph.D., will be
promoted to chief scientific and strategy officer as of the Annual
Meeting.  Dr. van den Boom has recently served as Sequenom's
executive vice president, research and development and chief
scientific officer and previously served as the Company's senior
vice president, research and development and chief technology
officer.  He joined Sequenom in 1998 at the Company's Hamburg
office, subsequently serving in various management roles of
increasing responsibility within the R&D department.

"Dirk has continued to successfully drive key strategic
initiatives to enrich and enhance the development of new
technologies at Sequenom," said Dr. Hixson.  "We are confident
that he will successfully lead the R&D efforts to capitalize on
our company's future growth opportunities and goals."

Dr. van den Boom received his Ph.D. in Biochemistry/Molecular
Biology from the University of Hamburg where he focused on various
aspects of nucleic acid analysis with mass spectrometry.  He has
co-authored more than 50 scientific articles and is an inventor on
48 patents or patent applications.

In addition, Paul V. Maier, chief financial officer (CFO) since
2009, will retire effective as of the Annual Meeting.  Mr. Maier
will serve as a consultant to the Company following his
retirement.  Carolyn D. Beaver, current vice president and chief
accounting officer, will assume the role of CFO, effective as of
the Annual Meeting and immediately upon Mr. Maier's retirement as
CFO.

"Paul joined us in October 2009 at a very challenging time in the
company's history," said Dr. Hixson.  "Sequenom remains ever
grateful to him for his major contribution to restoring the
company's credibility and balance sheet; contributions that have
allowed us to emerge as the leader in the noninvasive prenatal
genetic testing field.  It has been a great pleasure to work with
him and we wish him many enjoyable years of well-earned
retirement."

"I'm very pleased with how much Sequenom has grown, particularly
in the last few years as we've built the Laboratories segment into
a high growth business and positioned the Company to maintain its
growth trajectory in molecular diagnostics," added Mr. Maier.
"With her industry experience and track record, we are confident
Ms. Beaver will provide the financial leadership to help move the
Company toward its goal of achieving profitability."

Ms. Beaver joined the Company as vice president and chief
accounting officer in June 2012.  Ms. Beaver was previously
corporate vice president and controller of Beckman Coulter, Inc.
and served as chief accounting officer in October 2005 until July
2011, following the acquisition of Beckman Coulter, Inc., by
Danaher Corporation.  She briefly served as interim Chief
Financial Officer at the Company.  Formerly, Ms. Beaver was an
audit partner with KPMG LLP.  She holds a B.S. in Business
Administration, magna cum laude, from California State Polytechnic
University, Pomona, California.

                          About Sequenom

Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a
life sciences company committed to improving healthcare through
revolutionary genetic analysis solutions.  Sequenom develops
innovative technology, products and diagnostic tests that target
and serve discovery and clinical research, and molecular
diagnostics markets.  The company was founded in 1994 and is
headquartered in San Diego, California.

Sequenom disclosed a net loss of $117.02 million in 2012, a net
loss of $74.13 million in 2011 and a net loss of $120.84 million
in 2010.  The Company's balance sheet at Sept. 30, 2013, showed
$164.82 million in total assets, $195.85 million in total
liabilities and a $31.02 million total stockholders' deficit.


SIMPLEXITY LLC: Has Interim Authority to Tap DIP Loans
------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware gave interim authority for Simplexity, LLC, et al., to
obtain postpetition financing from certain lenders from Adeptio
Funding, LLC, provided that the maximum principal amount of the
financing may not exceed $1,000,000, or with the prior written
consent of the Lender and the Debtors, $1,100,000.

The DIP Loan will accrue at 10% of the outstanding principal
amount per annum, calculated as .2777% per day.

The Court will conduct a final hearing on the motion on April 4,
2014, at 1:30 p.m.  Objections to the motion must be filed on or
before March 28.

                     About Simplexity

Simplexity, LLC, sought protection under Chapter 11 of the
Bankruptcy Code on March 16, 2014 (Case No. 14-10569, Bankr.
D.Del.).  The case is before Judge Kevin Gross.

The Debtors' counsel is Kenneth J. Enos, Esq., and Robert S.
Brady, Esq., at YOUNG, CONAWAY, STARGATT & TAYLOR, LLP, in
Wilmington, Delaware.


SIMPLEXITY LLC: Former Workers Sue to Recover Unpaid Wages
----------------------------------------------------------
Kevin Williams, on behalf of himself and a class of 350 similarly-
situated former employees, filed an adversary proceeding against
Simplexity, LLC, alleging that they were not provided 60 days
advance written notice of their terminations, as required by the
Worker Adjustment and Retraining Notification Act.

Mr. Williams and all similarly situated employees seek to recover
60 days wages and benefits from the Defendant.  The Plaintiff
asserts that his claim, as well as the claims of all similarly-
situated employees, are entitled to administrative expense
priority status pursuant to Section 503(b)(1)(A) of the Bankruptcy
Code or wage priority status under Section 507(a)(4)(5).

The Plaintiff and all similarly situated employees were paid their
final wages late, then the Defendant reclaimed their wage amounts
from their bank accounts, Mr. Williams told the U.S. Bankruptcy
Court for the District of Delaware.  The Plaintiff and all
similarly situated employees seek to recover their wrongfully
appropriated wages under the Wage Payment laws of Virginia and
Maryland.

The Plaintiff and the purported class are represented by Frederick
B. Rosner, Esq.-- rosner@teamrosner.com -- and Julia Klein, Esq. -
- klein@teamrosner.com -- at THE ROSNER LAW GROUP LLC, in
Wilmington, Delaware; and Jack A. Raisner, Esq., and Rene S.
Roupinian, Esq., at OUTTEN & GOLDEN LLP, in New York.

                     About Simplexity

Simplexity, LLC, sought protection under Chapter 11 of the
Bankruptcy Code on March 16, 2014 (Case No. 14-10569, Bankr.
D.Del.).  The case is before Judge Kevin Gross.

The Debtors' counsel is Kenneth J. Enos, Esq., and Robert S.
Brady, Esq., at YOUNG, CONAWAY, STARGATT & TAYLOR, LLP, in
Wilmington, Delaware.


SOUNDVIEW ELITE: Trustee Hires Kinetic Partners as Consultant
-------------------------------------------------------------
Corinne Ball, the Chapter 11 trustee of Soundview Elite Ltd. and
its debtor-affiliates, seeks authorization from the Hon. Robert E.
Gerber of the U.S. Bankruptcy Court for the Southern District of
New York to employ Kinetic Partners US LLP as her financial
consultant, nunc pro tunc to Feb. 13, 2014.

Kinetic Partners will provide the Trustee with financial
consulting services as the Trustee and Kinetic Partners deem
appropriate and feasible to assist the Trustee in the course of
the Chapter 11 Cases. Specifically, Kinetic Partners will render
various services for the Trustee, including but not limited to,
the following:

Phase I (Months 1 through 2)

   (a) at the direction of the Trustee, develop an operating
       procedure and task list in conjunction with the Trustee's
       counsel and other advisors to ensure proper coordination of
       activities and efficiencies with respect to the Trustee's
       administration of the Chapter 11 Cases;

   (b) analyze the activities in various liquidation proceedings
       in the Grand Court (the "Cayman Proceedings") to advise the
       Trustee on how to proceed in the Chapter 11 Cases;

   (c) assist with the negotiation, drafting and implementation of
       an agreed cross-border protocol between the Cayman
       Proceedings and the Chapter 11 Cases for the effective and
       efficient administration of the Debtors' estates;

   (d) assist with the collection and if necessary reconstitution
       of the Debtors' books and records;

   (e) analyze information relevant to the Debtors from the FILB
       Chapter 11 Case obtained from the Trustee, her counsel and
       other advisors, to the extent necessary;

   (f) evaluate other offshore issues such as, among others, the
       JOLs' approach and involvement with Leverage, Arbitrage,
       Alpha and other offshore entities;

   (g) advise the Trustee regarding proofs of debt and claims
       filed by the Debtors and, if necessary, correct the same;

   (h) identify, locate and analyze the Debtors' assets, wherever
       they may be situated;

   (i) advise the Trustee, based on prior experience, of tasks
       that require attention and assist with such tasks as
       directed by the Trustee, her counsel and other advisors;

   (j) analyze the cogency and quantum of inter-estate claims
       including, but not limited to, claims between and among the
       Debtors, the FILB Trustee and other Cayman Proceedings;

   (k) advise on issues arising in connection with the FILB
       Chapter 11 Case and the plan proposed in that case;

   (l) advise on other matters related to the Chapter 11 Cases
       including, but not limited to, whether a chapter 11
       proceeding should be initiated for other related or
       controlled entities; and

   (m) perform such other services, as requested by the Trustee
       and agreed to by Kinetic Partners, that are not duplicative
       of work the Trustee's counsel and other advisors are
       performing for the Debtors.

Phase II (Months 2 through 4)

   (a) complete any incomplete or in process tasks from Phase I,
       as directed by the Trustee or her counsel and agreed to by
       Kinetic Partners;

   (b) advise the Trustee, her counsel and other advisors
       regarding interviews of witnesses;

   (c) participate in discussions, analysis and negotiations among
       the various parties to the Chapter 11 Cases and the Cayman
       Proceedings regarding, among other things, the Debtors'
       assets, net asset value calculations and potential claims
       and defenses regarding claims the Trustee may wish to
       assert in either the Chapter 11 Cases or the Cayman
       Proceedings; and

   (d) perform such other services, as requested by the Trustee
       and agreed to by Kinetic Partners, that are not duplicative
       of work the Trustee's counsel and other advisors are
       performing for the Debtors.

Subject to the Court's approval, the Trustee will compensate
Kinetic Partners in accordance with the terms and conditions of
the Engagement Letter, which provides in relevant part for the
following compensation structure:

   (a) Kinetic Partners will be compensated for its services on an
       hourly basis at Kinetic Partners' normal hourly rates as
       set forth below, provided, however, that Kinetic Partners
       will limit its fees charged until and including Mar. 31,
       2014 to $475,000, and after Mar. 31, 2014, Kinetic Partners
       will discount its hourly rates by 10% as set forth below.
       These rates are subject to annual review.

       Position              Hourly Rate      Discounted Rate
       Member                 $600-$750         $540-$675
       Director               $500-$650         $450-$585
       Associate Director     $300-$495         $270-$445.50
       Associate              $225-$300         $202.50-$270
       Administrator          $100-$150         $90-$135

   (b) The payment of fees and expenses shall not be contingent on
       any of the analysis or on the outcome of any litigation or
       other dispute; and

   (c) In addition to the fees, Kinetic Partners will charge
       appropriate out-of-pocket expenses, including travel and
       accommodation, and a general charge to cover general
       expenses such as postage, stationery, photocopying,
       telephone and fax costs that cannot economically be
       recorded in respect of each specific case.  Accordingly,
       Kinetic Partners will charge for such expenses at the rate
       of $5 per chargeable hour incurred.

