TCR_Public/140402.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, April 2, 2014, Vol. 18, No. 91

                            Headlines

ABLEST INC: Select Staffing Files Prepack Debt Swap with Lenders
ADAMIS PHARMACEUTICALS: To Issue 1 Million Shares Under Plan
ALBERTSON'S LLC: S&P Puts 'B' CCR on CreditWatch Developing
ALLIED NEVADA: S&P Lowers CCR to 'CCC+' on Liquidity Concerns
ALL AMERICAN PET: Incurs $4.4 Million Loss in Sept. 30 Quarter

ALM MEDIA: Owner Said to Put American Lawyer Publisher Up for Sale
AMERICAN SEAFOODS: Moody's Lowers Corp. Family Rating to 'Caa1'
APPLIED MINERALS: Reports $13 Million 2013 Net Loss
ARCHDIOCESE OF MILWAUKEE: To Pay $67,000 to Abuse Survivors
ARTESYN TECHNOLOGIES: S&P Lowers CCR to 'B-' on Business Declines

ATLANTIC COAST: Incurs $11.4 Million Net Loss in 2013
AUTO ORANGE: April 17 Hearing on Bid for Exclusivity Extension
AVAGO TECHNOLOGIES: S&P Lowers CCR to 'BB+' & Removes From Watch
BERNARD L. MADOFF: Customers' JPMorgan Class Settlement Approved
BERRY PLASTICS: Transaction with Rexam No Impact on Moody's B2 CFR

BOMBARDIER INC: Moody's Rates Proposed Sr. Unsecured Notes 'Ba3'
BOMBARDIER INC: S&P Rates $1.8-Bil. Senior Unsecured Notes 'BB-'
BONDS.COM GROUP: Daher Investors OK Merger Pact with MTS
CAESARS ENTERTAINMENT: Widens Net Loss to $2.9-Bil. in 2013
CAESARS GROWTH: S&P Assigns B- CCR & Rates $1.325BB Facility B+

CALMENA ENERGY: Enters Into Forbearance Agreement with Sr. Lender
CARINO COMPANY: HIS/Canada Director Responds to Possible Bailout
CCS MEDICAL: S&P Lowers CCR to 'CCC' on Weak Liquidity
CHAMPION INDUSTRIES: Incurs $630,000 Net Loss in Fourth Quarter
CIRCLE STAR: Reports $1.5 Million Net Income in Jan. 31 Quarter

COLOR STAR: Regions Bank Wants Relief From Automatic Stay
COMMUNITY HEALTH: Enters Into Amendments to Securitization Program
COMSTOCK MINING: Reports $25.4 Million 2013 Loss
CONSTAR INTERNATIONAL: Creditors, Lenders Ink Deal
CORE ENTERTAINMENT: S&P Puts 'B' CCR on CreditWatch Negative

CUBIC ENERGY: Amends Various Regulatory Filings with SEC
CUI GLOBAL: Delays Form 10-K for 2013
CUMULUS MEDIA: Posts $165.4 Million Net Income in 2013
DOLAN COMPANY: Joint Disclosure Statement & Plan Hearing on May 1
DOLAN COMPANY: Has Interim Approval to Tap $4.5MM in DIP Loans

DOLAN COMPANY: Schedules Filing Date Extended to May 22
DETROIT, MI: Emergency Manager Says Creditor Support Is Mounting
DETROIT, MI: Files Amended Plan & Disclosure Statement
DETROIT, MI: Proposes Reducing Payouts
DOWNTOWN PHOENIX: S&P Revises Outlook & Affirms 'BB+' Rating

DTS8 COFFEE: Incurs $591,000 Net Loss in Jan. 31 Quarter
EASTERN HILLS: Chapter 11 Trustee Seeks Approval of Asset Sale
EDGENET INC: Wants Former Owners' Committee Disbanded
EMPIRE RESORTS: Appoints Edmund Marinucci as Director
EMPIRE TODAY: S&P Affirms 'B-' CCR & Revises Outlook to Stable

ENDEAVOUR INTERNATIONAL: Moody's Hikes Corp. Family Rating to Caa2
ENDEAVOUR INTERNATIONAL: Incurs $97 Million Net Loss in 2013
ENERGY FUTURE: Discussions on Restructuring Alternatives Ongoing
ENERGY FUTURE: Skips Interest Payment, Late in Filing 10-K
ESTATE FINANCIAL: 9th Circ. Revives Bryan Cave Malpractice Suits

EVERYWARE GLOBAL: Not in Compliance with Leverage Ratio Req't
EXGEN RENEWABLES: S&P Assigns 'BB-' Rating to $300MM Sr. Facility
EXTERRAN PARTNERS: Moody's Rates $300MM Sr. Unsecured Notes 'B1'
EXTERRAN PARTNERS: S&P Raises CCR to 'B+' on Improved Performance
F&H ACQUISITION: AmREIT Executes Lease Amendment with Champps

FERRO CORP: S&P Revises Outlook to Stable & Affirms 'B+' CCR
FINJAN HOLDINGS: Incurs $6 Million Net Loss in 2013
FINJAN HOLDINGS: Unit Files Infringement Suit Against Sophos
FIRST SECURITY: Incurs $13.4 Million Net Loss in 2013
FISKER AUTOMOTIVE: Wants Plan Exclusivity Period Extended to July

FISKER AUTOMOTIVE: Panel Hires 284 Partners as Valuation Expert
FLINTKOTE COMPANY: Seeks 5-Month Extension of Exclusive Periods
GENERAL MOTORS: Senator Pushes DOJ to Set Up Fund For Victims
GENERAL MOTORS: Barra Says Failure to Fix Switch 'Very Disturbing'
GLOBAL AVIATION: Bid Submission Deadline Extended to April 23

GLOBAL GEOPHYSICAL: S&P Lowers CCR to 'D' on Chapter 11 Filing
GREAT ATLANTIC: S&P Revises Outlook & Affirms 'CCC' CCR
GREAT PLAINS: S&P Lowers LT Rating to 'BB' on Operating Losses
GULFPORT ENERGY: S&P Puts 'CCC+' Rating on CreditWatch Positive
HAMPTON ROADS: Posts $4.1 Million 2013 Net Income

HERCULES, CA: Must Extend Tender to Avoid Bond Default
HORIZON LINES: Peter Troob Holds 8.5% of Class A Shares
HOT DOG ON A STICK: Yoachums & Witczaks Permit Limited Cash Use
HOT DOG ON A STICK: May Dispose Of Oregon Store Property
HOT DOG ON A STICK: Can Use Torrey Pines Cash Through May 31

HULDRA SILVER: Enters Into Due Diligence Agreement Ximen
IDERA PHARMACEUTICALS: Appoints Two Directors to Board
HYDROCARB ENERGY: Delays Form 10-Q for Jan. 31 Quarter
INTERLEUKIN GENETICS: James Weaver Quits as Director
INTERPUBLIC GROUP: S&P Rates $350MM Sr. Unsecured Notes 'BB+'

JACKSONVILLE BANCORP: Endeavour Stake at 9.9% as of Feb. 14
JACKSONVILLE BANCORP: Reports $32.4 Million 2013 Net Loss
JAMES RIVER: Delays Form 10-K for 2013 Over Strategic Review
KATE SPADE: S&P Affirms 'B' CCR & Rates $400MM Sr. Sec. Loan 'B'
KIRCH MEDIA: Law Firms Raided Over Work on Deutsche Bank Case

LEE ENTERPRISES: Completes Refinancing of $800-Mil. Debt
LEVEL 3: Subsidiary Guarantees 2021 Notes
LIBBEY INC: S&P Raises CCR to 'BB-' on Expected Debt Prepayment
LIGHTSQUARED INC: Says Dish Chair Withheld Key Docs in Debt Row
LIGHTSQUARED INC: Closing Arguments Set for May 5 and 6

LIGHTSQUARED INC: Credit Suisse, JPMorgan 'Confident' About Loan
MARTIFER SOLAR: Fox Rothschild Approved as Bankruptcy Counsel
MARTIFER SOLAR: Peter Kravitz Appointed as Independent Director
MARTIFER SOLAR: Wolf Rifkin Okayed as Calif. Litigation Counsel
MARTIFER SOLAR: Cathay Bank Sues Over Loan Obligations

MASHANTUCKET PEQUOT: S&P Assigns 'CCC+' ICR; Outlook Negative
MCCLATCHY CO: S&P Affirms 'B-' CCR & Revises Outlook to Stable
MDC PARTNERS: S&P Retains 'B-' Unsecured Notes Rating After Add-On
MEN'S WEARHOUSE: S&P Assigns 'B+' CCR & Rates $1.1-Bil. Loan 'B+'
MEN'S WEARHOUSE: Moody's Assigns 'Ba3' Corporate Family Rating

MF GLOBAL: Corzine, Former Execs Can't Escape Trustee Suit
MIDTOWN SCOUTS: Court Extends Plan Exclusivity Period to May 13
MILLENNIUM LABORATORIES: S&P Assigns B+ CCR & Rates $1.8BB Debt B+
MILLENNIUM LABORATORIES: Moody's Assigns 'B1' Corp. Family Rating
MINERALS TECHNOLOGIES: Moody's Assigns 'Ba3' Corp. Family Rating

MINERALS TECHNOLOGIES: S&P Assigns Preliminary 'BB-' CCR
MMODAL INC: Taps Klestadt & Winters as Conflicts Counsel
MMODAL INC: Seeks to Hire Lazard as Investment Banker
MMODAL INC: Seeks to Employ Prime Clerk as Administrative Advisor
MONTREAL MAINE: Suits Moving from Illinois to Maine

MOUNTAIN PROVINCE: Hikes Public Offering to C$17.8 Million
MSI CORPORATION: Hires Logue Law to Prosecute Derailment Claims
MUNICIPAL MORTGAGE: Chairman & Two Other Directors Retire
MUSCLEPHARM CORP: Amends Report on BioZone Acquisition
NAVISTAR INTERNATIONAL: Inks 3rd Amendment to 2012 NPA

NEW LEAF: H J & Associates Replaces EisnerAmper as Accountants
NEOMEDIA TECHNOLOGIES: Widens Net Loss to $214 Million in 2013
NEWLEAD HOLDINGS: Issues Add'l 2.1-Mil. Settlement Shares to MGP
NIELSEN HOLDINGS: S&P Revises Outlook to Pos. & Affirms 'BB' CCR
PETTERS GROUP: Court Allows Use of $1.3 Million Cash Collateral

PLY GEM HOLDINGS: Incurs $79.5 Million Net Loss in 2013
PLYMOUTH OIL: Plymouth Energy Seeks Chapter 7 Conversion
PORTER BANCORP: Reports $3.4 Million 2013 Net Loss
QUANTUM FUEL: Reports $23 Million 2013 Net Loss
QUARTZ HILL: Colorado Creditors Want Case Dismissed

QUICKSILVER RESOURCES: Incurs $32 Million Net Loss in Q4
QUICKSILVER RESOURCES: Swings to $161.6-Mil. Net Income in 2013
RES-CARE INC: Moody's Rates Proposed Debt Facilities 'Ba2'
RESPONSE BIOMEDICAL: Incurs $6 Million Net Loss in 2013
REVOLUTION DAIRY: Seeks Final Decrees Closing Ch.11 Cases

RYNARD PROPERTIES: Wants to Use Fannie Mae's Cash Collateral
RYNARD PROPERTIES: Files Schedules of Assets and Liabilities
SAGITTARIUS RESTAURANTS: S&P Affirms 'B' CCR; Outlook Stable
SANTA FE GOLD: Tyhee Issues Notice of Bridge Loan Default
SEARS HOLDINGS: To Spin-Off Land's End Business

SSH HOLDINGS: S&P Puts 'B' CCR on CreditWatch Negative
SUN BANCORP: Files Form 10-K, Had $10 Million Loss in 2013
TAMPA WAREHOUSE: Regions Bank Wants Case Converted or Dismissed
TELX GROUP: S&P Rates New 1st Lien Secured Credit Facilities 'B-'
THOMPSON CREEK: To Offer $1 Billion Worth of Securities

TOWER INTERNATIONAL: S&P Raises CCR to 'BB-'; Stable Outlook
UTSTARCOM INC: Himanshu Shah Stake at 25.9% as of March 11
VAIL LAKE: Hearing on Case Dismissal Bid Moved to June 26
VAIL LAKE: Has 2nd Stipulation to Use Cash Collateral
VCW ENTERPRISES: UST Seeks Conversion or Dismissal

VIASYSTEMS GROUP: S&P Cuts CCR to 'B+' on Slow Recovery From Fire
VIGGLE INC: Amends Term Loan Agreement with Deutsche Bank
VIGGLE INC: Amends Form S-1 Registration Statement
VITERA HEALTHCARE: S&P Lowers CCR to 'B-'; Stable Outlook
WALL STREET SYSTEMS: Moody's Rates New $485MM 1st Lien Debt 'B3'

WAVE SYSTEMS: Trims 2013 Net Loss to $20.3 Million
WILLOW CREEK: Court Grants Motion to Dismiss Ch.11 Case
WPCS INTERNATIONAL: Incurs $3.5MM Loss in Jan. 31 Quarter
YARWAY CORP: Seeks Aug. 15 Extension of Plan Exclusivity
YRC WORLDWIDE: Authorized Common Shares Hiked to 95 Million

YRC WORLDWIDE: Solus Alternative Stake at 8.9% as of March 14

* Court Reverses Ruling on Swipe Fees in Favor of Banks
* Courts in Same State Disagree on Discharging Taxes
* Ill. Court Revives Insurer's Fight With Bankrupt Contractor

* Individual Keeps Bonus on Conversion to Chapter 7
* Individuals Can Keep Earned-Income Tax Credit
* Judge Tentatively Rules S&P Must Face Deception Claims

* Credit Suisse to Pay $885 Million to Settle FHFA Lawsuits
* Foundering Retailers Drag Malls Into A Failure Vortex
* No Increase in Number of Low-Rated Junk Companies

* Christian Bartholomew Joins Jenner & Block DC Office as Partner
* William Strong Joins Longford Capital's Litigation Finance Co.


                             *********


ABLEST INC: Select Staffing Files Prepack Debt Swap with Lenders
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Koosharem LLC, a staffing-services provider known as
the Select Family of Staffing Companies, filed a petition for
Chapter 11 reorganization on April 1 in Delaware already accepted
by the two classes of affected secured creditors.

The reorganization will reduce secured debt from $651 million to
$350 million, the report said, citing a court filing.

The Santa Barbara, California-based company blamed bankruptcy
partly on the recession that reduced business and a $50.8 million
judgment in favor of the California State Compensation Fund
arising from improper calculation of unemployment insurance
premiums, the report related.

Koosharem owes $492 million on a first-lien revolving credit and
term loan with Bank of the West as agent, the report further
related.  There is $159 million outstanding on a second-lien term
loan with Wilmington Trust NA as agent. Holders of the first-lien
credit voted by required majorities in favor of the plan while
second-lien creditors were unanimous in support.

The second-lien debt has been in default since July 2011,
according to the report.  Default on the first lien occurred in
2013.

The case is In re Ablest Inc., 14-bk-10717, U.S. Bankruptcy Court,
District of Delaware (Wilmington).