Geoffrey Varga, member of Kinetic 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.

Kinetic Partners can be reached at:

       Geoffrey Varga
       KINETIC PARTNERS US LLP
       675 Third Avenue, 21st Floor
       New York, NY 10017
       Tel: (212) 661-2200
       Fax: (646) 867-7879

                       About Soundview Elite

Six mutual funds originally created by Citco Group of Cos.,
including Soundview Elite Ltd., filed petitions for Chapter 11
protection on Sept. 24, 2013, in Manhattan to avoid undergoing
bankruptcy liquidation in the Cayman Islands, where they are
incorporated.

The funds are Soundview Elite (Bankr. S.D.N.Y. Case No. 13-13098)
Soundview Premium, Ltd. (Case No. 13-13099); Soundview Star Ltd.
(Case No. 13-13101); Elite Designated (Case No. 13-13102); Premium
Designated (Case No. 13-13103); and Star Designated (Case No.
13-13104).  The petitions were signed by Floyd Saunders as
corporate secretary.  By order dated Oct. 16, 2013, the Court
directed that the Debtors' bankruptcy cases be procedurally
consolidated and jointly administered.

SoundView Elite Ltd. and two similarly named funds were the target
of a winding-up petitions in the Cayman Islands filed in August by
Citco, which had sold its interest in the funds' manager years
before.  An investor, who was removed from the funds' board in
June, filed a different winding-up petition in August, aimed at
three funds created later to hold illiquid assets.

Soundview Elite estimated assets and debts of at least $10
million.  The funds said in a court filing their total cash assets
of about $20 million are held in the U.S., where the funds are
managed.  Court papers list the funds' total assets as $52.8
million, against debt totaling $28 million.

Judge Robert E. Gerber presides over the U.S. cases.

Warren J. Martin, Jr., Esq., Mark J. Politan, Esq., Terri Jane
Freedman, Esq., and Rachel A. Segall, Esq., at Porzio, Bromberg &
Newman, PC, serve as the Debtors' counsel.  CohnReznick LLP serves
as financial advisor.

Peter Anderson and Matthew Wright, as Joint Official Liquidators
of the Debtors, are represented in the U.S. proceedings by John A.
Pintarelli, Esq., James J. Beha, II, Esq., William H. Hildbold,
Esq., at Morrison & Foerster LLP.

The U.S. Trustee solicited for the formation of an official
committee of unsecured creditors, but to date one has not been
formed.


ST. FRANCIS' HOSPITAL: Wins Approval of Disclosure Statement
------------------------------------------------------------
St. Francis' Hospital, Poughkeepsie, New York, obtained approval
of the disclosure statement, as amended, explaining its Chapter 11
plan and to begin soliciting plan votes.  The Debtors will
complete the mailing of solicitation packages by no later than
March 26, 2014.

The Debtor filed a FIRST AMENDED DISCLOSURE STATEMENT FOR DEBTORS'
FIRST AMENDED PLAN UNDER CHAPTER 11 OF THE BANKRUPTCY CODE DATED
MARCH 19, 2014.

The Plan provides for the implementation of the sale to
Westchester Medical Center, for the liquidation of all of the
Debtors' assets, for making distributions to creditors, and for
the cessation of the Debtors' businesses.

As reported by the Troubled Company Reporter, St. Francis'
Hospital in February obtained formal approval from the Bankruptcy
Court to sell its 333-bed acute-care facility to Westchester.  The
Debtors had intended to sell their operations in a deal valued at
$24.2 million to Health Quest Systems Inc., absent higher and
better offers.  The Debtors cancelled an auction scheduled for
Feb. 13, 2014, and told the Court that terms of the WMC asset
purchase agreement are substantially and materially better than
those provided for in the stalking horse APA for all parties-in-
interest.  Under the WMC APA, Westchester will assume certain
liabilities, plus pay $3,500,000 in cash at closing to cover the
break-up fee of $1,000,000 and Administrative Costs of $2,500,000.
The WMC APA also provides for the exchange of bonds in the amount
of $27,352,000 at 5.00%.

Upon the closing of the deal with WMC, Health Quest will have an
allowed administrative expense claim entitled to priority under
Sections 503(b)(1) and 507(a)(1) of the Bankruptcy Code for
$1 million, representing the aggregate total amount of the Break-
Up Fee and Expense Reimbursement that was approved by the Court.
Upon closing, the Debtors agreed to pay to Health Quest by wire
transfer of immediately available funds $1 million, in full
satisfaction and release of the Allowed Administrative Expense
Claim and any claims Health Quest may have against the Debtors'
estates in connection with the APA and the sale process, and
Health Quest will have no other claims or recourse against the
Debtors' estates relating to the sale process or the APA.

A copy of the Sale Order is available at:

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

William K. Harrington, the United States Trustee for Region 2,
objected to the approval of the original Disclosure Statement,
saying it does not provide adequate information concerning the
Plan, as required by Section 1125 of the Bankruptcy Code,
particularly regarding the legal and factual justification for the
proposed non-debtor third-party releases, exculpation provisions,
limitations of liability and injunction.  Absent amendment of the
Disclosure Statement and the Plan, the Disclosure Statement fails
to meet the requirements of Section 1125, and should be rejected.

A copy of the U.S. Trustee's objection is available at:

    http://bankrupt.com/misc/STFRANCIS_469_USTDSobjection.pdf

Pursuant to the Court's order, the Debtors must publish the
Confirmation Hearing Notice (in a format modified for publication)
in USA Today and the Poughkeepsie Journal no later than April 1,
2014, to provide notification to those entities who may not
receive notice by mail.

To be counted as a vote to accept or reject the Plan, all Ballots
must be properly executed, completed, and delivered (i) by first-
class mail, in the return envelope provided with each Ballot, to
BMC Group Inc., Attn: St. Francis' Hospital Ballot Processing,
P.O. Box 3020, Chanhassen, MN 55317-3020 (ii) or by overnight
courier, or by hand delivery to BMC Group Inc., Attn: St. Francis'
Hospital Ballot Processing, 18675 Lake Drive East, Chanhassen, MN
55317 so as to be actually received by no later than 4:00 p.m.
(Eastern Time) on April 23, 2014.

The hearing on Confirmation of the Plan will be held at 11:00 a.m.
(Eastern Time) on April 30, 2014; provided, however, that the
Confirmation Hearing may be adjourned or continued from time to
time by the Court or the Debtors without further notice other than
adjournments announced in open Court or as indicated in any notice
of agenda of matters scheduled for hearing filed by the Debtors
with the Court.

Objections or responses to confirmation of the Plan, if any, must
(a) be in writing; (b) conform to the Bankruptcy Rules and the
Local Rules for the United States Bankruptcy Court for the
Southern District of New York; (c) set forth the name and address
of the objecting party and the amount and nature of the claim or
interest of such party; and (d) state the basis for the objection,
and the specific grounds therefor.  All objections and responses
must be served, so as to be received no later than April 23, 2014
at 4:00 p.m. (Eastern Time), upon (i) bankruptcy counsel to the
Debtors, Nixon Peabody LLP, 900 Elm Street Manchester, New
Hampshire 03101, Attn: Daniel W. Sklar, Esq. and Nixon Peabody
LLP, 437 Madison Avenue, New York, New York 10022, Attn:
Christopher Desiderio, Esq.; (ii) counsel to the Committee, Alston
& Bird LLP, 90 Park Avenue, New York, NY 10016, Attn: Martin G.
Bunin and Craig Freeman; (iii) counsel to MidCap Financial LLC,
Waller Lansden Dortch & Davis, LLP, 511 Union Street, Suite 2700,
Nashville, TN 37219-8966, Attn: Katie G. Stenberg; (v) counsel to
the Bond Trustee, Mintz Levin Cohn Ferris Glovsky and Popeo, P.C.,
One Financial Center, Boston, Massachusetts 02111, Attn: Daniel S.
Bleck; and (vi) counsel to WMC, Farrell Fritz P.C., 1320 RXR
Plaza, Uniondale, NY 11556-1320, Attn: Ted. A. Berkowitz and
Kristina M. Wesch.

The Debtors' reply, if any, to any timely filed objections shall
be April 28, 2014 at 4:00 p.m. (Eastern Time).

A copy of the Order approving the Disclosure Statement, as well as
a copy of the First Amended Disclosure Statement for Debtors'
First Amended Plan Under Chapter 11 of the Bankruptcy Code Dated
March 19, 2014, is available at:

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

                   About St. Francis' Hospital

St. Francis' Hospital, Poughkeepsie, New York, and four affiliates
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
S.D.N.Y. Lead Case No. 13-37725) on Dec. 17, 2013.  The case is
assigned to Judge Cecelia G. Morris.

The Debtors are represented by Christopher M. Desiderio, Esq.,
Daniel W. Sklar, Esq., and Lee Harrington, Esq., at Nixon Peabody
LLP, in New York.  Their financial adviser is CohnReznick Advisory
Group; and the investment banker is Deloitte Corporate Finance
LLC.  BMC Group is the claims and notice agent.

The U.S. Trustee has appointed a five-member official committee of
unsecured creditors.  The Creditors' Committee tapped Alston &
Bird LLP as counsel, and CBIZ Accounting, Tax & Advisory of New
York, LLC, as financial advisor.

On Jan. 30, 2014, Barry Bliss of Gibbons, P.C., was named as
patient care ombudsman in the Debtors' cases.


SURVEYMONKEY INC: Moody's Affirms 'B2' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service affirmed the existing ratings of
SurveyMonkey Inc. including the B2 Corporate Family Rating (CFR)
and the B2 facility ratings on the existing revolver and Term Loan
B. The rating outlook remains stable.

The company has announced plans to expand employee headcount to
grow its Enterprise and Audience businesses. These plans will
reduce EBITDA over the next year and will raise debt to EBITDA
ratios above Moody's expectation when the debt transaction was
launched in January 2013. However, Moody's believe that these
investments are success based and should lead to further revenue
and EBITDA growth in 2015 and beyond. If the investments are not
successful, Moody's believe that expansion plan costs could be
reduced or eliminated which would lead to improved EBITDA and debt
leverage. Moody's expect the new investment costs to increase
leverage over 7x (including Moody's standard adjustments) by the
end of 2014, before declining to about the 6x level by the end of
2015.

Issuer: SurveyMonkey Inc.