ADAMIS PHARMACEUTICALS: To Issue 1 Million Shares Under Plan
------------------------------------------------------------
Adamis Pharmaceuticals Corporation filed a Form S-8 registration
statement to register 1,073,977 additional shares of common stock
to be issued under the 2009 Equity Incentive Plan.  The proposed
maximum aggregate offering price is $6.74 milion.  A copy of the
Form S-8 prospectus is available for free at http://is.gd/X1IfTU

                         About Adamis

San Diego, Calif.-based Adamis Pharmaceuticals Corporation (OTC
QB: ADMP) is a biopharmaceutical company engaged in the
development and commercialization of specialty pharmaceutical and
biotechnology products in the therapeutic areas of respiratory
disease, allergy, oncology and immunology.

The Company's independent registered public accounting firm has
included a "going concern" explanatory paragraph in its report on
the Company's financial statements for the years ended March 31,
2013, and 2012, indicating that the Company has incurred recurring
losses from operations and has limited working capital to pursue
its business alternatives, and that these factors raise
substantial doubt about the Company's ability to continue as a
going concern.

                         Bankruptcy Warning

"Our management intends to address any shortfall of working
capital by attempting to secure additional funding through equity
or debt financings, sales or out-licensing of intellectual
property assets, seeking partnerships with other pharmaceutical
companies or third parties to co-develop and fund research and
development efforts, or similar transactions.  However, there can
be no assurance that we will be able to obtain any sources of
funding.  If we are unsuccessful in securing funding from any of
these sources, we will defer, reduce or eliminate certain planned
expenditures.  There is no assurance that any of the above options
will be implemented on a timely basis or that we will be able to
obtain additional financing on acceptable terms, if at all.  If
adequate funds are not available on acceptable terms, we could be
required to delay development or commercialization of some or all
of our products, to license to third parties the rights to
commercialize certain products that we would otherwise seek to
develop or commercialize internally, or to reduce resources
devoted to product development.  In addition, one or more
licensors of patents and intellectual property rights that we have
in-licensed could seek to terminate our license agreements, if our
lack of funding made us unable to comply with the provisions of
those agreements.  If we did not have sufficient funds to continue
operations, we could be required to seek bankruptcy protection or
other alternatives that could result in our stockholders losing
some or all of their investment in us.  Any failure to dispel any
continuing doubts about our ability to continue as a going concern
could adversely affect our ability to enter into collaborative
relationships with business partners, make it more difficult to
obtain required financing on favorable terms or at all, negatively
affect the market price of our common stock and could otherwise
have a material adverse effect on our business, financial
condition and results of operations," the Company said in its
quarterly report for the period ended Dec. 31, 2013.


ALBERTSON'S LLC: S&P Puts 'B' CCR on CreditWatch Developing
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
rating on Boise, Idaho-based Albertson's LLC on CreditWatch with
developing implications.  S&P also placed its 'BB-' issue-level
rating on the company's senior secured debt on CreditWatch with
developing implications.

"The CreditWatch listing reflects our belief that the transaction
could have both positive and negative impacts on the credit
quality of Albertson's," said Standard & Poor's credit analyst
Charles Pinson-Rose.  "We expect substantial cost saving
opportunities as a result of the potential integration, which
could turn into meaningful profit growth and cash flow for the
combined company, and improve the combined company's position
within the supermarket industry.  On the other hand, there will
likely be considerable store divestitures leading to lost profits
and possible legacy liabilities, which could have a negative
effect."

Upon getting the precise terms of the transaction's financing and
meeting with management regarding operating strategies, potential
cost synergies, integration costs, and other matters germane to
the merger, S&P will resolve the CreditWatch.  If S&P determines
that a rating action on Albertson's LLC is necessary, it may do so
prior to the closing if it believes there are no material
obstacles to the deal getting done, and may do so as soon as S&P
has information about the financing of the transaction.  However,
S&P would expect any positive or negative rating action to be
limited to one notch, and an affirmation of the current corporate
credit rating is a distinct possibility.

S&P also expects that the ratings on Albertson's and Safeway will
be equal after the transaction is completed, but if the deal is
structured such that the entities have distinct debt obligations
and S&P views each entity as strategically unique, there could be
a ratings differential.

If the transaction is not completed for any reason, S&P would
likely resolve the CreditWatch shortly after any termination of
the merger.  If entities affiliated with Albertson's terminate the
agreement and are liable for the stipulated break-up fee, and if
they fund any or all of the break-up fee with additional debt or
available liquidity sources, S&P could lower its ratings on
Albertson's.  However, if the agreement is terminated and
Albertson's or any affiliated entities are not responsible for
breakup fees, a rating action is unlikely.


ALLIED NEVADA: S&P Lowers CCR to 'CCC+' on Liquidity Concerns
-------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Reno, Nevada-based Allied Nevada to 'CCC+' from
'B'.  The outlook is negative.  S&P also lowered the rating on the
company's senior unsecured notes to 'CCC+' from 'B-'.  Due largely
to the downsized revolving credit facility, S&P is revising the
recovery rating to '4' from '5', indicating its expectation of
average (30% to 50%) recovery in the event of a payment default.

"With a 'CCC+' rating, Allied Nevada is currently vulnerable and
dependent on favorable operating conditions to meet its financial
commitments," said Standard & Poor's credit analyst Chiza Vitta.
"The negative outlook indicates that although we have identified
the possibility of a liquidity-induced default scenario within the
next year, we do not believe that the likelihood of that
occurrence is high enough to warrant a lower rating at this time,
given our view that the company has the flexibility to avert a
near-term crisis by upsizing its revolving credit facility or
selling assets."

S&P could downgrade the company if it fails to shore up liquidity
within the next couple of quarters, or breaches any debt
covenants.  S&P will also monitors whether cash flow from
operations and interest coverage measures are deteriorating.
These outcomes could be the result of missing production targets
or worse-than-expected results from ongoing capital raising
efforts.

S&P could raise the rating once leverage falls and is expected to
stay below 5x.  This would likely be predicated on a combination
of higher and relatively steady gold and silver prices, meeting
growing production targets, "adequate" liquidity, and a level of
profitability such that the company can resume funding its
previously planned growth initiatives.


ALL AMERICAN PET: Incurs $4.4 Million Loss in Sept. 30 Quarter
--------------------------------------------------------------
All American PET Company, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $4.39 million on $84,963 of net sales for the three
months ended Sept. 30, 2013, as compared with a net loss of
$754,916 on $5,955 of net sales for the same period in 2012.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $5.96 million on $198,454 of net sales as compared
with a net loss of $1.60 million on $16,885 of net sales for the
nine months ended Sept. 30, 2012.

As of Sept. 30, 2013, showed $477,323 in total assets, $5.84
million in total liabilities and a $5.36 millio total
stockholders' deficit.

"[T]he Company has incurred consistent losses and has limited
liquid assets, significant past due debts, and a substantial
stockholders' deficit.  These conditions, among others, raise
substantial doubt as to the Company's ability to continue as a
going concern," the Company said in the Quarterly Report.

A copy of the Form 10-Q is available for free at:

                         http://is.gd/FNpmHp

                       About All American Pet

Los Angeles-based All American Pet Company, Inc., develops and
markets innovative first-to-market pet wellness products including
super-premium dog food bars, dog food snacks and antibacterial paw
wipes.


ALM MEDIA: Owner Said to Put American Lawyer Publisher Up for Sale
------------------------------------------------------------------
Michael J. De La Merced, writing for The New York Times' DealBook,
reported that the owner of American Lawyer, one of the mainstay
magazines for the legal industry, has put the magazine's publisher
up for sale, a person briefed on the matter said on April 1.

According to the report, the firm, Apax Partners, has hired
Jefferies to oversee a potential sale of ALM Media, this person
said, cautioning that the investment concern may eventually decide
against parting with the media company.

If ALM is sold, it would begin life under yet another new owner.
One of Apax's portfolio companies acquired the publisher from
Wasserstein & Company, the investment vehicle of the late deal
maker Bruce Wasserstein, in 2007 for about $630 million, the
report noted.

ALM, which Wasserstein & Company assembled from a number of legal
publications and services that now include websites and a
conference business, the report further noted.  Among its most
prominent assets are American Lawyer, The New York Law Journal and
The National Law Journal.


AMERICAN SEAFOODS: Moody's Lowers Corp. Family Rating to 'Caa1'
---------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
for American Seafoods Group LLC (ASG) to Caa1 from B3, as well as
its Probability of Default Rating to Caa1-PD from B3-PD. As a
result of this rating action, the company's senior subordinated
notes due 2016 have been downgraded to Caa2 from Caa1 and the
ratings on the company's Term loan A, Term Loan B, and revolving
credit facility have been downgraded to B1 from Ba3. The rating
outlook is maintained at stable.

The downgrade is primarily the result of continued deterioration
in the company's credit metrics and Moody's expectation that
deleveraging will be more gradual going forward. Also, liquidity
is adequate but remains constrained by limited revolver
availability. A recent covenant amendment enabled the company to
waive a breach of its interest and fixed charge covenants in 4Q13
while improving headroom through at least 3Q14, but in Moody's
view the temporary nature of the amendment could lead to tight
covenant cushion over the next 15 months. Fiscal 2013 operating
results have come in below Moody's expectations and the company
continues to maintain high leverage and weak interest coverage.
Despite some debt repayment using proceeds generated from the sale
of the company's American Pride subsidiary, deleveraging remains
challenged owing to profitability weakness and ongoing accretion
of the company's senior notes.

According to Moody's Analyst Brian Silver, "Despite strong volume
increases driven by solid fishing, profitability improvements are
highly dependent on the strengthening of market prices for the
company's main products, most notably surimi, Pollock and Hake
block and roe".

The following ratings have been downgraded:

Corporate Family Rating to Caa1 from B3;

Probability of Default Rating to Caa1-PD from B3-PD;

$85 million senior secured revolver maturing March 2016 to B1
(LGD2, 21%) from Ba3 (LGD2, 22%);

$100 million senior secured term loan A due March 2016 to B1
(LGD2, 21%) from Ba3 (LGD2, 22%);

$282 million senior secured term loan B due March 2018 to B1
(LGD2, 21%) from Ba3 (LGD2, 22%);

$275 million senior subordinated notes due May 2016 to Caa2 (LGD5,
70%) from Caa1 (LGD5, 72%);

The outlook is maintained at stable

Ratings Rationale

The downgrade is largely the result of the company underperforming
relative to Moody's expectations, as already high leverage remains
under pressure despite healthy fishing conditions. The key drivers
behind the increase in leverage have been declining surimi and roe
prices, which were down an average of about 13% and 17% during
FY13 relative to FY12 along with weakness in the Japanese Yen. In
addition, although the company used proceeds and retained accounts
receivable balances from the sale of American Pride to repay ~$29
million of debt on its term loans A and B and about $16 million of
revolver borrowings in 3Q13, debt balances only came down
marginally from FYE12 due to roughly $29 million of accretion
related to the company's senior notes.

The B1 (LGD2, 21%) ratings on the $85 million revolver, $100
million term loan A, and $282 million term loan B benefit from
both upstream and downstream guarantees and are secured by a
perfected security interest in substantially all the assets of the
borrower (Group) and its subsidiaries, including its fishing
rights and license agreements. The Caa2 (LGD5, 70%) rating on the
$275 million senior subordinated notes due 2016 reflects their
junior position in the capital structure relative to the revolver
and term loans A and B as well as their senior position relative
to the unrated senior Holdco PIK toggle notes.

The stable outlook reflects Moody's expectation that ASG will grow
revenues and EBITDA moderately over the intermediate term (based
on at-sea business only), which will drive free cash flow
generation that can be used for debt repayment, though this will
likely be offset by accretion in the company's senior notes.
Moody's also expects ASG to continue to have healthy fishing
volumes stemming from the marginally increased 2014 TAC in the US
Bering Sea (Pollock). The outlook further assumes that pricing for
the company's products will remain inherently volatile and that
the company will maintain at least an adequate liquidity profile.

Although not anticipated in the near-term, the ratings for ASG
could be upgraded if adjusted leverage approaches 6.5 times and
the company is able to improve its liquidity profile by reducing
revolver reliance. Alternatively, the ratings could be downgraded
if operating performance and/or liquidity further deteriorates,
which could be driven by factors outside of management's control
including a poor fishing or pricing environment. If leverage
exceeds 8.0 times and/or if coverage as measured by (EBITDA-
Capex)/Interest is sustained below 1.0 times during the next
twelve months, or if the company fails to generate positive free
cash flow over a twelve month period, the ratings could be
downgraded.

The principal methodology used in this rating was the Global
Protein and Agriculture 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.

ASG Consolidated LLC (Consolidated), together American Seafoods
Group LLC (Group) and its subsidiaries (ASG), is the largest
harvester of fish for human consumption in the US in terms of
volume (catch volumes in excess of 250,000 metric tons in 2011 and
2012). ASG harvests and processes a variety of fish species aboard
sophisticated catcher-processor vessels. In the US, ASG is
believed to be the largest harvester and at-sea processor of
Pollock and Pacific whiting (Hake). The company generated revenues
for the twelve months ended December 31, 2013 of approximately
$467 million.


APPLIED MINERALS: Reports $13 Million 2013 Net Loss
---------------------------------------------------
Applied Minerals, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $13.06 million on $54,825 of revenues for the year
ended Dec. 31, 2013, as compared with a net loss of $9.73 million
on $165,742 of revenues for the year ended Dec. 31, 2012.  The
Company incurred a net loss of $7.43 million in 2011.

The Company's balance sheet at Dec. 31, 2013, showed $15.21
million in total assets, $13.72 million in total liabilities and
$1.48 million in total stockholders' equity.

                        Bankruptcy Warning

"The Company has had to rely mainly on the proceeds from the sale
of stock and convertible debt to fund its operations.  If the
Company is unable to fund its operations through the
commercialization of its minerals at the Dragon Mine, there is no
assurance that it will be able to raise funds through the sale of
equity or debt.  If so, it may have to file bankruptcy," the
Company said in the Annual Report.

A copy of the Form 10-K is available for free at:

                         http://is.gd/s1t3M3

                        About Applied Minerals

New York City-based Applied Minerals, Inc. (OTC BB: AMNL) is a
leading global producer of halloysite clay used in the development
of advanced polymer, catalytic, environmental remediation, and
controlled release applications.  The Company operates the Dragon
Mine located in Juab County, Utah, the only commercial source of
halloysite clay in the western hemisphere.  Halloysite is an
aluminosilicate clay that forms naturally occurring nanotubes.


ARCHDIOCESE OF MILWAUKEE: To Pay $67,000 to Abuse Survivors
-----------------------------------------------------------
The Archdiocese of Milwaukee seeks authority from the U.S.
Bankruptcy Court for the Eastern District of Wisconsin to honor
certain prepetition agreements entered into with sexual abuse
survivors through the archdiocese's mediation program.

Specifically, the archdiocese seeks authority to make $67,000 in
installment payments to in-settlement abuse survivors.  While the
terms of the settlement agreements vary, as of the Petition Date,
the archdiocese owed approximately $702,000 to 22 abuse survivors.
The remaining amount due to the abuse survivors is $20,000 and is
scheduled to be paid in installments concluding by Dec. 31, 2015.

This is the archdiocese's fourth request to pay abuse survivors
pursuant to the prepetition settlement agreements.  The
archdiocese has previously obtained Court authority to pay to
abuse survivors $311,000 in 2011, $167,000 in 2012, and $92,000 in
2013.  The Chapter 11 Plan of Reorganization addresses the
archdiocese's commitment to honor the prepetition agreements by
reinstating the contractual rights of the holders of prepetition
settlement claims in full on the effective date.  Bill Rochelle,
the bankruptcy columnist for Bloomberg News, pointed out that the
Plan earmarks $4 million for victims who haven?t settled.

                   About Archdiocese of Milwaukee

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

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

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

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

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


ARTESYN TECHNOLOGIES: S&P Lowers CCR to 'B-' on Business Declines
-----------------------------------------------------------------
Standard & Poor's Rating Services said it lowered its corporate
credit rating on Tempe, Ariz.-based Artesyn Technologies Inc. to
'B-' from 'B'.  The outlook is stable.  At the same time, S&P
lowered its issue-level rating on the company's $250 million
senior secured notes due 2020 to 'B-' from 'B'.  The '3' recovery
rating, which remains unchanged, reflects S&P's expectation for
meaningful (50% to 70%) recovery of the notes' principal in the
event of default.

"The downgrade reflects the company's revenue declines, modest
EBITDA, and our expectation that during 2014 negative free cash
flow will persist and EBITDA will not significantly increase until
the latter half of 2014," said Standard & Poor's credit analyst
John Moore.

Consequently, S&P has revised its comparative rating modifier to
neutral from favorable, resulting in its 'B-' corporate credit
rating for the company.

The ratings on Artesyn reflect the company's "vulnerable" business
risk profile, as it competes in a highly fragmented electronics
subsystems industry, and its "highly leveraged" financial risk
profile.  Artesyn provides embedded systems, including electrical
power supply and conversion systems for computing,
telecommunication equipment, industrial, and other original
equipment manufacturers.  Product quality and cost efficient
manufacturing processes support the company's competitive
position.

The stable outlook reflects S&P's expectation that Artesyn will
reverse revenue declines over the coming year, supported by new
business wins, particularly in the wireless device charger market.

S&P could lower the rating if the company's revenue and earnings
declines continued such that negative free cash flow persisted and
the company's liquidity became less than adequate.

Given the company's challenges to stem revenue and earnings
declines, an upgrade is unlikely over the coming year.


ATLANTIC COAST: Incurs $11.4 Million Net Loss in 2013
-----------------------------------------------------
Atlantic Coast Financial Corporation filed with the U.S.
Securities and Exchange Commission its annual report on Form 10-K
disclosing a net loss of $11.40 million on $28.83 million of total
interest and dividend income for the year ended Dec. 31, 2013, as
compared with a net loss of $6.66 million on $33.50 million of
total interest and dividend income for the year ended Dec. 31,
2012.  The Company incurred a net loss of $10.28 million in 2011.

The Company's balance sheet at Dec. 31, 2013, showed $733.63
million in total assets, $668.10 million in total liabilities and
$65.52 million in total stockholders' equity.

McGladrey LLP, in Jacksonville, Florida, did not issue a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2013.  McGladrey previously expressed
substantial doubt about the Company's ability to continue as a
going concern in their report 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 that have adversely impacted capital at Atlantic Coast
Bank.  The failure to comply with the regulatory consent order may
result in Atlantic Coast Bank being deemed undercapitalized for
purposes of the consent order and additional corrective actions
being imposed that could adversely impact the Company's
operations.

A copy of the Form 10-K is available for free at:

                         http://is.gd/72rtvl

                         About Atlantic Coast

Jacksonville, Florida-based Atlantic Coast Financial Corporation
is the holding company for Atlantic Coast Bank, a federally
chartered and insured stock savings bank.  It is a community-
oriented financial institution serving northeastern Florida and
southeastern Georgia markets through 12 locations, with a focus on
the Jacksonville metropolitan area.


AUTO ORANGE: April 17 Hearing on Bid for Exclusivity Extension
--------------------------------------------------------------
Auto Orange II, LLC, filed on March 21, 2014, a motion requesting
an extension of its exclusive period to file a plan.

The Bankruptcy Court for the Central District of California -
Santa Ana Division set a hearing for April 17, 2014 at 10:00 a.m.
at Ctrm: 5D, 5th Floor 411 W. Fourth Street Santa Ana, CA 92701,
on the Debtor's request.

This case deals with issues of fraudulent transfers and various
lawsuits esteeming from those transfers.  The Debtor states that
in this case, all the actions by Messrs. Spizzirri, Ciabattoni and
Darras, whom at some point had a relationship with the Debtor,
indicate that they were in cahoots with each other and that all of
the transfers were made after Spirrizzi had lost his membership
interest in AO II, right before a TRO was issued preventing such
transfers, and when he was insolvent.

Further, the Debtor states that there is cause to extend the
filing period because by fraudulently depriving them of the
Theater Property and not transferring it back, Spizzirri et al.
have deprive the Debtor of its right to file a meaningful plan
within 120 days, and that because of this its advantage in having
the first shot at confirming a plan and the leverage it had vis-a-
vis other potential creditors was lost.

The Debtor further states that there is cause to extend the plan
filing period because Spizzirri et al. now want to propose their
own plan where it allows them to accomplish their original goals
of fraudulently divesting the Debtor of its assets for their own
benefit, retaining ownership in the Debtor and whitewash their
fraudulent conduct by avoiding prosecution. The Debtor believes
these parties have intentionally engaged in bad faith settlement
discussions in stalling prosecution of a state court case to buy
time until the 120-day exclusivity period for the Debtor to file a
plan has passed so they themselves could file a plan that would
accomplish what they set out to do initially. The Debtor states
that the court should not let this happen.

                        About Auto Orange II

Auto Orange II, LLC, filed a bare-bones Chapter 11 petition
(Bankr. C.D. Cal. Case No. 13-19490) in Santa Ana, California, on
Nov. 21, 2013.  The Debtor disclosed $12,700,000 in assets and
$10,098,621 in liabilities as of the Chapter 11 filing.  The
Debtor is represented by James D. Zhou, Esq., at the Law Offices
of Zhou and Chini, in Irvine, California.  The petition was signed
by Barry Baptiste, president of the company.  Judge Catherine E.
Bauer presides over the case.


AVAGO TECHNOLOGIES: S&P Lowers CCR to 'BB+' & Removes From Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Avago Technologies Finance Pte. Ltd. to 'BB+' from
'BBB-' and removed it from CreditWatch where S&P placed it with
negative implications on Dec. 16, 2013, following the announced
acquisition of LSI Corp.  The outlook is stable.

S&P also assigned a 'BBB-' issue level rating with a '2' recovery
rating, to the company's $500 million senior secured revolving
credit facility and $4.6 billion term loan.  The '2' recovery
rating indicates S&P's expectations for substantial (70% to 90%)
recovery of principal in the event of default.

"We based our downgrade primarily on our revision of Avago's
financial risk profile to 'significant' from 'modest', reflecting
adjusted leverage, pro forma for the acquisition of LSI and
excluding projected synergies, near the low-4x area as of Jan. 31,
2014," said Standard & Poor's credit analyst Andrew Chang.

S&P expects adjusted leverage will decline to the mid-3x area by
fiscal year-end 2014.  The rating also reflects S&P's revision of
the company's business risk profile to "satisfactory" from "fair,"
based on S&P's view of the combined entity's improved scale and
end-market diversification.

S&P views the company's financial risk profile as "significant",
and assess Avago's business risk profile as "satisfactory".  S&P
currently view Avago's liquidity as "adequate".

The stable outlook reflects S&P's expectation that the company
will not encounter major issues as it integrates LSI and it
adheres to its stated goal of applying much of its discretionary
cash flow toward debt reduction.

Although not likely over the next year, S&P would consider a
higher rating if Avago is able to successfully integrate LSI's
business, including achieving projected revenue and margin
expansion, while applying much of its discretionary cash flow
toward debt reduction, such that adjusted leverage is less than 3x
on a sustained basis.  In addition, S&P would expect progress
toward a more balanced capital structure, including less reliance
on secured debt and a smoother maturity profile, to precede a
higher rating.

Although not expected over the ratings horizon, S&P would consider
a lower rating if Avago is unsuccessful in integrating LSI's
business, leading to margin compression or market share loss in
its key products, or if it doesn't use discretionary cash flow for
debt repayment, such that adjusted leverage is sustained above 4x.


BERNARD L. MADOFF: Customers' JPMorgan Class Settlement Approved
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that from JPMorgan Chase & Co.'s agreement to pay a total
of $2.24 billion for failure to tell authorities about facts
indicating Bernard L. Madoff Investment Securities Inc. was a
Ponzi scheme, the $218 million settlement of a customers' class
lawsuit was approved on March 21 by a U.S. district judge in
Manhattan.

According to the report, federal prosecutors announced the
settlement with JPMorgan in January. The largest part of the
settlement is a $1.7 billion civil forfeiture that gives JPMorgan
a deferred prosecution agreement arising from a U.S. Attorney
investigation into whether the country's largest bank committed a
crime by failing to make required reports of suspicious activity.

Other parts of the settlement include $325 million the bank pays
Madoff trustee Irving Picard, the report related.  The U.S.
Bankruptcy Court approved Picard's part of the settlement on
Feb. 5.

U.S. District Judge Colleen McMahon handed down a 49-page opinion
on March 21 explaining why she was approving the $218 million
class settlement that includes an extra $18 million for lawyers
representing the class of customers known as net losers who didn't
receive more from Madoff than they invested, the report further
related.

The $218 million will be distributed to customers on the same
basis as Picard is using, namely, the amount of cash invested less
the amount taken out, the report said.  So-called net winners, who
took out more than they invested, aren't in the class. Customers
who filed claims in the Madoff liquidation under the Securities
Investor Protection Act aren't required to refile their claims.

The class settlement was in Shapiro v. JPMorgan Chase & Co., 11-
cv-08331, U.S. District Court, Southern District New York
(Manhattan).

                     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.


BERRY PLASTICS: Transaction with Rexam No Impact on Moody's B2 CFR
------------------------------------------------------------------
Berry Plastics Group, Inc. announced that it will acquire the
United States, Mexico, and India portions of Rexam's Healthcare
Containers and Closures business. Berry also made an offer to
purchase the French portion of Rexam's C&C business. Rexam may
accept this offer after the required consultation process with the
works council in France is completed.

The transaction will have no immediate impact on Berry's B2
corporate family rating, stable outlook and other instrument
ratings. Berry would pay $135 million for the entire Healthcare
Containers and Closures business unit, which includes eight
manufacturing locations -- five in the US and one each in Mexico,
France, and India, that recorded about $262 million of sales in
2013. The transaction would be funded with existing liquidity and
is expected to close in the second quarter of 2014. Berry expects
the acquisition to be deleveraging after achieving synergies. The
company has not disclosed EBITDA, synergy or cash flow
information.

Based in Evansville, Indiana, Berry Plastics Corporation is a
supplier of plastic packaging products, serving customers in the
food and beverage, healthcare, household chemicals, personal care,
home improvement, and other industries. Net sales for the 12
months ended December 28, 2013 totaled approximately $4.7 billion.


BOMBARDIER INC: Moody's Rates Proposed Sr. Unsecured Notes 'Ba3'
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating (LGD4, 50%) to
Bombardier Inc.'s proposed senior unsecured notes (due 2019 and
2022) and upgraded the company's speculative grade liquidity
rating to SGL-2 from SGL-3. Moody's also affirmed Bombardier's Ba3
Corporate Family rating, Ba3-PD Probability of Default rating, Ba3
senior unsecured ratings and the Ba3 rating assigned to various
industrial revenue bonds backed by Bombardier. The company's
outlook remains stable.

Assignments:

Issuer: Bombardier Inc.

   Proposed Senior Unsecured Regular Bond/Debenture due 2019, Ba3,
   LGD4, 50%

   Proposed Senior Unsecured Regular Bond/Debenture due 2022, Ba3,
   LGD4, 50%

Upgrades:

Issuer: Bombardier Inc.

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

Affirmations:

Issuer: Bombardier Inc.

  Corporate Family Rating, Ba3

  Probability of Default Rating, Ba3-PD

  $750M 4.25% Senior Unsecured Regular Bond/Debenture Jan 15,
  2016, Ba3, LGD4 50%

  $1250M 6.125% Senior Unsecured Regular Bond/Debenture Jan 15,
  2023, Ba3, LGD4, 50%

  $250M 7.45% Senior Unsecured Regular Bond/Debenture May 1, 2034,
  Ba3, LGD4, 50%

  $162M 6.3% Senior Unsecured Regular Bond/Debenture May 1, 2014,
  Ba3, LGD4, 50%

  $500M 5.75% Senior Unsecured Regular Bond/Debenture Mar 15,
  2022, Ba3, LGD4, 50%

  $650M 7.5% Senior Unsecured Regular Bond/Debenture Mar 15, 2018,
  Ba3, LGD4, 50%

  $850M 7.75% Senior Unsecured Regular Bond/Debenture Mar 20,
  2020, Ba3, LGD4, 50%

  EUR780M 6.125% Senior Unsecured Regular Bond/Debenture May 15,
  2021, LGD4, 50%

  EUR785M 7.25% Senior Unsecured Regular Bond/Debenture Nov 15,
  2016, LGD4, 50%

Issuer: Broward (County of) FL

  $8.4M 7.5% Senior Unsecured Revenue Bonds Nov 1, 2020, Ba3,
  LGD4, 50%

Issuer: Connecticut Development Authority

  $17.7M 7.95% Senior Unsecured Revenue Bonds Apr 1, 2026, Ba3,
  LGD4, 50%

Issuer: Dallas-Fort Worth Intl. Airp. Fac. Imp. Corp.

  $48.5M 6.15% Senior Unsecured Revenue Bonds Jan 1, 2016, Ba3,
  LGD4, 50%

  $15.5M 7% Senior Unsecured Revenue Bonds Jan 1, 2016, Ba3, LGD4,
  50%

Outlook:

Issuer: Bombardier Inc.

Outlook, Remains Stable

Ratings Rationale

Proceeds from the notes issue, which Moody's expects will total
$1.8 billion, will be used to repay approximately $1.3 billion of
existing debt due by 2016 and boost Bombardier's cash position by
approximately $500 million. Consequently, Bombardier's pro-forma
cash will increase to $3.9 billion and its debt maturity schedule
will improve. Together with recent amendments to its bank credit
facilities, Moody's now views the company's liquidity as "good"
rather than "adequate". While the notes issue will increase
Bombardier's pro-forma adjusted leverage to 6.9x from 6.6x,
Moody's had already incorporated the incremental debt in
Bombardier's long term ratings and outlook.

Bombardier's Ba3 rating incorporates Moody's view that the
company's adjusted leverage is likely to remain above 6x into 2015
as modest earnings growth is countered by free cash flow
consumption that Moody's expects may total about $750 million in
2014. The high leverage and ongoing cash consumptiveness are
primarily associated with the late-stage, and high capital
intensity of the CSeries and other aircraft development programs
but also reflect lingering economic weakness in Bombardier's
Aerospace division (BA), execution issues in its Transportation
division (BT) and weaker-than-normal level of cash advances from
customers in both divisions. The rating also incorporates Moody's
view that execution risks will remain elevated through the 12-18
month rating horizon as the CSeries entry-into-service approaches
(expected H2/15) and the company works to resolve the operational
challenges at BT.

While Bombardier's key financial metrics are weak for the rating,
the company's significant scale and diversity, strong global
market positions, natural barriers to entry and sizeable backlog
levels in both BA and BT favorably influence the rating. As well,
Moody's expects that Bombardier's capital expenditures will
steadily reduce from current (peak) levels while earnings growth
will become more robust by late 2015, supporting the potential for
material deleveraging in that timeframe.