Corporate Family Rating, Affirmed B2

Probability of Default Rating, Affirmed B3-PD

New $315 million Term loan B due 2019, Affirmed B2 (LGD 3, 33%
changed from LGD 3, 34%)

New $50 million Revolver due 2018, Affirmed B2 (LGD 3, 33% changed
from LGD 3, 34%)

Outlook, Remains Stable

Ratings Rationale

SurveyMonkey's B2 CFR reflects the company's high financial
leverage, relatively small size, and concentration in a segment of
the web based survey market. The rating also reflects near term
investments that will reduce EBITDA and increase debt leverage to
over 7x (including Moody's standard adjustments), the risk of
competition from numerous smaller competitors, and the potential
for new technologies or product offerings that could disrupt its
business model. Technology risk to the credit is magnified by the
lack of product diversification. Substantial support for the
ratings comes from the company's high growth rates over the past
several years and high EBITDA margins of approximately 45%,
although margins are expected to decline to below 40% as the
company increases hiring to staff new growth initiatives. Free
cash flow is good and is expected to be in the high single digits
as a % of debt in 2014, although the majority of cash flow is
expected to be generated internationally. While the Do-It-Yourself
(DIY) survey market segment the company competes in is modest in
size with a vast number of small competitors, SurveyMonkey has a
very strong position and Moody's believes it would be difficult
for an existing competitor to take material market share from the
company.

Moody's financial leverage using GAAP reported financials is 6.5x
as of Q4 2013 (including Moody's standard adjustments). If
leverage were calculated utilizing cash EBITDA, which includes the
change in deferred revenue as income and is used by the company,
(but including stock compensation expense) total debt to EBITDA
would be 5.6x.

SurveyMonkey is expected to have good liquidity given the
company's $50 million revolver and cash balance of over $60
million (as of Q4 2013) although the majority of its cash is
expected to be held at its international operations. The company
also benefits from strong free cash flows that are expected to be
in the high single digits in 2014. However, a significant amount
is earned in its international markets and would be subject to
repatriation taxes if brought back to the United States. The
credit agreement includes an Excess Cash Flow sweep of 50% of the
cash flow (as defined) generated by only the domestic subsidiary
when the leverage ratio is between 4x and 3.25x. Given that the
cash flow sweep only pertains to US based cash flow, Moody's
expect minimal debt repayment in the near term. Moody's anticipate
the cash balance will be used for modest size acquisitions or
potential employee share repurchase offers. Moody's don't expect
the international cash balances to be repatriated unless it's
necessary given the tax implications.

The credit agreement includes a maximum leverage ratio covenant
that decreased to 4.75x in Q4 2013 and declines further over the
next several quarters to 3.75x starting in Q4 2014. The leverage
ratio as calculated in the compliance statement is 3.72x as of Q4
2013. An interest coverage test of 2.75x in Q4 2013 increases to
5x by the end of Q1 2016. The interest coverage ratio is 4.35x as
of Q4 2013. In addition, the company has the ability to incur
incremental term loans up to the greater of $50 million or an
amount so that leverage would be no greater than 3.75x as defined
in the credit agreement.

As EBITDA will be impacted by the additional hiring planned by the
company to grow the business in future years, Moody's believe that
a modification to the covenant levels may be needed. However,
Moody's anticipate that the company would be able to execute an
amendment to its covenants.

The stable rating outlook reflects Moody's expectation that
revenue will grow in the low to mid double digits over the next
year given the strong market position in its operating segment.
Declining margins this year due to growth investments and minimal
debt repayments should lead to higher leverage levels that
position the company weakly at the existing rating level. Moody's
expect leverage will moderate in 2015 to about the 6x range which
would better position the company at the current rating level.

Given the company's expected increase in leverage as part of its
expansion efforts, an upgrade is not anticipated in the next year.
SurveyMonkey's small size, narrow product focus and technology
risks also limit upward rating pressure. However, positive rating
pressure could develop if the company achieves materially stronger
credit metrics including sustained leverage at less than 4.5x (on
a GAAP reported basis and reflecting Moody's adjustments). A
stable market position, growing revenues, high EBITDA margins and
good free cash flow would also be required.

A downgrade would occur if leverage does not decline below 6.75x
by the end of 2015 due to difficulties achieving its investment
plans, overall weak operating performance, lost market share,
technological disruptions, debt funded acquisitions, or from debt
funded stock repurchases or dividends. Failure to maintain an
adequate level of cushion to its covenants given the expansion
plans would likely lead to a downgrade. A weakened liquidity
position could also lead to negative rating pressure.

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.

SurveyMonkey Inc. is privately owned online survey company that
was founded in 1999.


THERAPEUTICSMD INC: Reports $28.4 Million 2013 Net Loss
-------------------------------------------------------
TherapeuticsMD, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$28.41 million on $8.77 million of net revenues for the year ended
Dec. 31, 2013, as compared with a net loss of $35.12 million on
$3.81 million of net revenues for the year ended Dec. 31, 2012.

The Company's balance sheet at Dec. 31, 2013, showed $62.01
million in total assets, $7.31 million in total liabilities and
$54.69 million in total stockholders' equity.

"Our independent registered public accounting firm, in its audit
reports related to our financial statements for the years ended
December 31, 2012 and 2011, expressed substantial doubt about our
ability to continue as a going concern.

As a result of our continued losses, our independent registered
public accounting firm has included an explanatory paragraph in
its reports on our financial statements for the years ended
December 31, 2012 and 2011, expressing substantial doubt as to our
ability to continue as a going concern.  The inclusion of a going
concern explanatory paragraph in the report of our independent
registered public accounting firm may make it more difficult for
us to secure additional financing or enter into strategic
relationships on terms acceptable to us, if at all, and may
materially and adversely affect the terms of any financing that we
might obtain," the Company said in the Annual Report.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2012, Rosenberg Rich Baker
Berman & Company, in Somerset, New Jersey, expressed substantial
doubt about TherapeuticsMD's ability to continue as a going
concern, citing the Company's loss from operations of
approximately $16 million and negative cash flow from operations
of approximately $13 million.

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

                        http://is.gd/T8n2z5

                       About TherapeuticsMD

Boca Raton, Florida-based TherapeuticsMD, Inc. (OTC QB: TXMD) is a
women's healthcare product company focused on creating and
commercializing products targeted exclusively for women.  The
Company currently manufactures and distributes branded and generic
prescription prenatal vitamins as well as over-the-counter
vitamins and cosmetics.  The Company is currently focused on
conducting the clinical trials necessary for regulatory approval
and commercialization of advanced hormone therapy pharmaceutical
products designed to alleviate the symptoms of and reduce the
health risks resulting from menopause-related hormone
deficiencies.


TK SERVICES: Case Summary and 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: TK Services Inc.
        1000 Bernard St
        Alexandria, VA 22314

Case No.: 14-11062

Chapter 11 Petition Date: March 23, 2014

Court: United States Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Judge: Hon. Brian F. Kenney

Debtor's Counsel: Christopher S. Moffitt, Esq.
                  LAW OFFICES OF CHRISTOPHER S. MOFFITT
                  218 North Lee Street, 3rd Floor
                  Alexandria, VA 22314
                  Tel: (703) 683-0075
                  Fax: 703-229-0566
                  Email: moffittlawoffices@gmail.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Joseph E. Kim, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/vaeb-14-11062.pdf



TRENTON TITANS: Folds Into Chapter 7 Liquidation
------------------------------------------------
Stephanie Gleason, writing for The Wall Street Journal, reported
that the Trenton Titans, the Philadelphia Flyers' minor league
affiliate, is winding down in Chapter 7 bankruptcy after canceling
its 2014 season.

According to the report, the team -- which filed for bankruptcy on
March 11 with the U.S. Bankruptcy Court in Trenton, N.J., as Blue
Line Sports LLC -- claimed no assets and nearly $500,000 in debts
in court documents.  A Chapter 7 filing usually indicates a
company's intent to liquidate, as opposed to Chapter 11, which
often means the company plans to continue operations and
restructure its debt.

Not included in that debt load is the amount the Titans may owe to
its head coach, Vince Williams, the report said.  Mr. Williams is
suing the team in New Jersey Superior court for breach of
employment contract. The Titans listed this liability as disputed
with an "unknown" amount.

Other large creditors include the Philadelphia Flyers, owed
$70,000 in trade debt; the New Jersey Devils, owed $12,000 in
"player transactions;" Front Row Marketing, owed more than
$123,000 for alleged breach of marketing contract; and an
apartment complex called Franklin Commons, owed $58,200 in housing
expenses, the report related.

On the list are also a slew of season ticket holders, which likely
had already purchased tickets for the upcoming season, the report
further related.  Those debts range from a few hundred dollars to
nearly $2,550. Finally, the Titans list a number of medical
professionals -- including a dentist, neurologist and orthopedist?
as creditors owed for services.


TRANSGENOMIC INC: Inks $7-Mil. Conv. Preferred Stock Financing
--------------------------------------------------------------
Transgenomic, Inc., has entered into an agreement with affiliates
of Third Security, LLC, a life sciences investment firm, to sell
to them 1.44 million Series B convertible preferred shares at a
price of $4.85 per share for gross proceeds of $7 million.

Subject to certain restrictions, the preferred shares are
convertible into common shares of Transgenomic on a 1-to-1 basis.
Proceeds from the investment will be used to help fund
Transgenomic's working capital requirements and for general
corporate purposes.  The investment provides the Company with
substantial capital to continue building its presence as a leading
personalized medicine company.

"We are pleased that such a highly regarded investor, and an
existing shareholder, committed to provide the full amount of
funds that we sought," said Paul Kinnon, president and chief
executive officer of Transgenomic.  "Third Security recognizes the
value proposition that Transgenomic represents and we appreciate
this opportunity to further our relationship with them. We are
entering an important phase in the strategic transformation of the
Company, and this transaction provides us with the necessary
capital to drive toward profitability.  We can now focus on
commercializing key assets, especially the ICE COLD-PCR
technology, while also improving our competitive position in the
molecular diagnostics marketplace."

Additional information is available for free at:

                         http://is.gd/zepb9i

                         About Transgenomic

Transgenomic, Inc. -- http://www.transgenomic.com/-- is a global
biotechnology company advancing personalized medicine in
cardiology, oncology, and inherited diseases through its
proprietary molecular technologies and world-class clinical and
research services.  The Company is a global leader in cardiac
genetic testing with a family of innovative products, including
its C-GAAP test, designed to detect gene mutations which indicate
cardiac disorders, or which can lead to serious adverse events.
Transgenomic has three complementary business divisions:
Transgenomic Clinical Laboratories, which specializes in molecular
diagnostics for cardiology, oncology, neurology, and mitochondrial
disorders; Transgenomic Pharmacogenomic Services, a contract
research laboratory that specializes in supporting all phases of
pre-clinical and clinical trials for oncology drugs in
development; and Transgenomic Diagnostic Tools, which produces
equipment, reagents, and other consumables that empower clinical
and research applications in molecular testing and cytogenetics.
Transgenomic believes there is significant opportunity for
continued growth across all three businesses by leveraging their
synergistic capabilities, technologies, and expertise.  The
Company actively develops and acquires new technology and other
intellectual property that strengthens its leadership in
personalized medicine.