The stable outlook reflects Moody's expectation that Bombardier
will record modest earnings growth supporting a reduction in its
adjusted leverage towards 6x through the next 12-18 months while
maintaining good liquidity.

An upgrade would require evidence of a sustained cyclical upturn
in Aerospace, resolution of recent operational challenges in
Transportation, the successful entry into service of the CSeries,
with a growing order book and expectations that adjusted leverage
would be sustained below 4.5x. As well, Moody's would need to
expect that Bombardier would sustain adequate liquidity.

Bombardier's rating could be downgraded if the CSeries is further
delayed or if Moody's expected Bombardier's adjusted leverage to
be sustained above 6.5x. Downward rating pressure could also arise
should Moody's have concerns over the adequacy of Bombardier's
liquidity.

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

Headquartered in Montreal, Quebec, Canada, Bombardier is a
globally diversified manufacturer of business and commercial jets
as well as rail transportation equipment. Annual revenues total
roughly $18 billion.


BOMBARDIER INC: S&P Rates $1.8-Bil. Senior Unsecured Notes 'BB-'
----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its debt issue
and recovery ratings to Montreal-based Bombardier Inc.'s
(BB-/Stable/--) proposed US$1.8 billion aggregate amount of senior
unsecured notes.  These obligations comprise two tranches, the
breakdown of the amount in each yet to be determined.  S&P rates
the notes 'BB-' (the same as the corporate credit rating on
Bombardier), with a recovery rating of '4', which corresponds with
average (30%-50%) recovery in S&P's default scenario.  S&P notes,
however, the recovery on the senior unsecured debt falls to the
low end of the range for the '4' recovery rating.

The new notes will be senior unsecured obligations of Bombardier,
ranking equally with all other unsecured and unsubordinated
indebtedness.

S&P understands that net proceeds will be used to finance the
redemption of all of Bombardier's 7.25% senior notes due 2016, to
finance the repayment at maturity of all of Bombardier's remaining
6.30% notes due May 1, 2014, and the remainder, for general
corporate purposes.

"Although the proposed debt issuance will result in somewhat
weaker debt leverage, with our adjusted debt-to-EBITDA ratio
expected to be about 5.7x at year-end 2014, the company will
benefit from about US$500 million in additional liquidity," said
Standard & Poor's credit analyst Jamie Koutsoukis.  S&P continues
to view Bombardier's current liquidity position as adequate, and
it believes the debt issuance will provide more cushion if capital
expenditures were to increase.

The ratings on Bombardier reflect what S&P views as the company's
"satisfactory" business risk profile and 'highly leveraged'
financial risk profile.  S&P's ratings take into consideration the
company's leading market positions in the transportation and
business aircraft segments, as well as its product range and
diversity.  These positive factors are partially offset, in S&P's
opinion, by the continued execution risk associated with the entry
into service of the CSeries jet, high leverage, and reported
profitability that has been weak in both the aerospace and
transportation divisions.

Bombardier is engaged in the manufacture of transport solutions
worldwide.  It operates in two distinct industries: aerospace and
rail transportation.  It has 79 production and engineering sites
in 27 countries, and a worldwide network of service centers.  S&P
views the industry risk as "intermediate" and the country risk as
"low."

RATINGS LIST

Bombardier Inc.
Corporate credit rating                    BB-/Stable/--

Ratings Assigned
US$1.8 billion senior unsecured note       BB-
Recovery rating                            4


BONDS.COM GROUP: Daher Investors OK Merger Pact with MTS
--------------------------------------------------------
Michel Daher, Abdallah Daher, Daher Bonds Investment Company and
Mida Holdings, together with other shareholders of Bonds.com
Group, Inc., executed a written consent pursuant to which those
stockholders have affirmatively approved a merger agreement
between Bonds.com Group and MTS.

Bonds.com Group, MTS Markets International, Inc., an affiliate of
the London Stock Exchange Group, and MMI Newco Inc., a wholly-
owned subsidiary of MTS ("Merger Sub"), entered into an Agreement
and Plan of Merger on March 5, 2014.  Pursuant to the Merger
Agreement, Merger Sub will merge with and into the Bonds.com Group
with Bonds.com Group continuing as the surviving corporation and a
wholly-owned subsidiary of MTS.  The aggregate cash consideration
is approximately $15 million according to the terms of the Merger
Agreement and subject to certain adjustments.

Pursuant to the Merger Agreement, MTS will place $1.5 million of
proceeds from the sale of the shares pursuant to the Merger into
escrow to cover the purchase price adjustment and certain
potential indemnity claims.  In the absence of claims, these funds
will be released to the Series E-2 stockholders of the Issuer in
increments of $500,000 beginning on the first anniversary of
closing and continuing on the 18 and 24 month anniversaries of
closing.  In addition, from $100,000 up to $200,000 will be held
by a stockholder representative as a reserve for expenses incurred
in connection with such person's duties as a stockholder
representative.

In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Michel Daher and his affiliates disclosed
that as of March 12, 2014, they beneficially owned 767,716 shares
of common stock of Bonds.com Group, Inc., representing 75.9
percent of the shares outstanding.

A copy of the Written Consent is available for free at:

                         http://is.gd/tYgaQ4

                        About Bonds.com Group

Based in Boca Raton, Florida, Bonds.com Group, Inc. (OTC BB: BDCG)
-- http://www.bonds.com/-- through its subsidiary Bonds.com,
Inc., serves institutional fixed income investors by providing a
comprehensive zero subscription fee online trading platform.  The
Company designed the BondStation and BondStationPro platforms to
provide liquidity and competitive pricing to the fragmented Over-
The-Counter Fixed Income marketplace.

The Company differentiates itself by offering through Bonds.com,
Inc., an inventory of more than 35,000 fixed income securities
from more than 175 competing sources.  Asset classes currently
offered on BondStation and BondStationPro, the Company's fixed
income trading platforms, include municipal bonds, corporate
bonds, agency bonds, certificates of deposit, emerging market
debt, structured products and U.S. Treasuries.

Bonds.com Group disclosed a net loss of $6.98 million in 2012, as
compared with a net loss of $14.45 million in 2011.  The Company's
balance sheet at Sept. 30, 2013, showed $6.05 million in total
assets, $4.09 million in total liabilities and $1.95 million in
total stockholders' equity.

EisnerAmper LLP, in New york, 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 a working capital deficiency and a
stockholders' deficiency that raise substantial doubt about its
ability to continue as a going concern.


CAESARS ENTERTAINMENT: Widens Net Loss to $2.9-Bil. in 2013
-----------------------------------------------------------
Caesars Entertainment Corporation filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K disclosing
a net loss of $2.93 billion on $8.55 billion of net revenues for
the year ended Dec. 31, 2013, as compared with a net loss of $1.50
billion on $8.58 billion of net revenues during the prior fiscal
year.

As of Dec. 31, 2013, the Company had $24.68 billion in total
assets, $26.59 billion in total liabilities and a $1.90 billion
total deficit.

A copy of the Form 10-K is available for free at:

                        http://is.gd/2rjEys

                    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.

                           *     *     *

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.


CAESARS GROWTH: S&P Assigns B- CCR & Rates $1.325BB Facility B+
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned Las Vegas-based gaming
operator Caesars Growth Properties Parent LLC a 'B-' corporate
credit rating.  The rating outlook is stable.

At the same time, S&P assigned Caesars Growth Properties Holdings
LLC's proposed $1.325 billion senior secured credit facility its
'B+' issue-level rating, with a recovery rating of '1', indicating
S&P's expectation for very high (90% to 100%) recovery for lenders
in the event of a default.  The credit facility comprises a
$150 million revolver due 2019 and a $1.175 billion term loan due
2021.

In addition, S&P assigned Caesars Growth Properties' proposed $675
million second-lien notes our 'B-' issue-level rating, with a
recovery rating of '4', indicating S&P's expectation for average
(30% to 50%) recovery for lenders in the event of a default.

Caesars Growth Properties plans to use the proceeds from the
financing, along with an additional cash equity contribution and
cash on the balance sheet at Planet Hollywood, to complete the
acquisition of four casino properties (Bally's Las Vegas, The
Cromwell, the Quad Resort and Casino--all located in Las Vegas,
and Harrah's New Orleans), prefund some of the capital
expenditures associated with the renovation of the Quad casino,
refinance outstanding debt at Planet Hollywood, and to pay fees
and expenses.

"Our assessment of Caesars Growth Properties' (CGP) business risk
profile as "fair" reflects the company's limited geographic
diversity outside Las Vegas, highly competitive dynamics in the
Las Vegas market, weaker asset quality compared with its peers on
the Las Vegas Strip, and high levels of anticipated cash flow
volatility over the economic cycle because of concentration in
destination markets and the discretionary nature of consumer
spending in the gaming industry.  Our business risk assessment
also takes into account our favorable view of the Las Vegas gaming
market (because it caters to a high visitor base), CGP's leading
market position in the New Orleans market, an ability to invest in
and improve the quality of its portfolio of assets and to complete
its outlined investment spending, the inclusion of its casinos in
a strong player loyalty program, and meaningful diversity of
revenue between gaming and nongaming amenities," S&P said.

"Our assessment of CGP's financial risk profile as "highly
leveraged" reflects our expectation that leverage over the next
two years will average more than 6x and funds from operations
(FFO) to debt will be below 12%.  It also incorporates our
expectation that the company's (and sponsors') financial policy
will remain aligned with a highly leveraged assessment.  We
believe CGP could pursue additional growth opportunities,
including additional acquisitions or development opportunities
that would preclude meaningful and sustained improvement to the
financial risk profile.  Our assessment also takes into account
our expectation that discretionary cash flow generation will be
negative in 2014 because of the company's planned capital
spending.  However, under our performance expectations,
discretionary cash flow will be modestly positive starting in
2015, EBITDA coverage of interest will be in the mid- to high-1x
area, and CGP will have adequate liquidity to complete planned
development capital expenditures over the next few years," S&P
noted.


CALMENA ENERGY: Enters Into Forbearance Agreement with Sr. Lender
-----------------------------------------------------------------
Calmena Energy Services Inc. disclosed that on March 31 2014,
Calmena and its Senior Lender entered into an extension agreement
pursuant to which the Senior Lender agreed to continue to forbear
from demanding payment or enforcing its security under the Credit
Facilities until the earlier of June 30, 2014 or a default as
defined in the Extension.  Pursuant to the terms of the Extension,
the Company paid $1.0 million to the Senior Lender as a
permanent reduction of the amount owing under the Credit
Facilities on signing the Extension.  Also pursuant to the
Extension, the Company is required, on or before April 30, 2014,
to pay $9.0 million as a permanent reduction of the amount owing
under the Credit Facilities or provide evidence satisfactory to
the Senior Lender, by such date, that the Company has entered into
one or more binding transactions to sell assets that will allow
the Company to fund the required $9.0 million permanent reduction
by May 31, 2014.  The forbearance term may be further
extended to July 31, 2014 if the Company provides evidence
satisfactory to the Senior Lender, by June 30, 2014, that the
Company has entered into one or more binding transactions to sell
assets that will allow the Company to fully repay all amounts
owing under the Credit Facilities by July 31, 2014.

The disclosure was made in Calmena's earnings release for the
years ended December 31, 2013 and 2012, a copy of which is
available for free at http://is.gd/F6dQvu

               About Calmena Energy Services Inc.

Calmena is a diversified energy services company that provides
well construction services to its customers operating in Canada,
the United States, Latin America and the Middle East and North
Africa.  The common shares of Calmena trade on the Toronto Stock
Exchange under the symbol "CEZ".


CARINO COMPANY: HIS/Canada Director Responds to Possible Bailout
----------------------------------------------------------------
The following is a statement from Rebecca Aldworth, executive
director of Humane Society International/Canada, responding to
speculation that another government bailout of Carino Company
Ltd., a Norwegian-owned seal fur processor in Newfoundland, could
be pending.  Despite a lack of new markets for seal products,
media reports indicate that in 2014, Canadian seal skins will
fetch prices similar to those offered last year.  Seal skin prices
in 2013 were achieved through provincial financing for Carino.

"In the past two years alone, Carino has been offered more than $7
million in government bailouts.  During that time, the provincial
government cut 1,200 public sector jobs, including hundreds of
critical jobs in health care and education, while 36 Newfoundland
companies declared bankruptcy.  Why is Carino-a Norwegian-owned
entity engaged in a nonviable industry-put above so many local
jobs and companies?

"The Newfoundland government has not yet announced if it will
provide a third bailout to Carino in 2014.  But if it does, it
would be a colossal waste of taxpayers' money and confirm that the
sealing industry exists as nothing more than a glorified welfare
program.  The writing is on the wall: markets for seal products
will never recover and artificially propping up a dead industry is
only prolonging the inevitable."

Facts:

        --  Since 2006, the 28-nation European Union, the Customs
Union of Russia, Belarus and Kazakhstan; Taiwan and Mexico have
joined the United States in prohibiting trade in products of
commercial seal hunts.

        --  In March 2012, sealing industry representatives stated
that the seal hunt might not proceed in absence of government
subsidies.

        --  In April 2012, the Newfoundland government made $3.6
million in financing available to Carino Company Ltd to allow the
company to purchase seal furs to meet "future demand."

        --  In March 2013, the Newfoundland government announced
the province faced a $564 million deficit and that the province
would cut 1,200 public service jobs including hundreds of
positions in the education and health care systems.

        --  In April 2013, the Newfoundland government made
another $3.6 million available to Carino to purchase seal skins.

        --  In October and November 2013 respectively, the
European Court of Justice and the World Trade Organization upheld
the right of the European Union to prohibit trade in products of
commercial seal hunts.

Humane Society International/Canada -- http://www.hsicanada.ca--
is a leading force for animal protection, with active programs in
companion animals, wildlife and habitat protection, marine mammal
preservation, farm animal welfare and animals in research.
HSI/Canada is proud to be a part of Humane Society International
which, together with its partners, constitutes one of the world's
largest animal protection organizations.


CCS MEDICAL: S&P Lowers CCR to 'CCC' on Weak Liquidity
------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on CCS Medical Inc. to 'CCC' from 'B-'.  The outlook is
developing.

S&P also lowered its issue-level rating on the company's first-
lien term loan to 'CCC' from 'B-', and the issue-level rating on
the second lien debt to 'CC' from 'CCC'.  S&P's recovery ratings
of '3' and '6' on those respective obligations are unchanged.

"The downgrade is based on our belief that CCS will breach
financial covenants resulting primarily from a substantial write-
down of uncollectable accounts receivables," said Standard &
Poor's credit analyst David Kaplan.  "Moreover, the company
reported fourth-quarter results below our expectations and we
believe quarterly free cash flow is now insufficient to cover cash
interest charges on the $223 million in debt outstanding at year
end.  In our view, these results add considerable uncertainty to
our prior expectation that the company would experience a rapid
increase in volume in the near term, as a result of its winning
bid under competitive bidding."

The developing outlook reflects the high likelihood the company
could default on its obligations in the near term.  S&P also
believes there is distinct possibility that demand will pick up
sharply in the first half of 2014, as Medicare customers identify
the few remaining Medicare-eligible mail-order suppliers of
diabetic supplies.