Transgenomic incurred a net loss of $8.32 million in 2012, a net
loss of $9.78 million in 2011 and a net loss of $3.13 million in
2010.  The Company's balance sheet at Sept. 30, 2013, showed
$33.18 million in total assets, $17.78 million in total
liabilities and $15.39 million in total stockholders' equity.

As reported by the TCR on Feb. 13, 2013, Transgenomic entered into
a forbearance agreement with Dogwood Pharmaceuticals, Inc., a
wholly owned subsidiary of Forest Laboratories, Inc., and
successor-in-interest to PGxHealth, LLC, with an effective date of
Dec. 31, 2012.


TRIDENT RESOURCES: S&P Revises Outlook & Cuts Rating to 'CCC+'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Calgary, Alta.-based exploration and production (E&P) company
Trident Resources Corp. to stable from negative.

At the same time, Standard & Poor's affirmed its 'CCC+' long-term
corporate credit rating on the company.

In addition, Standard & Poor's lowered its issue-level rating on
Trident's unsecured notes to 'CCC+' from 'B-' and revised its
recovery rating on the notes downward to '3' from '2'. A '3'
recovery rating indicates S&P's expectation of meaningful (50%-
70%) recovery in a default scenario.

"The outlook revision reflects our expectation that the recent
financing of Trident's two secured debt facilities totaling
C$180 million and its approximately C$105 million planned asset
sale, expected to close in April 2014, have improved the company's
liquidity and provided increased cushion under the new covenants,"
said Standard & Poor's credit analyst Aniki Saha-Yannopoulos.

The company used the proceeds of the US$130 million second lien to
repay borrowings under the previous revolver and to add C$30
million of cash to the balance sheet.

The ratings on Trident reflect Standard & Poor's view of the
company's "vulnerable" business risk profile and "highly
leveraged" financial risk profile.

Trident is a small E&P company with most of its coal bed methane
(CBM) production from Alberta. In our view, its vulnerable
business risk profile reflects operations in the E&P industry and
its narrow asset base, which is entirely exposed to natural gas.
The company's cash flow is exposed to the highly volatile and
capital-intensive oil and gas E&P industry.  S&P views Trident's
narrow asset base as a credit weakness -- the company's reserves
consist exclusively of two CBM plays -- the dry Horseshoe Canyon
and the wet Mannville play in Alberta (which requires draining of
produced water leading to higher operating expenditures).

The stable outlook reflects Standard & Poor's expectation that
Trident will continue to maintain enough liquidity to fund its
interest payments and maintenance capex to keep production level
stable through mid-2015.  S&P believes the company will generate
sufficient EBITDA to pay its annual cash interest, and will fund
the capex program through cash and revolver borrowings.  Trident's
exposure to natural gas and its highly leveraged balance sheet
will continue to constrain the company's overall credit profile.

If S&P expects Trident's liquidity position to deteriorate to
"less than adequate," whereby its total liquidity sources
represent less than 1x of total anticipated uses of liquidity, S&P
could lower the ratings.  This could occur if S&P revises downward
its assumption of the company's production or commodity prices for
the next 18 months; this would pressure internally generated cash
flow such that Trident uses up liquidity quicker than expected.

S&P do not believe Trident's current production size at its price
assumptions will generate sufficient internal cash flow to finance
the company's growth internally.  S&P believes that without a
material transformative transaction, which it don't expect in the
next 12 months, a positive rating action is highly unlikely.


TXU CORP: 2014 Bank Debt Trades at 31% Off
------------------------------------------
Participations in a syndicated loan under which TXU Corp. is a
borrower traded in the secondary market at 69.42 cents-on-the-
dollar during the week ended Friday, March 21, 2014, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents an increase of 0.97
percentage points from the previous week, The Journal relates.
TXU Corp. pays 350 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Oct. 10, 2014 and carries
Moody's Caa3 rating and Standard & Poor's CCC- rating.  The loan
is one of the biggest gainers and losers among 205 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.


TXU CORP: 2017 Bank Debt Trades at 29% Off
------------------------------------------
Participations in a syndicated loan under which TXU Corp. is a
borrower traded in the secondary market at 70.65 cents-on-the-
dollar during the week ended Friday, March 21, 2014, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents an increase of 0.80
percentage points from the previous week, The Journal relates.
TXU Corp. pays 350 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Oct. 10, 2017 and carries
Moody's Caa3 rating and Standard & Poor's CCC- rating.  The loan
is one of the biggest gainers and losers among 205 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.


VECTOR GROUP: Moody's Affirms B2 CFR & Ba3 Senior Secured Rating
----------------------------------------------------------------
Moody's Investors Services affirmed Vector Group Ltd.'s ratings,
including its Ba3 rating on senior secured notes, its B2 Corporate
Family Rating, and its B2-PD Probability of Default Rating. The
outlook is stable.

The affirmation follows Vector's issuance of $225 million (or up
to $258.75 million assuming the exercise of the full amount of the
over-allotment option) convertible senior notes. Proceeds of the
offering are expected to be used for general corporate purposes,
including investments in Vector's real estate subsidiary, New
Valley LLC, and in its tobacco business. "Though the issuance will
increase Vector's leverage, Moody's expect that this will be
partially offset by the conversion of its 6.75% convertible notes
due November 2014," said Moody's Vice President and Senior
Analyst, Nancy Meadows. The company's Speculative Grade Liquidity
Rating of SGL-2 was also affirmed, as the offering will enhance
company's liquidity position by increasing cash balances from
approximately $235 million to more than $415 million.

The following ratings of Vector were affirmed:

Corporate Family Rating at B2;

Probability of Default Rating at B2-PD;

$450 million senior secured notes due 2021 at Ba3 (LGD2, 27%)

Speculative Grade Liquidity Rating at SGL-2

The outlook is stable.

Ratings Rationale

Vector's B2 Corporate Family Rating ("CFR") reflects its
relatively small scale and limited pricing flexibility as a deep
discount manufacturer in the highly regulated and declining
domestic cigarette industry. The ratings are also constrained by
Vector's negative free cash flow and the ongoing threat of adverse
tobacco litigation. Vector's ratings are supported by its
sustainable Master Settlement Agreement cost advantage, its track
record of gaining share in the retail distribution channel,
reduced litigation risk following the Engle progeny settlement and
good profitability metrics. Vector's real estate investments are
conservatively managed and provide an additional -- albeit
potentially volatile -- source of earnings diversification and
cash flow with modest capital requirements. The company's
increasing reliance on payments from its various nonguarantor and
unrestricted real estate investments is a growing risk given the
high leverage at the holding company to fund real estate
investments. Vector's rating is also supported by a good liquidity
profile but is highly reliant on maintaining significant cash
balances to offset its very high dividend payments, annual MSA
payments and negative free cash flow of the consolidated entity.

The stable outlook reflects Moody's expectation that despite the
holding company's relatively high leverage, the company will
generate strong cash flow from operations and from investments,
maintain high cash balances, and continue to prudently manage its
real estate portfolio.

To upgrade Vector's ratings, litigation risk would need to
diminish and the company's profitability and credit metrics would
need to improve with no adverse impact on volume growth and/or
market share. An upgrade would also require EBITA margins to be
sustained above 30%, debt-to- EBITDA to remain below 4.0 times,
and sustained positive free cash flow after dividends.

Any unexpected material increase in litigation risk or decline in
free cash flow could result in a ratings downgrade. Vector's
ratings could also be downgraded if pricing flexibility trends,
anti-tobacco legislation or growth prospects for the discount
cigarette industry are adversely impacted. Specifically, if EBITA
margins fall below 20% or debt-to-EBITDA rises and is sustained
above 5.0 times, ratings could be downgraded.

Vector Group Ltd. ("VGR") is a holding company with subsidiaries
engaged in domestic cigarettes manufacturing, real estate
development and brokerage. Vector's revenues during the twelve
months ended December 31, 2013 were approximately $599 million
(net of excise taxes of $457 million).

Rating Rationale

The principal methodology used in this rating was the Global
Tobacco Rating Methodology published in November 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.


VELATEL GLOBAL: Xin Hua Acknowledges Receipt Loan Payment
---------------------------------------------------------
Xin Hua delivered to Velatel Global Communications, Inc., a deed
of release which acknowledged (i) payment in full of the remaining
balance due under the Xin Hua Loan Agreement, (ii) release of the
shares and other collateral under the share charge, and (iii)
termination of the option deed.

VelaTel Global previously disclosed various agreements related to
its acquisition of 100 percent of the common stock of China Motion
Telecom (HK), Ltd.

In November, 2012, the Company entered into a stock purchase
agreement to acquire 100 percent of the Shares of CMMobile from
China Motion Holdings and others.  Following various amendments
and extensions, the SPA closed on March 1, 2013.

In July 2013, the Company filed an arbitration against Sellers
alleging breach of the SPA.  In August 2013, the Company entered
into a loan agreement with AQC, LLC, pursuant to which AQC
provided the proceeds of an installment payment of US$600,000 then
due to Sellers pursuant to the SPA.  In October 2013, the Company
entered into a settlement agreement with Sellers and a Loan
Agreement, Share Pledge and Option Deed with Xin Hua, pursuant to
which Xin Hua provided the proceeds to pay of the remaining
balance of the purchase price payable to Sellers pursuant to the
SPA.  In December 2013, the Company entered into an Amended Loan
Agreement with AQC, pursuant to which AQC provided the proceeds of
an installment payment of HK$9,791,000 [US$1,265,000] then due to
Xin Hua pursuant to the Xin Hua Loan Agreement.

The proceeds paid to Xin Hua on various dates in late-February
2014 to secure the Deed of Release were comprised of US$918,000
advanced by AQC, which AQC advanced pursuant to a preliminary
agreement to enter into the promissory note and related agreements
and US$1,500,000 advanced by Tai Chun-ya pursuant to a Loan
Agreement between Tai Chun-ya and Gulfstream.

A copy of the Form 8-K is available for free at:

                         http://is.gd/fqCxsE



                        About VelaTel Global

VelaTel acquires spectrum assets through acquisition or joint
venture relationships, and provides capital, engineering,
architectural and construction services related to the build-out
of wireless broadband telecommunications networks, which it then
operates by offering services attractive to residential,
enterprise and government subscribers.  VelaTel currently focuses
on emerging markets where internet penetration rate is low
relative to the capacity of incumbent operators to provide
comparable cutting edge services, or where the entry cost to
acquire spectrum is low relative to projected subscribers.
VelaTel currently has project operations in People's Republic of
China, Croatia, Montenegro and Peru.  Additional target markets
include countries in Latin America, the Caribbean, Southeast Asia
and Eastern Europe.  VelaTel's administrative headquarters are in
Carlsbad, California.  See http://www.velatel.com/

Velatel Global incurred a net loss of $45.60 million on $1.87
million of revenue for the year ended Dec. 31, 2012, as compared
with a net loss of $21.79 million on $0 of revenue for the year
ended Dec. 31, 2011.  The Company's balance sheet at Sept. 30,
2013, showed $2.56 million in total assets, $51.68 million in
total liabilities and a $49.12 million total deficiency.

Kabani & Company, Inc., in Los Angeles, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company's viability is dependent upon its
ability to obtain future financing and the success of its future
operations.  The Company has incurred a net loss of $45,601,292
for the year ended Dec. 31, 2012, cumulative losses of
$298,347,524 since inception, a negative working capital of
$34,972,850 and a stockholders' deficiency of $36,566,868.  These
factors raise substantial doubt as to the Company's ability to
continue as a going concern.


VERMILLION INC: Reports $1.8 Million Fourth Quarter Net Loss
------------------------------------------------------------
Vermillion, Inc., reported a net loss of $1.81 million on $1.58
million of total revenue for the three months ended Dec. 31, 2013,
as compared with a net loss of $1.37 million on $1.14 million of
total revenue for the same period during the prior year.

For the year ended Dec. 31, 2013, the Company reported a net loss
of $8.81 million on $2.56 million of total revenue as compared
with a net loss of $7.14 million on $2.09 million of total revenue
in 2012.

The Company's balance sheet at Dec. 31, 2013, showed $30.64
million in total assets, $3.87 million in total liabilities and
$26.76 million in total stockholders' equity.

"Our revenue growth in 2013 demonstrates the value of Vermillion's
increased efforts in directly promoting the use of OVA1 in the
U.S. market," said Thomas McLain, Vermillion's president and CEO.
"With the knowledge and experience gained during the year, we plan
to significantly expand our sales efforts in 2014.  While we will
continue to partner with Quest Diagnostics to make OVA1 available
in the U.S., we expect that our direct efforts will lead to a
higher volume of tests and increased revenue per test.  We plan to
apply the proceeds from the warrant exercise in December to
support this expanded direct commercialization effort, as well as
advance our next-generation ovarian cancer diagnostic."

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

                         http://is.gd/d2gQje

                          About Vermillion

Vermillion, Inc., is dedicated to the discovery, development and
commercialization of novel high-value diagnostic tests that help
physicians diagnose, treat and improve outcomes for patients.
Vermillion, along with its prestigious scientific collaborators,
has diagnostic programs in oncology, hematology, cardiology and
women's health.

The Company filed for Chapter 11 on March 30, 2009 (Bankr. D. Del.
Case No. 09-11091).  Vermillion's legal advisor in connection with
its successful reorganization efforts wass Paul, Hastings,
Janofsky & Walker LLP.  Vermillion emerged from bankruptcy in
January 2010.  The Plan called for the Company to pay all claims
in full and equity holders to retain control of the Company.

BDO USA, LLP, in Austin, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012, citing recurring losses and negative
cash flows from operations and an accumulated deficit, all of
which raise substantial doubt about the Company's ability to
continue as a going concern.


VICTOR OOLITIC: Judge Approves April 14 Auction for Assets
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the bidding procedures governing the sale of substantially all of
the assets of Victor Oolitic Stone Company, d/b/a Indiana
Limestone Co., et al., to Indiana Commercial Finance, LLC, subject
to higher and better offers.

ICF will serve as the stalking horse bidder with a credit bid of
$26 million.  All initial bids, which are due April 11, 2014, must
provide for an initial overbid of $250,000.  If Qualified Bids are
received, an auction will take place on April 14, at 1:00 p.m.
(prevailing Eastern Time) at the offices of McDonald Hopkins, LLC,
in Cleveland, Ohio.  The sale hearing is scheduled to be held on
April 16, at 1:00 p.m.

The Court also approved the expense reimbursement in the amount of
$780,000 to be paid to the stalking horse bidder in the event of a
sale of the assets to another bidder.

                       About Victor Oolitic

Victor Oolitic Stone Company began as a supplier of raw block
limestone and evolved into the leading provider of a full range of
dimensional limestone products in North America.  The company owns
10 quarry sites totaling over 4,000 acres and is largest
dimensional Indiana limestone quarrier and fabricator in North
America.

Victor Oolitic and VO Stone Holdings, Inc., sought bankruptcy
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 14-10311) on Feb. 17, 2014.  Judge Christopher S.
Sontchi presides over the cases.

Victor Oolitic hired Paul W. Linehan, Esq., and T. Daniel
Reynolds, Esq., at tapped McDonald Hopkins LLC as counsel; Derek
C. Abbott, Esq., Andrew R. Remming, Esq., and Renae M. Fusco,
Esq., at Morris, Nichols, Arsht & Tunnell, as Delaware counsel;
Stuart Buttrick, Esq., Gregory Dale, Esq., and Jay Jaffe, Esq., at
Faegre Baker Daniels LLP as labor and employment counsel; Quarton
Partners, LLC, an affiliate of Spearhead Capital LLC, a regulated
broker dealer, as investment banker; and Kurtzman Carson
Consultants as claims and noticing agent.

Victor Oolitic estimated $50 million to $100 million in assets and
liabilities.  As of Jan. 1, 2014, the aggregate outstanding
principal and accrued interest under the Debtors' prepetition
credit agreement was $53 million.  The Debtors also have
approximately $6 million in general unsecured debt primarily
consisting of outstanding notes owed to former owners of the
legacy Indiana Limestone Company and trade debt.

This is Victor Oolitic's second trip to the Bankruptcy Court.
This time, Victor Oolitic filed for bankruptcy with plans to sell
assets to Indiana Commercial Finance, LLC, in exchange for $26
million in debt.  Victor Oolitic Stone Company and Victor Oolitic
Holdings, Inc., sought Chapter 11 protection in (Bankr. S.D. Ind.
Case Nos. 09-05786 and 09-05787) on April 28, 2009.  Judge Frank
J. Otte presided over the 2009 case.  The 2009 Debtors were
represented by Henry A. Efroymson, Esq., at Ice Miller LLP.

ICF is represented by Vedder Price PC and Pepper Hamilton LLP.


VICTOR OOLITIC: Has Final Authority to Tap $3.5MM in DIP Loans
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave final
authority for Victor Oolitic Stone Company, et al., to obtain
secured postpetition financing up to an aggregate principal amount
not to exceed $3,500,000, from Indiana Commercial Finance, LLC.

The Lender agreed to make any postpetition financing available to
the Debtors and allowed the use of cash collateral until April 30,
2014.  Under the DIP Agreements, the Debtors are required to have
closed the sale of substantially all of their assets on or before
May 1.

A full-text copy of the Final DIP Order with Budget is available
at http://bankrupt.com/misc/VICTOROOLITICdipord0313.pdf

                       About Victor Oolitic

Victor Oolitic Stone Company began as a supplier of raw block
limestone and evolved into the leading provider of a full range of
dimensional limestone products in North America.  The company owns
10 quarry sites totaling over 4,000 acres and is largest
dimensional Indiana limestone quarrier and fabricator in North
America.

Victor Oolitic and VO Stone Holdings, Inc., sought bankruptcy
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 14-10311) on Feb. 17, 2014.  Judge Christopher S.
Sontchi presides over the cases.

Victor Oolitic hired Paul W. Linehan, Esq., and T. Daniel
Reynolds, Esq., at tapped McDonald Hopkins LLC as counsel; Derek
C. Abbott, Esq., Andrew R. Remming, Esq., and Renae M. Fusco,
Esq., at Morris, Nichols, Arsht & Tunnell, as Delaware counsel;
Stuart Buttrick, Esq., Gregory Dale, Esq., and Jay Jaffe, Esq., at
Faegre Baker Daniels LLP as labor and employment counsel; Quarton
Partners, LLC, an affiliate of Spearhead Capital LLC, a regulated
broker dealer, as investment banker; and Kurtzman Carson
Consultants as claims and noticing agent.

Victor Oolitic estimated $50 million to $100 million in assets and
liabilities.  As of Jan. 1, 2014, the aggregate outstanding
principal and accrued interest under the Debtors' prepetition
credit agreement was $53 million.  The Debtors also have
approximately $6 million in general unsecured debt primarily
consisting of outstanding notes owed to former owners of the
legacy Indiana Limestone Company and trade debt.

This is Victor Oolitic's second trip to the Bankruptcy Court.
This time, Victor Oolitic filed for bankruptcy with plans to sell
assets to Indiana Commercial Finance, LLC, in exchange for $26
million in debt.  Victor Oolitic Stone Company and Victor Oolitic
Holdings, Inc., sought Chapter 11 protection in (Bankr. S.D. Ind.
Case Nos. 09-05786 and 09-05787) on April 28, 2009.  Judge Frank
J. Otte presided over the 2009 case.  The 2009 Debtors were
represented by Henry A. Efroymson, Esq., at Ice Miller LLP.

ICF is represented by Vedder Price PC and Pepper Hamilton LLP.


VITRO SAB: Credit Agricole Asks Court to Enforce Judgment
---------------------------------------------------------
Michael Bathon, substituting for Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reports that a unit of Credit
Agricole SA, France's third-largest bank, asked that a judgment of
more than $90 million be enforced against a unit of Mexico's
largest glassmaker, Vitro SAB.

According to the report, Credit Agricole Corporate and Investment
Bank filed a "special turnover proceeding" on March 7 in New York
State Supreme Court against Vitro Envases Norteamerica SA, or
VENA, claiming the Vitro unit failed to pay a judgment resulting
from the settlement of a prior lawsuit which it says is "not in
dispute."

The bank said the Vitro unit confessed to owing the obligation
under the settlement stemming from a lawsuit after VENA defaulted
on a natural gas derivative contract with Credit Agricole, the
report related.

VENA was an intermediate holding company unit of Vitro that owned
virtually all the equity in the glassmaker's operating
subsidiaries, the report further related, citing the court filing.
As part of a  restructuring in Mexico, the valuable assets of VENA
were transferred to another company owned by Vitro in what the
bank claims is a fraudulent transfer, because VENA didn't receive
equivalent value in the transaction.

Vitro and other related companies "stripped VENA of its assets,
and fraudulently transferred them and/or their value to
themselves," the bank argued in court papers, Bloomberg added.
The bank is asking that Vitro and the other parties involved in
the "complicated corporate shell game" that led to VENA's
insolvency and inability to pay the judgment be forced to satisfy
the award.

                          About Vitro SAB

Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV:
VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases
Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global
glass producer, serving the construction and automotive glass
markets and glass containers needs of the food, beverage, wine,
liquor, cosmetics and pharmaceutical industries.