S&P could lower the rating if the company is unable to obtain a
waiver of potential financial covenant violations, leading the
company to a bankruptcy filing or to a distressed exchange-type
arrangement with lenders.

S&P could raise the rating if the company is able to obtain a
waiver on the financial covenants.


CHAMPION INDUSTRIES: Incurs $630,000 Net Loss in Fourth Quarter
---------------------------------------------------------------
Champion Industries, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $630,183 on $15.42 million of total revenues for the
three months ended Jan. 31, 2014, as compared with a net loss of
$3.54 million on $18.31 million of total revenues for the same
period in 2012.  The reduced loss for 2014 over 2013 was primarily
the result of pre-tax non-cash impairment charges associated with
goodwill of $2.2 million associated with the printing segment in
2013 and lower interest expense in 2014 due to lower interest
rates and lower average borrowings as well as reduced amortization
expense associated with debt discount in 2014 compared to 2013.

As of Dec. 31, 2013, the Company had $24.97 million in total
assets, $21.26 million in total liabilities and $3.70 million in
total shareholders' equity.

Marshall T. Reynolds, Chairman of the Board and chief executive
officer of Champion, said, "Our statement of operations was
favorably impacted by decreased interest expense in the first
quarter of 2014.  A focus on rebuilding our sales infrastructure
and managing our working capital while prudently assessing our
existing cost structure will be critical as we progress through
the rest of 2014."

A copy of the Form 10-Q is available for free at:

                       http://is.gd/Y2nNOn

                   About Champion Industries

Champion Industries, Inc., is engaged in the commercial printing
and office products and furniture supply business in regional
markets east of the Mississippi River.  The Company also publishes
The Herald-Dispatch daily newspaper in Huntington, West Virginia
with a total daily and Sunday circulation of approximately 23,000
and 28,000.

Arnett Foster Toothman PLLC, in Charleston, West Virginia,
expressed substantial doubt about Champion Industries' ability to
continue as a going concern following the fiscal 2012 annual
results.  The independent auditors noted that the Company has
suffered recurring losses from operations and has been unable to
obtain a longer term financing solution with its lenders.

The Company reported a net loss of $22.9 million in fiscal year
ended Oct. 31, 2012, compared with a net loss of $4.0 million in
fiscal 2011.


CIRCLE STAR: Reports $1.5 Million Net Income in Jan. 31 Quarter
---------------------------------------------------------------
Circle Star Energy Corp. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $1.56 million on $249,853 of total revenues for the
three months ended Jan. 31, 2014, as compared with a net loss of
$1.56 million on $267,929 of total revenues for the three months
ended Jan. 31, 2013.

For the nine months ended Jan. 31, 2014, the Company posted net
income of $1.08 million on $993,029 of total revenues as compared
with a net loss of $9.37 millio on $629,987 of total revenues for
the same period last year.

The Company's balance sheet at Jan. 31, 2014, showed $3.83 million
in total assets, $4.35 million in total liabilities and a $519,544
total stockholders' deficit.

"Given that we have not achieved income from operations to date,
and have maturing debt obligations our cash requirements are
subject to numerous contingencies and risks beyond our control,
including operational and development risks, competition from
well-funded competitors, and our ability to manage growth.  We can
offer no assurance that the Company will generate cash flow
sufficient to achieve profitable operations or that our expenses
will not exceed our projections.  Accordingly, there is
substantial doubt as to our ability to continue as a going concern
for a reasonable period of time," the Company said in the
Quarterly Report.

A copy of the Form 10-Q is available for free at:

                        http://is.gd/MD3VVg

                         About Circle Star

Fort Worth, Tex.-based Circle Star Energy Corp. (OTC BB: CRCL)
owns a variety of non-operated working interests and overriding
royalty interests in approximately 73 producing wells in Texas.
The interests range from less than 1% up to approximately 5% in
each well.  The wells are located in the following areas:  Permian
Basin, Eagle Ford Shale, Pearsall Field, Giddings Field & the
Woodbine Field.  The wells are operated by Apache (Permian),
Chesapeake (Eagle Ford Shale), CML (Giddings, Pearsall & Permian),
Leexus (Giddings) and Woodbine Acquisitions (Woodbine).   As of
April 30, 2013, the Company had approximately 430 net leased acres
in Texas.

The Company also operates 2 wells in Kansas.  The Company owns a
25% working interest (approximately 20% net revenue interest)
before payout and a 43.75% working interest (approximately 35% net
revenue interest) after payout in both wells which are located in
Trego County.  As of July, 31, 2013, the Company had approximately
9,838 net leased acres in Kansas.  Approximately 1,480 are located
in Trego County and approximately 8,358 are located in Sheridan
County.  There are multiple potential pay zones of interest with
the primary zones of interest being the Arbuckle, Marmaton &
Lansing-Kansas City ranging from approximately 3,200 feet to
approximately 4,300 feet in depth.

Circle Star incurred a net loss of $10.81 million for the year
ended April 30, 2013, following a net loss of $11.07 million
during the prior year.


COLOR STAR: Regions Bank Wants Relief From Automatic Stay
---------------------------------------------------------
Regions Bank filed with the U.S. Bankruptcy Court for the Eastern
District of Texas a motion for relief from automatic stay as to
Color Star Growers of Colorado, Inc., et al.'s remaining assets
constituting pre-petition collateral and their proceeds.

Regions, as administrative agent acting for and on behalf of
Regions and Comerica Bank, wants to pursue all rights and remedies
available to the Lenders under the loan documents and applicable
law, including, among other things, remedies of foreclosure and
public or private sale.  The Remaining Collateral is believed to
have a face value of approximately $4.093 million at this time.

The Debtors were borrowers from the Lenders prior to the Petition
Date on revolving and term loans made pursuant to a certain
Nov. 15, 2012 credit agreement and related loan documents.  As of
the Petition Date, the Debtors owed the Lenders $42.2 million
under the Credit Documents.  To secure repayment of the loans made
by the Lenders under the Credit Documents, the Debtors granted to
Regions first priority liens on and security interests in
substantially all of the Debtors' assets.

Pursuant to orders entered by the Court on Jan. 14, 2014, the
Debtors closed on the sale of substantially all of their real and
personal property assets, with the limited exception of certain
excluded assets like accounts receivable, insurance proceeds, and
cash, and ceased all business operations thereafter.  The Debtors'
sale generated approximately $13.4 million in gross sales
proceeds.

Regions, in a filing dated March 6, 2014, claims that:

      a. the proceeds from the sale was wholly insufficient to
         satisfy the indebtedness owed to the Lenders under the
         Loan Documents;

      b. the Debtors no longer have any operations, and as a
         result, have no employees, no operating assets, and no
         unencumbered assets or sources of revenue or funding to
         finance any future endeavors or reorganization efforts;
         and

      c. the Official Committee of Unsecured Creditors has on
         information and belief incurred professional fees for its
         lawyers and financial advisors that is greatly in excess
         of that permitted under prior cash collateral orders.

On March 20, 2014, the Committee and the Debtors each filed
objections to the Lenders' stay motion.  The Committee stated in
its court filing that the parties have been engaged in ongoing
settlement discussions.  "A key issue in such settlement talks has
been the Committee's supplemental objection and motion, which
seeks the reconsideration of an order purporting to allow the
Lenders an automatic adequate protection claim secured with post-
petition liens on certain assets of the estates the Lenders did
not previously have a security interest in.  The hearing on this
matter is set for April 14, 2014 . . . . Also, as this Court has
previously been advised, the Committee is in the midst of an
extensive investigation regarding the facts and circumstances
related to the Debtors' operations in 2012 and 2013.  Recently,
significant progress has been made.  Although assets of the
Debtors were sold quickly after the Petition Date, there are a
number of estate causes of action that must be investigated,"
Raymond J. Urbanik, Esq., at Munsch Hardt Kopf & Harr, P.C., the
attorney for the Committee said.

The Debtors stated in their objection that the Court established
April 17, 2014, as the administrative expense bar date and the
deadline by which the Debtors must challenge the liens and
underlying debt asserted by Regions.  Until expiration of that bar
date -- and the Challenge Period -- it is impossible to say that
the Debtors cannot confirm a Chapter 11 plan, the Debtors said.
The Retained Assets may be necessary to fund a successful Chapter
11 liquidating plan.  The Debtors are still investigating all
causes of action against Regions and Comerica.

On March 25, 2014, the Lenders responded to the objections,
stating that the Committee's objection asserts fears and concerns
regarding the validity of Regions' pre-petition and post-petition
liens on certain commercial tort claims.  Without releasing any
claims and while reserving all rights, Regions agrees to exclude
the Debtors' commercial tort claims from relief sought in its stay
motion.

According to Regions, the expiration of the Challenge Period is
not a prerequisite to relief from stay, and the status of the
investigations causes of action against the Lenders, and other
third parties is irrelevant.  Any counterclaims or defenses not
directly related to the lift stay proceeding must be addressed in
an alternative proceeding.  The Committee's argument that the
Lenders may not be entitled to all the sale proceeds because the
Debtors may have accrued "sweat equity" in the proceeds of
inventory sold is meritless, Regions said.  The Committee has not
submitted any evidence that suggests the Lenders do not have a
properly perfected lien in all of the collateral for which relief
is sought in the stay motion.

Regions stated in its March 25 court filing that the Debtors do
not have any money that is not the Lenders' cash collateral.  The
Lenders do not anticipate agreeing to further extension of the
cash collateral use, which expires on March 31, 2014, considering
the case stagnation and rampant accrual of unbudgeted professional
fees by the Committee.  The Lenders do not believe that the
Debtors possess any assets with which to adequately protect the
Lenders' for the use of the Lenders' cash collateral.  Without the
use of the Lenders' cash collateral, the Debtors cannot satisfy
administrative claims, and therefore cannot confirm a liquidating
plan of reorganization.

Regions bank is represented by:

      Kane Russell Coleman & Logan PC
      George H. Barber, Esq.
      John J. Kane, Esq.
      3700 Thanksgiving Tower
      1601 Elm Street
      Dallas, Texas 75201
      Tel: (214) 777-4200
      Fax: (214) 777-4299
      E-mail: ecf@krcl.com

                        About Color Star

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

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

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

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


COMMUNITY HEALTH: Enters Into Amendments to Securitization Program
------------------------------------------------------------------
Community Health Systems, Inc. on March 31 disclosed that its
wholly owned subsidiary, CHS/Community Health Systems, Inc.
("CHS"), and certain of CHS' subsidiaries have entered into
amendments to its accounts receivable securitization program with
a group of conduit lenders and liquidity banks that increase the
size of the Receivables Facility from $500 million to $700
million.  Credit Agricole Corporate and Investment Bank will
continue to serve as managing agent and the administrative agent
and The Bank of Nova Scotia and The Bank of Tokyo-Mitsubishi UFJ,
Ltd. will also continue to serve as managing agents.  During the
term of the Receivables Facility, these subsidiaries of CHS,
including additional subsidiaries that were not previously a party
to the Receivables Facility, sell certain of their existing and
future accounts receivable to CHS, which then sells or contributes
the Receivables to CHS Receivables Funding, LLC, a bankruptcy-
remote, special-purpose limited liability company.  CHS
Receivables Funding, LLC in turn grants security interests in the
Receivables to Credit Agricole Corporate and Investment Bank in
exchange for borrowings from the Lenders of up to $700 million
outstanding from time to time based on the availability of
eligible Receivables and other customary factors.  Unless earlier
terminated or subsequently extended pursuant to its terms, the
Receivables Facility will expire on March 21, 2016, subject to
customary termination events that could cause an early termination
date.

The amendment to the Receivables Facility will be more fully
described in, and the principal agreements amending the program
will be filed as exhibits to, a Current Report on Form 8-K to be
filed with the Securities and Exchange Commission.

               About Community Health Systems, Inc.

Community Health Systems, Inc. -- http://www.chs.net-- is one of
the largest publicly-traded hospital companies in the United
States and a leading operator of general acute care hospitals in
communities across the country.  Through its subsidiaries, the
Company currently owns, leases or operates 206 affiliated
hospitals in 29 states with an aggregate of approximately 31,000
licensed beds.  The Company's headquarters are located in
Franklin, Tennessee, a suburb south of Nashville.  Shares in
Community Health Systems, Inc. are traded on the New York Stock
Exchange under the symbol "CYH."


COMSTOCK MINING: Reports $25.4 Million 2013 Loss
------------------------------------------------
Comstock Mining Inc. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss
available to common shareholders of $25.36 million on $24.82
million of total revenues for the year ended Dec. 31, 2013, as
compared with a net loss available to common shareholders of
$35.13 million on $5.13 million of total revenues for the year
ended Dec. 31, 2012.  Comstock Mining incurred a net loss
available to common shareholders of $16.30 million in 2011.

As of Dec. 31, 2013, the Company had $43.99 million in total
assets, $23.75 million in total liabilities and $20.24 million in
total stockholders' equity.

A copy of the Form 10-K is available for free at:

                        http://is.gd/ozPzx7

                       About Comstock Mining

Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based,
gold and silver mining company with extensive, contiguous property
in the historic Comstock district.  The Company began acquiring
properties in the Comstock in 2003.  Since then, the Company has
consolidated a substantial portion of the Comstock district,
secured permits, built an infrastructure and brought the
exploration project into test mining production.  The Company
continues acquiring additional properties in the Comstock
district, expanding its footprint and creating opportunities for
exploration and mining.  The goal of the Company's strategic plan
is to deliver stockholder value by validating qualified resources
(measured and indicated) and reserves (probable and proven) of
3,250,000 gold equivalent ounces by 2013, and commencing
commercial mining and processing operations by 2011, with annual
production rates of 20,000 gold equivalent ounces.


CONSTAR INTERNATIONAL: Creditors, Lenders Ink Deal
--------------------------------------------------
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware approved the term sheet resolving the
potential challenges of the Official Committee of Unsecured
Creditors appointed in the Chapter 11 cases of Constar
International Holdings LLC, et al., and the fixing of reserves for
creditors.

In February, the Court authorized the sale of the Debtors' assets
to Plastipak Packaging Inc., pursuant to which a $3.75 million
reserve was established from the proceeds of the sale of the
Debtors' assets to Plastipak in connection with the Committee's
potential challenges to the validity of the liens asserted by the
Lenders.

Under the settlement, $1.4 million from the proceeds of the sale
of the Debtors' assets will be released to the Debtors' estates
and be held by Wilmington Trust, as escrow agent, to fund the
Chapter 11 estates through consummation of the Committee's Plan,
including but not limited to expenses incurred by the Debtors'
estates relating to: (a) payment of administrative expense claims
incurred following consummation of the U.S. asset sale through
consummation of a Chapter 11 plan, and (b) all professional fees
incurred after the closing of the U.S. asset sale on Feb. 27,
2014.

Each of the Committee and its members; Wells Fargo Capital Finance
LLC as revolving DIP agent; Black Diamond Commercial Finance
L.L.C. as DIP note agent; Black Diamond, Solus Alternative Asset
Management L.P., J.P. Morgan Investment Management, Inc., and
Northeast Investors Trust as holders under the roll-over credit
facility and the shareholder credit facility, and Black Diamond,
as debt holder manager and collateral agent, mutually release
their claims and interests on assets that weren't sold, except for
real estate.  The Creditors' Committee also withdrew its challenge
to the validity of the Lenders' liens.

A full-text copy of the Term Sheet is available for free at:

          http://bankrupt.com/misc/CONSTARdeal0325.pdf

                     About Constar International

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

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

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

Judge Christopher S. Sontchi oversees the 2013 case.