Vitro is the largest manufacturer of glass containers and flat
glass in Mexico, with consolidated net sales in 2009 of MXN23,991
million (US$1.837 billion).

Vitro defaulted on its debt in 2009, and sought to restructure
around US$1.5 billion in debt, including US$1.2 billion in notes.
Vitro launched an offer to buy back or swap US$1.2 billion in
debt from bondholders.  The tender offer would be consummated
with a bankruptcy filing in Mexico and Chapter 15 filing in the
United States.  Vitro said noteholders would recover as much as
73% by exchanging existing debt for cash, new debt or convertible
bonds.

            Concurso Mercantil & Chapter 15 Proceedings

Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a
pre-packaged Concurso Plan in the Federal District Court for
Civil and Labor Matters for the State of Nuevo Leon, commencing
its voluntary concurso mercantil proceedings -- the Mexican
equivalent of a prepackaged Chapter 11 reorganization.  Vitro SAB
also commenced parallel proceedings under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan
on Dec. 13, 2010, to seek U.S. recognition and deference to its
bankruptcy proceedings in Mexico.

Early in January 2011, the Mexican Court dismissed the Concurso
Mercantil proceedings.  But an appellate court in Mexico
reinstated the reorganization in April 2011.  Following the
reinstatement, Vitro SAB on April 14, 2011, re-filed a petition
for recognition of its Mexican reorganization in U.S. Bankruptcy
Court in Manhattan (Bankr. S.D.N.Y. Case No. 11-11754).

The Vitro parent received sufficient acceptances of its
reorganization by using the US$1.9 billion in debt owing to
subsidiaries to vote down opposition by bondholders.  The holders
of US$1.2 billion in defaulted bonds opposed the Mexican
reorganization plan because shareholders could retain ownership
while bondholders aren't being paid in full.

Vitro announced in March 2012 that it has implemented the
reorganization plan approved by a judge in Monterrey, Mexico.

In the present Chapter 15 case, the Debtor seeks to block any
creditor suits in the U.S. pending the reorganization in Mexico.

                      Chapter 11 Proceedings

A group of noteholders opposed the exchange -- namely Knighthead
Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc.,
Davidson Kempner Distressed Opportunities Fund LP, and Brookville
Horizons Fund, L.P.  Together, they held US$75 million, or
approximately 6% of the outstanding bond debt.  The Noteholder
group commenced involuntary bankruptcy cases under Chapter 11 of
the U.S. Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D.
Tex. Case No. 10-47470) and 15 other affiliates on Nov. 17, 2010.

Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation
counsel to analyze the potential rights that Vitro may exercise
in the United States against the ad hoc group of dissident
bondholders and its advisors.

A larger group of noteholders, known as the Ad Hoc Group of Vitro
Noteholders -- comprised of holders, or investment advisors to
holders, which represent approximately US$650 million of the
Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not
among the Chapter 11 petitioners, although the group has
expressed concerns over the exchange offer.  The group says the
exchange offer exposes Noteholders who consent to potential
adverse consequences that have not been disclosed by Vitro.  The
group is represented by John Cunningham, Esq., and Richard
Kebrdle, Esq. at White & Case LLP.

A bankruptcy judge in Fort Worth, Texas, denied involuntary
Chapter 11 petitions filed against four U.S. subsidiaries.  On
April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro
America LLC and three other U.S. subsidiaries -- that were
subject to the involuntary petitions into voluntary Chapter 11.
The Texas Court on April 21 denied involuntary petitions against
the eight U.S. subsidiaries that didn't consent to being in
Chapter 11.

Kurtzman Carson Consultants is the claims and notice agent to
Vitro America, et al.  Alvarez & Marsal North America LLC, is the
Debtors' operations and financial advisor.

The official committee of unsecured creditors appointed in the
Chapter 11 cases of Vitro America, et al., has selected Sarah
Link Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
Dallas, Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq.,
and Alexis Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP,
in New York, as counsel.  Blackstone Advisory Partners L.P.
serves as financial advisor to the Committee.

The U.S. Vitro companies sold their assets to American Glass
Enterprises LLC, an affiliate of Sun Capital Partners Inc., for
US$55 million.

U.S. subsidiaries of Vitro SAB are having their cases converted
to liquidations in Chapter 7, court records in January 2012 show.
In December, the U.S. Trustee in Dallas filed a motion to convert
the subsidiaries' cases to liquidations in Chapter 7.  The
Justice Department's bankruptcy watchdog said US$5.1 million in
bills were run up in bankruptcy and hadn't been paid.

On June 13, 2012, U.S. Bankruptcy Judge Harlin "Cooter" Hale in
Dallas entered a ruling that precluded Vitro from enforcing
its Mexican reorganization plan in the U.S.  Vitro's appeal is
pending.

In November 2012, the U.S. Court of Appeals Judge Carolyn King
ruled that Vitro SAB won't be permitted to enforce its bankruptcy
reorganization plan in the U.S.  She said that Vitro "has not
shown that there exist truly unusual circumstances necessitating
the release" preventing bondholders from suing subsidiaries.

In early March 2013, Vitro announce a settlement that will end all
litigation between Vitro and certain creditors in Mexico and the
United States over the past two years.


* Late-Filed State Income Tax Returns Not Discharged
----------------------------------------------------
Michael Bathon, substituting for Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reports that when an individual
doesn't file a state income tax return by the April due date, the
tax debt isn't discharged in bankruptcy, U.S. District Judge
William G. Young in Boston ruled on March 7, citing 2005
amendments to the U.S. Bankruptcy Code.

According to the report, Judge Young consolidated two appeals of
cases in which the bankruptcy judges reached opposite conclusions.
One ruled that tax debt in a late-filed return isn't discharged
while the other said it was, so long as the late return was filed
before the state assessed a tax.

The U.S. Court of Appeals in Boston hasn't addressed the issue,
nor had another district judge in Massachusetts, Judge Young said,
the report pointed out.

Mr. Bathon related that Judge Young in part followed the reasoning
in a January 2012 opinion by Circuit Judge Carolyn King of the
U.S. Court of Appeals in New Orleans in McCoy v. Mississippi State
Tax Commission. Judge King and Judge Young were both dealing with
the definition of "return" added to Section 523(a) of the
Bankruptcy Code in 2005.

Prior to the amendment, most courts held that debt on a late-filed
return was discharged so long as the return satisfied the so-
called Beard test by looking like a tax return, Mr. Bathon said.

The case is Perkins v. Massachusetts Department of Revenue, 13-
30107, U.S. District Court, District of Massachusetts (Boston).


* U.S. High-Yield Defaults Remain Low in 2013, Fitch Says
---------------------------------------------------------
The default rate for U.S. high-yield debt remained low for the
fourth consecutive year, ending 2013 at 1.5 percent, according to
a statement issued by Fitch Ratings, Michael Bathon, substituting
for Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports.

Four more issuers defaulted in 2013 than in 2012, rising to 36
issuers, on about $18.5 billion in bonds for the year, down from
$20.5 billion in 2012, the Bloomberg report said, citing Fitch.
Energy, broadcasting and media, and building and materials led
defaults for 2013.

The average recovery rate fell from 50.2 percent of par value in
2012 to 47.7 percent in 2013, with emerging market issuers with
dollar-denominated bonds dragging down the figure, Fitch said, the
report related.  The average recovery was 66.1 percent for U.S.
issuers.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                            Total
                                           Share-     Total
                                 Total   Holders'   Working
                                Assets     Equity   Capital
  Company         Ticker          ($MM)      ($MM)     ($MM)
  -------         ------        ------   --------   -------
ABSOLUTE SOFTWRE  ABT CN         142.1      (11.2)     (6.3)
ABSOLUTE SOFTWRE  ALSWF US       142.1      (11.2)     (6.3)
ABSOLUTE SOFTWRE  OU1 TH         142.1      (11.2)     (6.3)
ABSOLUTE SOFTWRE  OU1 GR         142.1      (11.2)     (6.3)
ACHAOGEN INC      AKAO US         13.8       (0.0)      2.1
ADVANCED EMISSIO  OXQ1 GR        106.4      (46.1)    (15.3)
ADVANCED EMISSIO  ADES US        106.4      (46.1)    (15.3)
ADVENT SOFTWARE   AXQ GR         456.3     (111.8)   (106.0)
ADVENT SOFTWARE   ADVS US        456.3     (111.8)   (106.0)
AERIE PHARMACEUT  0P0 GR           7.2      (22.4)    (11.0)
AERIE PHARMACEUT  AERI US          7.2      (22.4)    (11.0)
AGENUS INC        AGEN US         34.8       (4.5)     17.9
AIR CANADA-CL A   AC/A CN      9,470.0   (1,397.0)     98.0
AIR CANADA-CL A   AIDIF US     9,470.0   (1,397.0)     98.0
AIR CANADA-CL A   ADH GR       9,470.0   (1,397.0)     98.0
AIR CANADA-CL A   ADH TH       9,470.0   (1,397.0)     98.0
AIR CANADA-CL B   ADH1 TH      9,470.0   (1,397.0)     98.0
AIR CANADA-CL B   AIDEF US     9,470.0   (1,397.0)     98.0
AIR CANADA-CL B   ADH1 GR      9,470.0   (1,397.0)     98.0
AIR CANADA-CL B   AC/B CN      9,470.0   (1,397.0)     98.0
ALIMERA SCIENCES  ASZ GR          19.6       (4.9)     13.7
ALIMERA SCIENCES  ASZ TH          19.6       (4.9)     13.7
ALIMERA SCIENCES  ALIM US         19.6       (4.9)     13.7
ALLIANCE HEALTHC  AIQ US         515.6     (131.4)     61.3
AMC NETWORKS-A    AMCX US      2,636.7     (571.3)    889.9
AMC NETWORKS-A    9AC GR       2,636.7     (571.3)    889.9
AMER RESTAUR-LP   ICTPU US        33.5       (4.0)     (6.2)
AMERICAN AIRLINE  AAL US      42,278.0   (2,731.0)    517.0
AMERICAN AIRLINE  A1G TH      42,278.0   (2,731.0)    517.0
AMERICAN AIRLINE  AAL* MM     42,278.0   (2,731.0)    517.0
AMERICAN AIRLINE  A1G GR      42,278.0   (2,731.0)    517.0
AMR CORP          ACP GR      42,278.0   (2,731.0)    517.0
AMYLIN PHARMACEU  AMLN US      1,998.7      (42.4)    263.0
AMYRIS INC        AMRS US        198.9     (135.8)     (0.4)
ANGIE'S LIST INC  ANGI US        105.6      (18.5)    (21.7)
ANGIE'S LIST INC  8AL GR         105.6      (18.5)    (21.7)
ARRAY BIOPHARMA   AR2 TH         146.3       (5.4)     90.2
ARRAY BIOPHARMA   ARRY US        146.3       (5.4)     90.2
ARRAY BIOPHARMA   AR2 GR         146.3       (5.4)     90.2
ATLATSA RESOURCE  ATL SJ         768.5      (14.1)     30.2
AUTOZONE INC      AZ5 TH       7,023.4   (1,721.2)   (962.6)
AUTOZONE INC      AZ5 GR       7,023.4   (1,721.2)   (962.6)
AUTOZONE INC      AZO US       7,023.4   (1,721.2)   (962.6)
BARRACUDA NETWOR  7BM GR         236.2      (90.1)    (66.5)
BARRACUDA NETWOR  CUDA US        236.2      (90.1)    (66.5)
BERRY PLASTICS G  BERY US      5,264.0     (183.0)    681.0
BERRY PLASTICS G  BP0 GR       5,264.0     (183.0)    681.0
BIOCRYST PHARM    BO1 TH          48.9       (1.1)     26.9
BIOCRYST PHARM    BO1 GR          48.9       (1.1)     26.9
BIOCRYST PHARM    BCRX US         48.9       (1.1)     26.9
BRP INC/CA-SUB V  DOO CN       1,875.1      (63.7)    116.5
BRP INC/CA-SUB V  BRPIF US     1,875.1      (63.7)    116.5
BRP INC/CA-SUB V  B15A GR      1,875.1      (63.7)    116.5
BURLINGTON STORE  BUI GR       2,980.9     (215.8)    145.9
BURLINGTON STORE  BURL US      2,980.9     (215.8)    145.9
CABLEVISION SY-A  CVC US       6,591.1   (5,274.3)    283.4
CABLEVISION SY-A  CVY GR       6,591.1   (5,274.3)    283.4
CAESARS ENTERTAI  C08 GR      24,688.9   (1,903.8)  1,239.5
CAESARS ENTERTAI  CZR US      24,688.9   (1,903.8)  1,239.5
CANNAVEST CORP    CANV US         10.7       (0.2)     (1.3)
CANNAVEST CORP    0VE GR          10.7       (0.2)     (1.3)
CAPMARK FINANCIA  CPMK US     20,085.1     (933.1)      -
CC MEDIA-A        CCMO US     15,097.3   (8,696.6)    753.7
CELLADON CORP     CLDN US         24.6      (44.3)     20.1
CELLADON CORP     72C GR          24.6      (44.3)     20.1
CENTENNIAL COMM   CYCL US      1,480.9     (925.9)    (52.1)
CENVEO INC        CVO US       1,213.7     (497.0)    141.2
CHOICE HOTELS     CZH GR         539.9     (464.2)     84.3
CHOICE HOTELS     CHH US         539.9     (464.2)     84.3
CIENA CORP        CIEN US      1,800.6      (86.9)    800.8
CIENA CORP        CIE1 GR      1,800.6      (86.9)    800.8
CIENA CORP        CIEN TE      1,800.6      (86.9)    800.8
CIENA CORP        CIE1 TH      1,800.6      (86.9)    800.8
CINCINNATI BELL   CBB US       2,107.3     (676.7)     (3.2)
DENDREON CORP     DNDN US        434.4     (247.7)    180.0
DEX MEDIA INC     DXM US       3,358.0     (142.0)    332.0
DIRECTV           DIG1 GR     21,905.0   (6,169.0)   (577.0)
DIRECTV           DTV CI      21,905.0   (6,169.0)   (577.0)
DIRECTV           DTV US      21,905.0   (6,169.0)   (577.0)
DOMINO'S PIZZA    EZV GR         525.3   (1,290.2)     96.9
DOMINO'S PIZZA    DPZ US         525.3   (1,290.2)     96.9
DOMINO'S PIZZA    EZV TH         525.3   (1,290.2)     96.9
DUN & BRADSTREET  DNB US       1,849.9   (1,206.3)   (128.9)
DUN & BRADSTREET  DB5 TH       1,849.9   (1,206.3)   (128.9)
DUN & BRADSTREET  DB5 GR       1,849.9   (1,206.3)   (128.9)
EASTMAN KODAK CO  KODK US      3,815.0   (3,153.0)   (785.0)
EASTMAN KODAK CO  KODN GR      3,815.0   (3,153.0)   (785.0)
EDGEN GROUP INC   EDG US         883.8       (0.8)    409.2
EGALET CORP       EGLT US         14.4       (1.5)     (3.1)
ELEVEN BIOTHERAP  EBIO US          5.1       (6.1)     (2.9)
EMPIRE STATE -ES  ESBA US      1,122.2      (31.6)   (925.9)
EMPIRE STATE-S60  OGCP US      1,122.2      (31.6)   (925.9)
ENDURANCE INTERN  EI0 GR       1,519.2      (20.5)   (180.2)
ENDURANCE INTERN  EIGI US      1,519.2      (20.5)   (180.2)
ENTRAVISION CO-A  EVC US         448.7       (5.5)     70.2
ENTRAVISION CO-A  EV9 GR         448.7       (5.5)     70.2
FAIRPOINT COMMUN  FRP US       1,592.6     (406.7)     30.0
FATE THERAPEUTIC  F6T GR          23.0       (9.9)      9.9
FATE THERAPEUTIC  FATE US         23.0       (9.9)      9.9
FERRELLGAS-LP     FEG GR       1,620.8     (101.2)     20.0
FERRELLGAS-LP     FGP US       1,620.8     (101.2)     20.0
FREESCALE SEMICO  FSL US       3,047.0   (4,594.0)  1,133.0
FREESCALE SEMICO  1FS GR       3,047.0   (4,594.0)  1,133.0
FREESCALE SEMICO  1FS TH       3,047.0   (4,594.0)  1,133.0
GLG PARTNERS INC  GLG US         400.0     (285.6)    156.9
GLG PARTNERS-UTS  GLG/U US       400.0     (285.6)    156.9
GLOBAL BRASS & C  BRSS US        592.5       (8.9)    307.1
GLOBAL BRASS & C  6GB GR         592.5       (8.9)    307.1
GRAHAM PACKAGING  GRM US       2,947.5     (520.8)    298.5
HALOZYME THERAPE  HALO US        101.8      (20.0)     69.7
HALOZYME THERAPE  HALOZ GR       101.8      (20.0)     69.7
HCA HOLDINGS INC  2BH TH      28,831.0   (6,928.0)  2,342.0
HCA HOLDINGS INC  2BH GR      28,831.0   (6,928.0)  2,342.0
HCA HOLDINGS INC  HCA US      28,831.0   (6,928.0)  2,342.0
HD SUPPLY HOLDIN  HDS US       6,518.0     (698.0)  1,346.0
HD SUPPLY HOLDIN  5HD GR       6,518.0     (698.0)  1,346.0
HORIZON PHARMA I  HZNP US        252.6      (49.1)     67.5
HORIZON PHARMA I  HPM TH         252.6      (49.1)     67.5
HORIZON PHARMA I  HPM GR         252.6      (49.1)     67.5
HOVNANIAN ENT-A   HOV US       1,787.3     (456.1)  1,131.9
HOVNANIAN ENT-A   HO3 GR       1,787.3     (456.1)  1,131.9
HOVNANIAN ENT-B   HOVVB US     1,787.3     (456.1)  1,131.9
HOVNANIAN-A-WI    HOV-W US     1,787.3     (456.1)  1,131.9
HUGHES TELEMATIC  HUTC US        110.2     (101.6)   (113.8)
HUGHES TELEMATIC  HUTCU US       110.2     (101.6)   (113.8)
INCYTE CORP       ICY GR         629.6     (193.1)    447.8
INCYTE CORP       ICY TH         629.6     (193.1)    447.8
INCYTE CORP       INCY US        629.6     (193.1)    447.8
INFOR US INC      LWSN US      6,515.2     (555.7)   (303.6)
IPCS INC          IPCS US        559.2      (33.0)     72.1
ISTA PHARMACEUTI  ISTA US        124.7      (64.8)      2.2
JUST ENERGY GROU  1JE GR       1,543.7     (199.3)    (12.4)
JUST ENERGY GROU  JE CN        1,543.7     (199.3)    (12.4)
JUST ENERGY GROU  JE US        1,543.7     (199.3)    (12.4)
KATE SPADE & CO   LIZ GR         977.5      (32.5)    206.5
KATE SPADE & CO   KATE US        977.5      (32.5)    206.5
L BRANDS INC      LTD GR       7,198.0     (369.0)  1,324.0
L BRANDS INC      LTD TH       7,198.0     (369.0)  1,324.0
L BRANDS INC      LB US        7,198.0     (369.0)  1,324.0
LDR HOLDING CORP  LDRH US         77.7       (7.2)     10.3
LEAP WIRELESS     LWI TH       4,662.9     (125.1)    346.9
LEAP WIRELESS     LWI GR       4,662.9     (125.1)    346.9
LEAP WIRELESS     LEAP US      4,662.9     (125.1)    346.9
LEE ENTERPRISES   LEE US         820.2     (157.4)      9.9