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

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

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

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

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

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

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


CORE ENTERTAINMENT: S&P Puts 'B' CCR on CreditWatch Negative
------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
rating on CORE Entertainment Inc., along with all issue-level
ratings on its debt, on CreditWatch with negative implications.

The CreditWatch placement is based on Core Entertainment's weak
operating performance in the third quarter of 2013 and continued
ratings declines at both "American Idol" in the most recent season
(aired Jan. 15, 2014) and "So You Think You Can Dance."

Audience ratings for "American Idol" continue to decline as season
12 in 2013 was down roughly 23%.  S&P believes the decline is the
result of increased competition by similar shows and the typical
limit life cycle of unscripted shows.  The premiere of season 13
in January was also down 22%, a sign that declines are not
moderating, and the show recently hit an all-time ratings low.
S&P believes the fall-off in ratings will have negative
repercussions for ratings-based bonus TV fees in 2014, potentially
leading to lower revenue generated from music touring, record
sales, and merchandising.  Sponsorships and minimum touring
guarantees are usually booked 12 months in advance, and could be
hurt in 2014 and 2015 based on recent ratings declines.  S&P also
believes the company could encounter pressure on its fees for the
show's next renewal by Fox.

S&P's liquidity assessment is "adequate."  S&P expects CORE's
liquidity sources will include roughly $31 million of borrowing
availability under its $35 million revolving credit facility due
2016 (as of Sept. 30, 2013) as well as cash balances.  S&P expects
discretionary cash flow to be modest in 2014.  There are no near-
term debt maturities, but bullet maturities in 2017 and 2018 pose
refinancing risks given recent operating trends.

"Our negative CreditWatch listing reflects our expectation that
performance of the company's programming portfolio will continue
to decline over the next few seasons.  Factors that could lead to
a downgrade include a high-single-digit percent or greater decline
in television revenue for 2014 because of rating declines at
"American Idol" in excess of 10%-15%, which we regard as a normal
pace of audience attrition.  This scenario could result from a
decline in the appeal of on-air talent, excessive judge turnover,
or the debut of additional talent-based TV shows with a new
concept.  We also could lower our rating if we become convinced
that CORE will not generate positive discretionary in 2014.  If we
become convinced that Fox will not renew American Idol, we could
consider a multi-notch downgrade to the 'CCC' category, given
CORE's heavy revenue and EBITDA reliance on the show.  Removing
the ratings from CreditWatch negative would require CORE to reduce
debt leverage and diversify its portfolio (potentially through
successful program development), while maintaining adequate
liquidity," S&P noted.


CUBIC ENERGY: Amends Various Regulatory Filings with SEC
--------------------------------------------------------
Cubic Energy, Inc., amended its quarterly report on Form 10-Q
for the period ended Sept. 30, 2013, to include a previously
omitted exhibit, and to modify the "special note regarding forward
looking statements."  The remainder of the Quarterly Report on
Form 10-Q contains no substantive changes.  A copy of the Form 10-
Q/A is available for free at http://is.gd/EujQ0e

The Company also amended its quarterly report for the period ended
Dec. 31, 2013, to revise the classification of the Company's
Series C voting preferred stock on the Compaby's balance sheet.
The Company also amended information for Natural gas liquids to
present that information on a per barrel basis, and modified Note
H to the Company's condensed consolidated financial statements.
The remainder of the Quarterly Report on Form 10-Q contains no
substantive changes.  A copy of the Form 10-Q/A is available for
free at http://is.gd/blZ4bE

                    Form 8-K Report Amendment

As reported by the Company on Sept. 27, 2013, the Company
consummated the following transactions on Oct. 2, 2013:

   (i) the acquisition from Gastar Exploration Texas, LP, of
       proven reserves, oil & natural gas production and
       undeveloped leasehold interests in Leon and Robertson
       Counties, Texas;

  (ii) the acquisition from Navasota Resources, Ltd., LLP, of
       proven reserves, oil & natural gas production and
       undeveloped leasehold interests in Leon and Robertson
       Counties, Texas; and

(iii) the acquisition from Tauren Exploration, Inc., of well
       bores, proven reserves, oil and natural gas production and
       undeveloped leasehold interests in the Cotton Valley
       formation in DeSoto and Caddo Parishes, Louisiana.

Item 9.01(a) of the Original Form 8-K was amended and restated in
its entirety as follows:

   "The audited statement of revenues and direct operating
    expenses of the Acquired Properties for the years ended
    December 31, 2012 and 2011, together with the report of Philip
    Vogel & Co. with respect thereto, together with the unaudited
    statements of revenues and direct operating expenses of the
    Acquired Properties for the nine months ended September 30,
    2013 and 2012, are included as Exhibit 99.3 to this Amendment
    No. 2 and are incorporated herein by reference."

A copy of the Exhibit is available for free at:

                       http://is.gd/5IcK25

              98 Million Shares Prospectus Amendment

Cubic Energy amended its Form S-1 registration statement relating
to the resale by the holders of 98,751,823 shares of the Company's
common stock issuable upon the exercise of warrants to purchase
shares of the Company's common stock.  The Company will not
receive any of the proceeds from the resale of shares offered by
the selling shareholders.

The Company's common stock is traded on the OTCQB Tier of the U.S.
OTC Markets under the symbol "CBNR."  On March 14, 2014, the last
reported sale price of the Company's common stock was $0.23 per
share.

A copy of the Form S-1/A is available for free at:

                        http://is.gd/a2tefN

                        About Cubic Energy

Cubic Energy, Inc., headquartered in Dallas, Texas, is an
independent upstream energy company engaged in the development and
production of, and exploration for, crude oil and natural gas.
Its oil and gas assets and activities are concentrated in
Louisiana.

Cubic Energy incurred a net loss of $5.93 million for the year
ended June 30, 2013, as compared with a net loss of $12.49 million
for the year ended June 30, 2012, and a net loss of $10.28 million
for the year ended June 30, 2011.

The Company's balance sheet at Dec. 31, 2013, showed $140.69
million in total assets, $137.02 million in total liabilities and
$3.66 million in total stockholders' equity.


CUI GLOBAL: Delays Form 10-K for 2013
-------------------------------------
CUI Global, Inc., filed with the U.S. Securities and Exchange
Commission a Notification of Late Filing on Form 12b-25 with
respect to its annual report on Form 10-K for the year ended
Dec. 31, 2013.

The Company said its outside auditors have not completed their
work in connection with compiling the financial information that
is a part of the Form 10-K.  It is expected that the work will be
completed within the extended filing period.

The Company completed an equity raise under a registered offering
which resulted in net proceeds of $45,135,280 to the company after
related expenses, and made an acquisition of Orbital Gas Systems
in April 2013 which will contribute to increased financial assets
and liabilities as well as revenues, expenses and results.

Additionally, Orbital Gas Systems, the Company's wholly owned
subsidiary, is a company registered, located and doing business in
the United Kingdom, which requires substantial effort and time to
bring this company and its various divisions into full compliance
with U.S. GAAP and U.S. regulatory compliance for inclusion in the
consolidated results of CUI Global, Inc.

                          About CUI Global

Tualatin, Ore.-based CUI Global, Inc., formerly known as Waytronx,
Inc., is a platform company dedicated to maximizing shareholder
value through the acquisition, development and commercialization
of new, innovative technologies.

CUI Global incurred a net loss allocable to common stockholders of
$2.52 million in 2012, a net loss allocable to common stockholders
of $48,763 in 2011 and a net loss allocable to common stockholders
of $7.01 million in 2010.  The Company's balance sheet at Sept.
30, 2012, showed $36.61 million in total assets, $11.79 million in
total liabilities and $24.82 million in total stockholders'
equity.


CUMULUS MEDIA: Posts $165.4 Million Net Income in 2013
------------------------------------------------------
Cumulus Media Inc. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing net income
attributable to common shareholders of $165.40 million on $1.02
billion of net revenues for the year ended Dec. 31, 2013, as
compared with a net loss attributable to common shareholders of
$54.16 million on $1 billion of net revenues for the year ended
Dec. 31, 2012.

As of Dec. 31, 2013, the Company had $3.87 billion in total
assets, $3.35 billion in total liabilities and $512.74 million in
total stockholders' equity.

                        Bankruptcy Warning

"The lenders under the Credit Agreement have taken security
interests in substantially all of our consolidated assets, and we
have pledged the stock of certain of our subsidiaries to secure
the debt under the Credit Agreement.  If the lenders accelerate
the required repayment of borrowings, we may be forced to
liquidate certain assets to repay all or part of such borrowings,
and we cannot assure you that sufficient assets will remain after
we have paid all of the borrowings under such Credit Agreement.
If we were unable to repay those amounts, the lenders could
proceed against the collateral granted to them to secure that
indebtedness and we could be forced into bankruptcy or
liquidation," the Company said in the Annual Report.

A copy of the Form 10-K is available for free at:

                        http://is.gd/MTzQR9

                        About Cumulus Media

Founded in 1998, Atlanta, Georgia-based Cumulus Media Inc.
(NASDAQ: CMLS) -- http://www.cumulus.com/-- is an operator of
radio stations, currently serving 110 metro markets with more than
525 stations.  In the third quarter of 2011, Cumulus Media
purchased Citadel Broadcasting, adding more than 200 stations and
increasing its reach in 7 of the Top 10 US metros.  Cumulus also
acquired the Citadel/ABC Radio Network, which serves 4,000+ radio
stations and 121 million listeners, in the transaction

Cumulus Media put AR Broadcasting Holdings Inc. and three other
units to Chapter 11 protection (Bankr. D. Del. Lead Case No.
11-13674) in 2011 after struggling to pay off debts that topped
$97 million as of June 30, 2011.  Holdings estimated debts between
$50 million and $100 million but said assets are worth less than
$50 million.  AR Broadcasting operated radio stations in Missouri
and Texas.

                           *     *     *

Standard & Poor's Ratings Services in October 2011 affirmed is 'B'
corporate credit rating on Cumulus Media.

"The ratings reflect continued economic weakness and higher post-
acquisition leverage than we initially expected," said Standard &
Poor's credit analyst Jeanne Shoesmith. "They also reflect the
combined company's sizable presence in both large and midsize
markets throughout the U.S."

As reported by the TCR on April 3, 2013, Moody's Investors Service
downgraded Cumulus Media, Inc.'s Corporate Family Rating to B2
from B1 and Probability of Default Rating to B2-PD from B1-PD.
The downgrades reflect Moody's view that the pace of debt
repayment and delevering will be slower than expected.  Although
EBITDA for 4Q2012 reflects growth over the same period in the
prior year, results fell short of Moody's expectations.


DOLAN COMPANY: Joint Disclosure Statement & Plan Hearing on May 1
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing on May 1, 2014 at 9:00 a.m., to consider, among
other things, the adequacy of the disclosure statement explaining
The Dolan Company, et al.'s Prepackaged Plan and the confirmation
of such Plan.

Any objections to the adequacy of information in the Disclosure
Statement or confirmation of the Plan must be filed on or before
April 24.

The Plan provides a comprehensive restructuring of Dolan's
obligations, preserves the going-concern value of the company's
businesses, maximizes recoveries available to all constituents,
provides for an equitable distribution to the company's
stakeholders, and protects the jobs of approximately 635
employees.  More specifically, the Plan provides, among other
things, that:

   -- In exchange for the company's prepetition lenders' claims on
account of the prepetition credit agreement, (1) the company and
the lenders will enter into a new senior secured "last-out" term
loan in the face amount of $50 million less the amount of any
Additional Loans and the amounts funded under the Reorganized
Dolan revolving facility as of the Effective Date, (2) the lenders
shall be issued 100% of the equity interests in New Topco (the
"Reorganized Equity"), subject to dilution for the interests
issued to DR LenderCo LLC ("Lender Newco"), and (3) such lenders
shall receive 100% of the interests in a special purpose vehicle
(the "Seller Notes SPV") established to administer and distribute
proceeds of the notes receivable issued as consideration under the
purchase agreements for Dolan APC LLC's former mortgage processing
services businesses, which notes receivable will be assigned the
Seller Notes SPV (the "SPV Interests");

   -- In further exchange for the Company's prepetition lenders'
claims on account of the prepetition credit agreement, (1)
Reorganized Dolan LLC shall distribute its membership interest in
DiscoverReady to New Topco and (2) Lender Newco, which holds such
lenders' 9.9% membership interest in DiscoverReady, shall merge
into New Topco; upon consummation of these transactions, New Topco
shall become the 100% owner of DiscoverReady;

   -- The Company and its prepetition lenders will enter into a
new senior secured "first-out" $15 million revolving loan
commitment (the "Reorganized Dolan Revolving Facility"), which
will fund the Debtors' exit from chapter 11 protection; provided,
that, at the option of the lenders holding the majority of the
debt outstanding under the Company's prepetition credit agreement,
borrowings under the Reorganized Dolan Revolving Facility on the
Effective Date may be limited to no more than $5 million so long
as the balance of the Exit Costs are funded with additional loans
issued on the same terms and conditions as the Reorganized Dolan
Term Loan (the "Additional Loans");

   -- All outstanding and undisputed General Unsecured Claims
against the Company will be unimpaired and unaffected by the
restructuring and will be paid in full in cash on the later of (1)
the Effective Date of the Plan or (2) in the ordinary course of
business when such claims become due and owing;

   -- At the option of the Company, with the consent of its
prepetition lenders, or the reorganized Company, as applicable,
Intercompany Claims and Interests shall be (1) left unaltered and
rendered unimpaired or (2) cancelled;

   -- The Dolan Company's existing interests shall be cancelled;

   -- Each of the Company's prepetition lenders has agreed to a
standstill to forbear from exercising any remedies against
DiscoverReady or Dolan DLN LLC under the prepetition credit
agreement during the pendency of the chapter 11 cases;

   -- Each of the Company's prepetition lenders agrees to release
DiscoverReady from any and all claims arising under the
prepetition credit agreement upon the Effective Date; and

   -- On the Effective Date, the Company's prepetition lenders
will provide DiscoverReady (on a pro rata basis in accordance with
the amount of claims arising under the prepetition credit
agreement beneficially held by such lender) a new $10 million
revolving credit facility.

A copy of the Prepackaged Chapter 11 Plan of Reorganization is
available for free at:

      http://bankrupt.com/misc/Dolan_Co_Ch11_Plan.pdf

A copy of the Disclosure Statement is available for free at:

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

                      About The Dolan Company

Minneapolis, Minn.-based The Dolan Company (OTC:DOLN) and its
subsidiaries provide professional services and business
information to the legal, financial and real estate sectors.

The Dolan Company and several affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 14-10614 to
14-10637) on March 23, 2014.  Marc Kieselstein, P.C., Jeffrey D.
Pawlitz, Esq., and Joseph M. Graham, Esq., at Kirkland & Ellis
LLP, serve as the Debtors' counsel.  Timothy P. Cairns, Esq.,
Laura Davis Jones, Esq., and Michael Seidl, Esq., at Pachulski
Stang Ziehl & Jones LLP, serve as local counsel.

Faegre Baker Daniels LLP serves as the Debtors' special counsel;
Peter J. Solomon Company serves as financial advisors; and
Kurtzman Carson Consultants, LLC, serves s noticing and balloting
agent.  Deloitte Tax LLP serves as tax advisors.  Zolfo Cooper LLC
also serves as advisors.

Dolan listed $236.2 million in total assets and $185.9 million in
total debts at Sept. 30, 2013.  The petitions were signed by Vicki
J. Duncomb, authorized signatory.

Global investment management firm T. Rowe Price Associates, Inc.,
owns nearly 10% of the company's stock, while James Dolan owns
6.8%.

Dolan's e-discovery business, DiscoverReady LLC, did not file a
chapter 11 petition and its operations will not be affected by the
chapter 11 process.

On March 18, 2014, Dolan and its lenders and certain of its swap
counterparties executed a restructuring support agreement that
sets forth the material terms of the chapter 11 restructuring and
secures the support of the secured creditors for that process. In
accordance with the RSA, the Company commenced solicitation for
votes on the chapter 11 plan from secured creditors, the only
parties entitled to vote under the plan of reorganization.

The chapter 11 plan contemplates that the secured lenders will
become the owner of DiscoverReady and The Dolan Company upon the
completion of the restructuring process and each business will be
operated as separate and distinct entities.  Investment funds
managed by Bayside Capital, Inc. will become the majority owner of
DiscoverReady and The Dolan Company.  Bayside Capital is an
affiliate of H.I.G. Capital, a global private investment firm with
more than $15 billion of equity capital under management.

The chapter 11 plan process will allow the filing subsidiaries of
the Company to deleverage its capital structure by reducing its
projected secured debt obligations from approximately $170 million
to approximately $50 million.  The RSA also secures support from
the lenders to refinance DiscoverReady's capital structure with a
$10 million unfunded secured revolving facility.  The existing
preferred and common shares will be cancelled and will not receive
a recovery in the chapter 11 plan.  After emergence from
bankruptcy, both The Dolan Company and DiscoverReady LLC will be
privately held companies.

Kevin Nystrom serves as the Company's chief restructuring officer.

The lenders are to provide a $10 million DIP loan to fund the cash
needs of the Company and DiscoverReady through the reorganization
process.

The Company expects to emerge from bankruptcy within two months.

The Debtors have requested procedural consolidation and joint
administration of the chapter 11 cases.


DOLAN COMPANY: Has Interim Approval to Tap $4.5MM in DIP Loans
--------------------------------------------------------------
Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware gave interim authority for The Dolan Company,
et al., to obtain postpetition financing up to an aggregate
principal amount of $4.5 million from Bayside Capital, Inc., as
administrative agent for a consortium of lenders.

The Debtors are also granted interim authority to use cash
collateral securing their prepetition indebtedness.  The
Prepetition Agent and Lenders are granted replacement liens and
superpriority claims as adequate protection of their interests in
the Prepetition Collateral against any diminution in value of
those interests.

At a hearing on the DIP motion on March 25, the Debtors advised
the Court of the resolution of certain informal comments raised by
the U.S. Trustee and of an open issue with the proposed lenders.
At the conclusion of that hearing, the Debtors reported an agreed
resolution with the DIP Lenders, and the Court determined to grant
the financing motion subject to revisions discussed on the record
at the March 25 hearing.

The final hearing will be held by the Court on April 17, 2014, at
11:00 a.m. (ET).  Objections are due April 10.

A full-text copy of the Interim DIP Order with Budget is available
for free at http://bankrupt.com/misc/DOLANdipord0326.pdf

The Debtors are represented by Marc Kieselstein, Esq., and Jeff
Pawlitz, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois; and
Laura Davis Jones, Esq., Timothy P. Cairns, Esq., and Michael R.
Seidl, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington,
Delaware.

The DIP Agent is represented by Michael S. Stamer, Esq., at Akin
Gump Strauss Hauer & Feld, LLP, in New York; Sarah Link Schultz,
Esq., at Akin Gump Strauss Hauer & Feld, LLP, in Dallas, Texas;
and David Stratton, Esq., and David Fournier, Esq., at Pepper
Hamilton LLP, in Wilmington, Delaware.

                      About The Dolan Company

Minneapolis, Minn.-based The Dolan Company (OTC:DOLN) and its
subsidiaries provide professional services and business
information to the legal, financial and real estate sectors.

The Dolan Company and several affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 14-10614 to
14-10637) on March 23, 2014.  Marc Kieselstein, P.C., Jeffrey D.
Pawlitz, Esq., and Joseph M. Graham, Esq., at Kirkland & Ellis
LLP, serve as the Debtors' counsel.  Timothy P. Cairns, Esq.,
Laura Davis Jones, Esq., and Michael Seidl, Esq., at Pachulski
Stang Ziehl & Jones LLP, serve as local counsel.

Faegre Baker Daniels LLP serves as the Debtors' special counsel;
Peter J. Solomon Company serves as financial advisors; and
Kurtzman Carson Consultants, LLC, serves s noticing and balloting
agent.  Deloitte Tax LLP serves as tax advisors.  Zolfo Cooper LLC
also serves as advisors.

Dolan listed $236.2 million in total assets and $185.9 million in
total debts at Sept. 30, 2013.  The petitions were signed by Vicki
J. Duncomb, authorized signatory.

Global investment management firm T. Rowe Price Associates, Inc.,
owns nearly 10% of the company's stock, while James Dolan owns
6.8%.

Dolan's e-discovery business, DiscoverReady LLC, did not file a
chapter 11 petition and its operations will not be affected by the
chapter 11 process.

On March 18, 2014, Dolan and its lenders and certain of its swap
counterparties executed a restructuring support agreement that
sets forth the material terms of the chapter 11 restructuring and
secures the support of the secured creditors for that process. In
accordance with the RSA, the Company commenced solicitation for
votes on the chapter 11 plan from secured creditors, the only
parties entitled to vote under the plan of reorganization.

The chapter 11 plan contemplates that the secured lenders will
become the owner of DiscoverReady and The Dolan Company upon the
completion of the restructuring process and each business will be
operated as separate and distinct entities.  Investment funds
managed by Bayside Capital, Inc. will become the majority owner of
DiscoverReady and The Dolan Company.  Bayside Capital is an
affiliate of H.I.G. Capital, a global private investment firm with
more than $15 billion of equity capital under management.

The chapter 11 plan process will allow the filing subsidiaries of
the Company to deleverage its capital structure by reducing its
projected secured debt obligations from approximately $170 million
to approximately $50 million.  The RSA also secures support from
the lenders to refinance DiscoverReady's capital structure with a
$10 million unfunded secured revolving facility.  The existing
preferred and common shares will be cancelled and will not receive
a recovery in the chapter 11 plan.  After emergence from
bankruptcy, both The Dolan Company and DiscoverReady LLC will be
privately held companies.

Kevin Nystrom serves as the Company's chief restructuring officer.

The lenders are to provide a $10 million DIP loan to fund the cash
needs of the Company and DiscoverReady through the reorganization
process.

The Company expects to emerge from bankruptcy within two months.

The Debtors have requested procedural consolidation and joint
administration of the chapter 11 cases.


DOLAN COMPANY: Schedules Filing Date Extended to May 22
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
The Dolan Company, et al.'s time within which to file their
schedules of assets and liabilities and statements of financial
affairs through and including May 22, 2014.

The Court said the requirement that the Debtors file the Schedules
and Statements is permanently waived effective upon the date of
confirmation of the Prepackaged Plan if confirmation occurs on or
before May 22.

                      About The Dolan Company

Minneapolis, Minn.-based The Dolan Company (OTC:DOLN) and its
subsidiaries provide professional services and business
information to the legal, financial and real estate sectors.

The Dolan Company and several affiliates sought Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 14-10614 to
14-10637) on March 23, 2014.  Marc Kieselstein, P.C., Jeffrey D.
Pawlitz, Esq., and Joseph M. Graham, Esq., at Kirkland & Ellis
LLP, serve as the Debtors' counsel.  Timothy P. Cairns, Esq.,
Laura Davis Jones, Esq., and Michael Seidl, Esq., at Pachulski
Stang Ziehl & Jones LLP, serve as local counsel.

Faegre Baker Daniels LLP serves as the Debtors' special counsel;
Peter J. Solomon Company serves as financial advisors; and
Kurtzman Carson Consultants, LLC, serves s noticing and balloting
agent.  Deloitte Tax LLP serves as tax advisors.  Zolfo Cooper LLC
also serves as advisors.

Dolan listed $236.2 million in total assets and $185.9 million in
total debts at Sept. 30, 2013.  The petitions were signed by Vicki
J. Duncomb, authorized signatory.

Global investment management firm T. Rowe Price Associates, Inc.,
owns nearly 10% of the company's stock, while James Dolan owns
6.8%.

Dolan's e-discovery business, DiscoverReady LLC, did not file a
chapter 11 petition and its operations will not be affected by the
chapter 11 process.

On March 18, 2014, Dolan and its lenders and certain of its swap
counterparties executed a restructuring support agreement that
sets forth the material terms of the chapter 11 restructuring and
secures the support of the secured creditors for that process. In
accordance with the RSA, the Company commenced solicitation for
votes on the chapter 11 plan from secured creditors, the only
parties entitled to vote under the plan of reorganization.

The chapter 11 plan contemplates that the secured lenders will
become the owner of DiscoverReady and The Dolan Company upon the
completion of the restructuring process and each business will be
operated as separate and distinct entities.  Investment funds
managed by Bayside Capital, Inc. will become the majority owner of
DiscoverReady and The Dolan Company.  Bayside Capital is an
affiliate of H.I.G. Capital, a global private investment firm with
more than $15 billion of equity capital under management.

The chapter 11 plan process will allow the filing subsidiaries of
the Company to deleverage its capital structure by reducing its
projected secured debt obligations from approximately $170 million
to approximately $50 million.  The RSA also secures support from
the lenders to refinance DiscoverReady's capital structure with a
$10 million unfunded secured revolving facility.  The existing
preferred and common shares will be cancelled and will not receive
a recovery in the chapter 11 plan.  After emergence from
bankruptcy, both The Dolan Company and DiscoverReady LLC will be
privately held companies.

Kevin Nystrom serves as the Company's chief restructuring officer.

The lenders are to provide a $10 million DIP loan to fund the cash
needs of the Company and DiscoverReady through the reorganization
process.

The Company expects to emerge from bankruptcy within two months.

The Debtors have requested procedural consolidation and joint
administration of the chapter 11 cases.


DETROIT, MI: Emergency Manager Says Creditor Support Is Mounting
----------------------------------------------------------------
Law360 reported that Detroit emergency manager Kevyn Orr said that
he expected to garner enough support for the bankrupt city's plan
of adjustment within the next couple of weeks to secure approval
from a bankruptcy court before the fall.

According to the report, speaking alongside Michigan Gov. Rick
Snyder at a panel discussion hosted by the conservative think tank
Manhattan Institute for Policy Research in New York City, Orr
touted the city's economic outlook and maintained that Detroit was
well on its way to prosperity despite the $18 billion in debt that
led the City to bankruptcy.

                 About City of Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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


DETROIT, MI: Files Amended Plan & Disclosure Statement
------------------------------------------------------
The City of Detroit on March 31 filed an amended plan of
adjustment and a related disclosure statement with the U.S.
Bankruptcy Court for the Eastern District of Michigan.  The filing
offers additional details about the:

In all, the amended filing offers greater detail regarding the
Plan the City first proposed on Feb. 21 and the City's
restructuring efforts.  The City expects to file further
amendments to the Plan and Disclosure Statement before the
scheduled April 14 hearing to approve the final Disclosure
Statement to reflect further developments in the City's Chapter 9
case.  The City looks to exit its historic bankruptcy by late
summer as a fiscally solvent municipality that is better able to
provide basic services to its residents.

"The City continues to make progress with its creditors and
retirees and hopes to reach agreement in the near term on a number
of outstanding issues," said Kevyn D. Orr, Emergency Manager for
the City of Detroit.  "We believe that the Plan we have proposed,
and continue to refine, is feasible and allows the City to reduce
its staggering $18 billion in debt and live within its means.  The
Plan puts the focus back on providing essential public services to
the City's nearly 700,000 residents."

Substantive changes or additions to the revised Plan and
Disclosure Statement include:

Copies of the Plan and Disclosure Statement, along with additional
information and links related to the Chapter 9 case, can be found
at http://www.detroitmi.gov/EmergencyManager.aspx

Bankruptcy Court filings are available online, free of charge, at
http://kccllc.net/Detroit

Miller Buckfire & Co., Jones Day, Ernst & Young and Conway
MacKenzie Inc. are advising the City of Detroit on its
restructuring.

                 About City of Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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


DETROIT, MI: Proposes Reducing Payouts
--------------------------------------
Matthew Dolan, writing for The Wall Street Journal, reported that
the bankrupt city of Detroit said it would pay some of its
bondholders and pensioners less than originally offered, according
to a revised version of the city's debt-cutting plan filed in
federal court.

According to city officials, if current and retired police and
firefighters vote to approve the new plan, they would see a 6%
reduction in their pension benefits and the elimination of cost-
of-living adjustments, the report related.  If they voted against
the plan, the reduction would become 14%. Other employees and
retirees would see greater cuts under the revised plan.

The figures are generally lower than the original plan proposed by
the city's emergency manager in February, the report further
related.

Some unsecured bondholders owed hundreds of millions of dollars
would see their payout reduced to 15 cents on the dollar from 20
cents in certain cases, according to Bill Nowling, a spokesman for
the city's emergency manager, the report added.  The lower payouts
were the result of creating a separate funding class for those
eligible for retiree health care, reducing the amount available to
other creditors, according to Mr. Nowling.

The bankrupt city has been spending months trying to convince its
major creditors that it needs to restructure an estimated $18
billion in long-term obligations by paying secured creditors in
full, paying pension funds a reduced amount and giving other
unsecured creditors a smaller fraction of the debt outstanding the
city owes, according to the report.

                 About City of Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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

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

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

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


DOWNTOWN PHOENIX: S&P Revises Outlook & Affirms 'BB+' Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Downtown Phoenix Hotel Corp.'s series 2005A bonds to negative from
stable.  In addition, S&P affirmed its 'BB+' issue-level rating on
the bonds.  The '4' recovery rating on the Series 2005A bonds
remains unchanged.

The outlook revision reflects the weak operating performance of
the hotel in 2013 because of lower group bookings resulting in
much weaker financial performance and DSCR.  If S&P do not see
improved performance in occupancy, ADR, and RevPAR in 2014 and the
project does not achieve S&P's expectation of 0.97x DSCR, it could
lower the rating later this year.

"We would revise the outlook to stable if the DSCR returns to
above 1.1x and the project maintains its strong liquidity
position," said Standard & Poor's credit analyst Jayne Ross.

Standard & Poor's rating on Downtown Phoenix Hotel's $156.71
million (about $153.6 million outstanding as of Dec. 31, 2013)
senior revenue bonds series 2005A is 'BB+'.  The rating reflects
S&P's view of the project's strong liquidity, location near the
convention center, an experienced hotel operator, its slow ramp-up
since opening in the midst of the Great Recession in 2008, and the
continued weak Phoenix hospitality market.  The outlook is
negative.  The bonds have a recovery rating of '4', indicating
S&P's expectation of average (30% to 50%) recovery if a payment
default occurs.

The negative outlook on Downtown Phoenix Hotel reflects S&P's view
that the hotel's operating performance will improve somewhat in
2014, but if S&P's base case projections fall short, it could
lower the ratings within the next year.  Specifically, S&P
currently estimates that its calculation of project's DSCR will
remain low for the rating, at about 0.97x in 2014 but the
project's very strong liquidity provides a good cushion over the
near term.  In addition, S&P do not expect that the project will
have to draw on reserves to meet debt service obligations.