LEE ENTERPRISES   LE7 GR         820.2     (157.4)      9.9
LORILLARD INC     LLV TH       3,536.0   (2,064.0)  1,085.0
LORILLARD INC     LLV GR       3,536.0   (2,064.0)  1,085.0
LORILLARD INC     LO US        3,536.0   (2,064.0)  1,085.0
MACROGENICS INC   MGNX US         42.0       (4.0)     11.7
MACROGENICS INC   M55 GR          42.0       (4.0)     11.7
MALIBU BOATS-A    MBUU US         57.2      (32.5)     (2.0)
MALIBU BOATS-A    M05 GR          57.2      (32.5)     (2.0)
MANNKIND CORP     MNKD US        258.6      (30.7)    (51.5)
MANNKIND CORP     NNF1 GR        258.6      (30.7)    (51.5)
MANNKIND CORP     NNF1 TH        258.6      (30.7)    (51.5)
MARRIOTT INTL-A   MAR US       6,794.0   (1,415.0)   (772.0)
MARRIOTT INTL-A   MAQ GR       6,794.0   (1,415.0)   (772.0)
MARRIOTT INTL-A   MAQ TH       6,794.0   (1,415.0)   (772.0)
MDC PARTNERS-A    MDZ/A CN     1,425.2     (128.1)   (189.8)
MDC PARTNERS-A    MDCA US      1,425.2     (128.1)   (189.8)
MDC PARTNERS-A    MD7A GR      1,425.2     (128.1)   (189.8)
MERITOR INC       MTOR US      2,497.0     (808.0)    337.0
MERITOR INC       AID1 GR      2,497.0     (808.0)    337.0
MERRIMACK PHARMA  MP6 GR         192.4      (43.1)    108.9
MERRIMACK PHARMA  MACK US        192.4      (43.1)    108.9
MIRATI THERAPEUT  MRTX US         18.5      (24.3)    (25.3)
MIRATI THERAPEUT  26M GR          18.5      (24.3)    (25.3)
MONEYGRAM INTERN  MGI US       4,786.9      (77.0)     85.2
MORGANS HOTEL GR  M1U GR         572.8     (172.9)      6.5
MORGANS HOTEL GR  MHGC US        572.8     (172.9)      6.5
MOUNTAIN HIGH AC  MYHI US          0.0       (0.0)      0.0
MPG OFFICE TRUST  MPG US       1,280.0     (437.3)      -
NATIONAL CINEMED  XWM GR       1,067.3     (146.1)    134.0
NATIONAL CINEMED  NCMI US      1,067.3     (146.1)    134.0
NAVISTAR INTL     IHR GR       7,654.0   (3,877.0)    645.0
NAVISTAR INTL     IHR TH       7,654.0   (3,877.0)    645.0
NAVISTAR INTL     NAV US       7,654.0   (3,877.0)    645.0
NEKTAR THERAPEUT  ITH GR         434.5      (89.9)    159.7
NEKTAR THERAPEUT  NKTR US        434.5      (89.9)    159.7
NEXSTAR BROADC-A  NXST US      1,163.7      (13.2)    117.2
NEXSTAR BROADC-A  NXZ GR       1,163.7      (13.2)    117.2
NORCRAFT COS INC  6NC GR         265.0       (6.1)     47.7
NORCRAFT COS INC  NCFT US        265.0       (6.1)     47.7
NORTHWEST BIO     NBYA GR          7.6      (14.3)     (9.7)
NORTHWEST BIO     NWBO US          7.6      (14.3)     (9.7)
NYMOX PHARMACEUT  NYMX US          1.1       (5.9)     (2.3)
OCI PARTNERS LP   OCIP US        460.3      (98.7)     79.8
OCI PARTNERS LP   OP0 GR         460.3      (98.7)     79.8
OMEROS CORP       OMER US         16.5      (18.4)      2.9
OMEROS CORP       3O8 GR          16.5      (18.4)      2.9
OMTHERA PHARMACE  OMTH US         18.3       (8.5)    (12.0)
PALM INC          PALM US      1,007.2       (6.2)    141.7
PHILIP MORRIS IN  PMI SW      38,168.0   (6,274.0)   (214.0)
PHILIP MORRIS IN  PM1CHF EU   38,168.0   (6,274.0)   (214.0)
PHILIP MORRIS IN  PM1EUR EU   38,168.0   (6,274.0)   (214.0)
PHILIP MORRIS IN  4I1 TH      38,168.0   (6,274.0)   (214.0)
PHILIP MORRIS IN  4I1 GR      38,168.0   (6,274.0)   (214.0)
PHILIP MORRIS IN  PM US       38,168.0   (6,274.0)   (214.0)
PHILIP MORRIS IN  PM FP       38,168.0   (6,274.0)   (214.0)
PHILIP MORRIS IN  PM1 TE      38,168.0   (6,274.0)   (214.0)
PLAYBOY ENTERP-A  PLA/A US       165.8      (54.4)    (16.9)
PLAYBOY ENTERP-B  PLA US         165.8      (54.4)    (16.9)
PLUG POWER INC    PLUN TH         35.4      (15.5)     11.1
PLUG POWER INC    PLUN GR         35.4      (15.5)     11.1
PLUG POWER INC    PLUG US         35.4      (15.5)     11.1
PLY GEM HOLDINGS  PGEM US      1,042.3      (52.0)    175.8
PLY GEM HOLDINGS  PG6 GR       1,042.3      (52.0)    175.8
PROTALEX INC      PRTX US          1.2       (8.6)      0.6
PROTECTION ONE    PONE US        562.9      (61.8)     (7.6)
QUALITY DISTRIBU  QDZ GR         427.2      (56.3)     88.8
QUALITY DISTRIBU  QLTY US        427.2      (56.3)     88.8
QUINTILES TRANSN  QTS GR       3,066.8     (667.5)    463.4
QUINTILES TRANSN  Q US         3,066.8     (667.5)    463.4
RE/MAX HOLDINGS   2RM GR         252.0      (22.5)     39.1
RE/MAX HOLDINGS   RMAX US        252.0      (22.5)     39.1
REAL GOODS SOL-A  RGSE US         36.7       (0.1)     (1.6)
REGAL ENTERTAI-A  RETA GR      2,704.7     (715.3)    (41.3)
REGAL ENTERTAI-A  RGC US       2,704.7     (715.3)    (41.3)
RENAISSANCE LEA   RLRN US         57.0      (28.2)    (31.4)
RENTPATH INC      PRM US         208.0      (91.7)      3.6
RETROPHIN INC     17R GR          21.4       (5.8)    (10.3)
RETROPHIN INC     RTRX US         21.4       (5.8)    (10.3)
REVANCE THERAPEU  RVNC US         18.9      (23.7)    (28.6)
REVANCE THERAPEU  RTI GR          18.9      (23.7)    (28.6)
REVLON INC-A      RVL1 GR      2,123.9     (596.5)    246.4
REVLON INC-A      REV US       2,123.9     (596.5)    246.4
RITE AID CORP     RTA GR       7,138.2   (2,228.8)  1,881.2
RITE AID CORP     RAD US       7,138.2   (2,228.8)  1,881.2
RURAL/METRO CORP  RURL US        303.7      (92.1)     72.4
SALLY BEAUTY HOL  S7V GR       2,060.1     (291.2)    689.5
SALLY BEAUTY HOL  SBH US       2,060.1     (291.2)    689.5
SILVER SPRING NE  9SI TH         516.4      (78.1)     95.5
SILVER SPRING NE  9SI GR         516.4      (78.1)     95.5
SILVER SPRING NE  SSNI US        516.4      (78.1)     95.5
SMART TECHNOL-A   2SA GR         374.2      (29.4)     71.6
SMART TECHNOL-A   SMA CN         374.2      (29.4)     71.6
SMART TECHNOL-A   SMT US         374.2      (29.4)     71.6
SUNESIS PHARMAC   SNSS US         40.5       (6.2)      6.5
SUNESIS PHARMAC   RYIN TH         40.5       (6.2)      6.5
SUNESIS PHARMAC   RYIN GR         40.5       (6.2)      6.5
SUNGAME CORP      SGMZ US          0.1       (2.2)     (2.3)
SUPERVALU INC     SVU* MM      4,711.0     (983.0)    272.0
SUPERVALU INC     SJ1 GR       4,711.0     (983.0)    272.0
SUPERVALU INC     SJ1 TH       4,711.0     (983.0)    272.0
SUPERVALU INC     SVU US       4,711.0     (983.0)    272.0
TANDEM DIABETES   TNDM US         48.6       (2.8)     13.8
TANDEM DIABETES   TD5 GR          48.6       (2.8)     13.8
TAUBMAN CENTERS   TU8 GR       3,506.2     (215.7)      -
TAUBMAN CENTERS   TCO US       3,506.2     (215.7)      -
THRESHOLD PHARMA  NZW1 GR        104.1      (23.5)     59.0
THRESHOLD PHARMA  THLD US        104.1      (23.5)     59.0
TOWN SPORTS INTE  T3D GR         413.8      (43.5)     27.8
TOWN SPORTS INTE  CLUB US        413.8      (43.5)     27.8
TRANSDIGM GROUP   TDG US       6,292.5     (234.2)    882.4
TRANSDIGM GROUP   T7D GR       6,292.5     (234.2)    882.4
ULTRA PETROLEUM   UPL US       2,785.3     (331.5)   (278.8)
ULTRA PETROLEUM   UPM GR       2,785.3     (331.5)   (278.8)
UNISYS CORP       UIS US       2,510.0     (663.9)    516.0
UNISYS CORP       UIS1 SW      2,510.0     (663.9)    516.0
UNISYS CORP       UISCHF EU    2,510.0     (663.9)    516.0
UNISYS CORP       USY1 TH      2,510.0     (663.9)    516.0
UNISYS CORP       USY1 GR      2,510.0     (663.9)    516.0
UNISYS CORP       UISEUR EU    2,510.0     (663.9)    516.0
VARONIS SYSTEMS   VRNS US         33.7       (1.5)      1.8
VARONIS SYSTEMS   VS2 GR          33.7       (1.5)      1.8
VECTOR GROUP LTD  VGR US       1,260.2      (21.6)    183.3
VECTOR GROUP LTD  VGR GR       1,260.2      (21.6)    183.3
VENOCO INC        VQ US          695.2     (258.7)    (39.2)
VERISIGN INC      VRSN US      2,660.8     (423.6)   (226.0)
VERISIGN INC      VRS TH       2,660.8     (423.6)   (226.0)
VERISIGN INC      VRS GR       2,660.8     (423.6)   (226.0)
VINCE HOLDING CO  VNC GR         470.3     (181.2)   (158.1)
VINCE HOLDING CO  VNCE US        470.3     (181.2)   (158.1)
VIRGIN MOBILE-A   VM US          307.4     (244.2)   (138.3)
VISKASE COS I     VKSC US        346.7      (16.3)    106.1
WEIGHT WATCHERS   WW6 TH       1,408.9   (1,474.6)    (30.1)
WEIGHT WATCHERS   WW6 GR       1,408.9   (1,474.6)    (30.1)
WEIGHT WATCHERS   WTW US       1,408.9   (1,474.6)    (30.1)
WEST CORP         WSTC US      3,486.3     (740.2)    363.9
WEST CORP         WT2 GR       3,486.3     (740.2)    363.9
WESTMORELAND COA  WME GR         939.8     (280.3)      4.1
WESTMORELAND COA  WLB US         939.8     (280.3)      4.1
XERIUM TECHNOLOG  TXRN GR        624.1      (11.4)    107.5
XERIUM TECHNOLOG  XRM US         624.1      (11.4)    107.5
XOMA CORP         XOMA GR        134.8       (4.0)     97.4
XOMA CORP         XOMA TH        134.8       (4.0)     97.4
XOMA CORP         XOMA US        134.8       (4.0)     97.4
YRC WORLDWIDE IN  YEL1 TH      2,064.9     (597.4)    213.3
YRC WORLDWIDE IN  YEL1 GR      2,064.9     (597.4)    213.3
YRC WORLDWIDE IN  YRCW US      2,064.9     (597.4)    213.3
ZOGENIX INC       ZGNX US         54.6      (13.9)      3.1


                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com by e-mail.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to the nation's bankruptcy courts.  The
list includes links to freely downloadable of these small-dollar
petitions in Acrobat PDF documents.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2014.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


                  *** End of Transmission ***