S&P may lower the rating if it do not see improved operating
performance in 2014 and the project does not reach S&P's
expectation of 0.97x DSCR.

S&P would revise the outlook to stable, if operating performance
(occupancy in the high 50% range, stable to improving ADR and
RevPAR), DSCR strengthens to above 1.1x, and the project maintains
its strong liquidity position.


DTS8 COFFEE: Incurs $591,000 Net Loss in Jan. 31 Quarter
--------------------------------------------------------
DTS8 Coffee Company, Ltd., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $591,028 on $90,327 of sales for the three months
ended Jan. 31, 2014, as compared with a net loss of $812,864 on
$65,463 of sales for the same period in 2013.

For the nine months ended Jan. 31, 2014, the Company reported a
net loss of $749,541 on $232,562 of sales as compared with a net
loss of $996,386 on $185,256 of sales for the same period a year
ago.

The Company's balance sheet at Jan. 31, 2014, showed $4.60 million
in total assets, $998,252 in total liabilities, all current, $3.60
million in total shareholders' equity.

"Our continuation as a going concern is contingent upon our
ability to obtain additional financing and to generate revenue and
cash flow to meet our obligations on a timely basis.  Any failure
to generate revenue and profits will raise substantial doubt about
our ability to continue as a going concern.  We plan to retain
cash flow we earn in order to develop our business," the Company
said the Quarterly Report.

A copy of the Form 10-Q is available for free at:

                        http://is.gd/IiI2Yu

                          About DTS8 Coffee

DTS8 Coffee Company, Ltd. (previously Berkeley Coffee & Tea, Inc.)
was incorporated in the State of Nevada on March 27, 2009.
Effective Jan. 22, 2013, the Company changed its name from
Berkeley Coffee & Tea, Inc., to DTS8 Coffee Company, Ltd.  On
April 30, 2012, the Company acquired 100 percent of the issued and
outstanding capital stock of DTS8 Holdings Co., Ltd., a
corporation organized and existing since June 2008 under the laws
of Hong Kong and which owns DTS8 Coffee (Shanghai) Co., Ltd.

DTS8 Holdings, through its subsidiary DTS8 Coffee, is a gourmet
coffee roasting company established in June 2008.  DTS8 Coffee's
office and roasting factory is located in Shanghai, China.  DTS8
Coffee is in the business of roasting, marketing and selling
gourmet roasted coffee to its customers in Shanghai, and other
parts of China.  It sells gourmet roasted coffee under the "DTS8
Coffee" label through distribution channels that reach consumers
at restaurants, multi-location coffee shops, and offices.

Malone & Bailey, PC, in Houston, Texas, 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.

DTS8 Coffee incurred a net loss of $1.11 million for the year
ended April 30, 2013, following a net loss of $45,730 for the year
ended April 30, 2012.


EASTERN HILLS: Chapter 11 Trustee Seeks Approval of Asset Sale
--------------------------------------------------------------
Eastern Hills Country Club owns real property and operates as a
country club.  It filed bankruptcy due to alleged embezzlement,
and falling behind on payments to the Internal Revenue Service,
Texas Alcohol and Beverage Commission, and other vendors and
suppliers.  In 2006, the debtor entered into a plan of merger as
part of an agreement to keep it operating, which allows a buyout
of the debtor for $500,000 if the "requisite number of equity
members" approve it.

On Marcy 17, 2014, Robert Yaquinto, Jr., the chapter 11 trustee of
the debtor, filed an amended motion to sell the Eastern Hills
Country Club free and clear of all liens, claims and encumbrances
pursuant to 11 U.S.C. Sec. 363.  The amended motion was filed to
correct the prayer from the first motion, filed March 12, 2014, in
order to also seek the Court's authorization of the sale free and
clear of all deed restrictions, namely the buyout provision.
The debtor's property is encumbered by tax liens, and possibly
mechanics and materialmen's liens.

The Trustee believes that any purchase money mortgage debt has
been satisfied and is seeking a release from Citibank, the
successor to Security Bank & Trust.

The professional employed to market the assets received 10
contracts to purchase the debtor's real property.  The Trustee
seeks authority to sell the property to H&M Eastern Hills, LLC for
$3,894,000.  H&M's offer includes the payment of a $28,000 break
up fee if it is outbid.

The Trustee discloses that he has "informed prospective buyers who
have indicated an intention to participate in an auction [that]
bidding will start at $4,000,000."  If other prospective
purchasers appear at the hearing on the amended motion, the
Trustee proposes to adjourn the hearing and conduct an auction.
The Trustee asserts that the sale will maximize proceeds received
by the estate and that "anything other than a prompt sale
threatens to substantially lower the proceeds available for
creditors and increase the expense related to the administration
of the Estate."  The Trustee further contends that the proposed
sale is an arm's length transaction arrived at through
disinterested marketing and that H&M is not insider of the debtor
nor has any undisclosed interests.  Further, the trustee argues,
the price offered by H&M is fair market value that "may be tested
if a higher or better offer is received."  Parties have 24 days
from the date served with the amended motion to object.

                      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.  He is represented by his firm,
Sherman & Yaquinto, LLP.


EDGENET INC: Wants Former Owners' Committee Disbanded
-----------------------------------------------------
Edgenet, Inc., et al., ask the U.S. Bankruptcy Court for the
District of Delaware to disband the Official Committee of
Noteholders, arguing that the appointment of the special interest
noteholders' committee was unnecessary given the facts and
circumstances of the case.

The Debtors specifically argue that the special interest Note
Holders? Committee is unwarranted in their Chapter 11 cases for
three reasons: (1) the special interest Note Holders? Committee is
not necessary to protect the Note Holders? interests which are
already protected by Ernest Wu, the fiduciary contractually vested
with the obligation to protect their interests as their attorney-
in- fact; (2) the administrative expense of the special interest
Note Holders? Committee is not justified under the circumstances
in light of the fact the party contractually vested with the right
to resolve disputes on behalf of the Note Holders is not a member
of the Note Holders? Committee; and (3) the presence of the
special interest Note Holders? Committee is counterproductive
insofar as it gives rise to the potential for dueling fiduciaries.

If objections to the Debtors' request are filed on or before April
3, 2014, and those objections are not otherwise timely resolved, a
hearing to consider the objections and the request will be held on
April 10, at 10:00 a.m. (prevailing Eastern Time).

Domenic E. Pacitti, Esq., Raymond H. Lemisch, Esq., and Margaret
M. Manning, Esq., at KLEHR HARRISON HARVEY BRANZBURG LLP, in
Wilmington, Delaware; and Morton R. Branzburg, Esq., at KLEHR
HARRISON HARVEY BRANZBURG LLP, in Philadelphia, Pennsylvania,
represent the Debtors.

                         About Edgenet Inc.

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

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

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

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

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

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


EMPIRE RESORTS: Appoints Edmund Marinucci as Director
-----------------------------------------------------
The Board of Directors of Empire Resorts, Inc., appointed Edmund
Marinucci to fill a vacancy in the Board and the board of
directors of each subsidiary of Empire created by the resignation
of Au Fook Yew.

Mr. Marinucci was nominated to stand for election as a director of
Empire 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.  The Nominating Committee reviewed Mr.
Marinucci's qualifications and the needs of the Company and had
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.

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.  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.


EMPIRE TODAY: S&P Affirms 'B-' CCR & Revises Outlook to Stable
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating on Chicago-based Empire Today LLC, and revised the
outlook to stable from negative.

At the same time, S&P affirmed the 'B-' issue-level rating (the
same as the corporate credit rating) on the company's $150 million
senior secured notes due 2017.  The recovery rating remains '4',
indicating S&P's expectation for average (30%-50%) recovery for
noteholders in the event of a payment default.

"The outlook revision reflects our belief that recent management
and operational challenges concerning related party transactions
regarding the company's former CEO and CFO and consistency of
strategy have been remedied," said Standard & Poor's credit
analyst Kristina Koltunicki.  "We no longer believe this
litigation will hamper the company's liquidity position.  We also
anticipate that additional procedures have been put in place to
prevent the reoccurrence of a similar situation in the future."

Standard & Poor's views the company's business risk profile as
"vulnerable" and its financial risk profile as "highly leveraged."
The business risk profile incorporates S&P's view of its narrow
focus in the replacement flooring industry, heavy reliance on the
effectiveness of TV advertising to generate customer leads, and
susceptibility to shifts in discretionary consumer spending.

Empire's financial risk profile reflects its high debt levels and
thin cash flow protection measures.  S&P expects profit growth to
be challenged over the next year and that credit protection
measures will remain weak and somewhat volatile because of
pressured lead generation.  However, S&P believes they should
remain in line with 2013 levels.


ENDEAVOUR INTERNATIONAL: Moody's Hikes Corp. Family Rating to Caa2
------------------------------------------------------------------
Moody's Investors Service upgraded Endeavour International
Corporation's Corporate Family Rating (CFR) to Caa2 from Caa3, its
first priority notes rating to Caa2 from Caa3, and its second
priority notes to Caa3 from Ca. Endeavour's Speculative Grade
Liquidity rating was changed to SGL-3 from SGL-4 and the outlook
was changed to stable from negative.

"The rating upgrade to Caa2 reflects the recent equity issuance
and other first quarter financing transactions that have improved
Endeavour International's liquidity" commented Pete Speer, Moody's
Vice President. "While this has lessened the risk of near-term
default, the company's financial leverage remains unsustainably
high and therefore the ratings uplift was limited to Caa2."

Ratings Rationale

Endeavour International's Caa2 CFR reflects its very high
financial leverage, 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. The company has high debt
levels and limited operational control over its property base as
it primarily owns non-operating working interests. Production in
the Rochelle field was restored in late February 2014 after a
mechanical issue delayed production for much of January and
February, the latest operating issue that has hindered the
company's efforts to boost production volume and cash flows.
Rochelle held 38% of the company's 2013 proved reserves and is a
large source of expected production growth for 2014.

The SGL-3 rating reflects Moody's expectation that Endeavour
International will maintain adequate liquidity in 2014. The
company replaced its revolving credit facility and letter of
credit facilities this quarter with a new $125 million term loan
and $130 million letter of credit procurement agreement that
provides for Endeavour International's collateral posting
requirements in the North Sea. These collateral requirements were
later reduced to $90 million.

The company's relies solely on its cash balance for liquidity,
which was around $40 million following a recent equity, warrants
and convertible notes issuance. This cash balance and operating
cash flow from its oil weighted production in the North Sea
appears adequate to cover planned capital expenditures, required
repayments of its monetary production payments and working capital
needs in 2014. However, the company's risks for production
interruption remain high, providing uncertainty regarding future
cash flows and making Endeavour International prone to liquidity
shortfalls.

The Caa2 rating on the first priority notes and the Caa3 rating on
the second priority notes reflect both the overall probability of
default of Endeavour International, to which Moody's assigns a PDR
of Caa2-PD, and loss given default of LGD 3 (49%) and LGD 5 (78%),
respectively. The company's term loan, letter of credit
procurement agreement and monetary production payments all have
priority claims to Endeavour International's oil & gas properties
over the first and second priority notes.

The first priority notes and second priority notes have first and
second priority liens on 65% of the capital stock of Endeavour's
primary foreign subsidiaries and an unsecured intercompany loan
payable by the primary foreign subsidiary and all future foreign
intercompany loans. The first priority notes and second priority
notes have a priority claim to foreign subsidiary assets over
Endeavour's convertible notes and bonds outstanding. This
positioning in the capital structure results in the first priority
notes being rated the same as the Caa2 CFR while the second
priority notes are rated Caa3, one notch beneath the CFR, under
Moody's Loss Given Default Methodology.

The outlook is stable. The ratings could be downgraded if
Endeavour International's liquidity were to deteriorate,
increasing the risk of default or distressed exchange. In order
for the ratings to be upgraded, the company will need to
substantially reduce its financial leverage and improve its
operating performance and liquidity.

Upgrades:

Issuer: Endeavour International Corporation

  Corporate Family Rating, Caa2 from Caa3

  Probability of Default Rating, Caa2-PD from Caa3-PD

  Speculative Grade Liquidity Rating, SGL-3 from SGL-4

  First Priority Notes, Caa2, LGD 3 (49%) from Caa3, LGD 3 (38%)

  Second Priority Notes, Caa3, LGD 5 (78%) from Ca, LGD 5 (75%)

Outlook Actions:

  Outlook, Changed To Stable From Negative

Endeavour International Corporation is a publicly traded
independent exploration and production company headquartered in
Houston, Texas.

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


ENDEAVOUR INTERNATIONAL: Incurs $97 Million Net Loss in 2013
------------------------------------------------------------
Endeavour International Corporation filed with the U.S. Securities
and Exchange Commission its annual report on Form 10-K disclosing
a net loss to common stockholders of $97.30 million on $337.66
million of revenues for the year ended Dec. 31, 2013, as compared
with a net loss to common stockholders of $128.04 million on
$219.05 million of revenues for the year ended Dec. 31, 2012.

As of Dec. 31, 2013, the Company had $1.52 billion in total
assets, $1.46 billion in total liabilities, $43.70 million in
series C convertible preferred stock and $18.38 million in total
stockholders' equity.

A copy of the Form 10-K is available for free at:

                         http://is.gd/u1w4Zl

                    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.

                           *     *     *

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.


ENERGY FUTURE: Discussions on Restructuring Alternatives Ongoing
----------------------------------------------------------------
Energy Future Holdings on March 31 provided an update on its
constructive discussions with certain of its financial
stakeholders about various restructuring alternatives to
strengthen the company's balance sheet and create a sustainable
capital structure to position it for the future.  The company
believes an agreement on a restructuring plan would minimize time
and expense spent in a restructuring.

While no agreement has been reached, and there is no guarantee
that an agreement will be reached, negotiations are ongoing.

As the company continues these discussions regarding potential
changes to its capital structure, it is continuing normal business
operations, providing the same high levels of service and
reliability to customers and meeting ordinary course obligations,
such as employee pay and benefits, regulatory obligations, and
trade, vendor and similar obligations.

These restructuring discussions contemplate implementing a
reorganization under Chapter 11 of the U.S. Bankruptcy Code.
Throughout a potential Chapter 11 reorganization, the company
fully expects that it would continue normal business operations,
including continuation of:

Employee wages and benefits.

Qualified retirement plans and medical benefits for retirees.

High levels of service to retail customers under the terms of
their agreements.

Compliance with all regulatory obligations.

Payment in the normal manner for suppliers and vendors for all
goods and services provided after the date of any potential
filing.

The company is negotiating to secure access to additional
financial resources to help support, among other things, its
continued normal operating and working capital requirements and to
facilitate its plans during a potential restructuring.

Given the constructive nature of the ongoing discussions, and
although the company has available liquidity, the company has
elected to not make interest payments on certain of its notes due
on April 1.  The debt agreements allow for a grace period to make
these payments.

In addition, the company has filed a Form 12b-25 with the U.S.
Securities and Exchange Commission to automatically extend the
time within which to file its annual report on Form 10-K for the
year ended Dec. 31, 2013.

           About Energy Future Holdings, fka TXU Corp.

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80 percent-owned entity within the EFH group, is the largest
regulated transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

                Restructuring Talks With Creditors

In April 2013, Energy Future and its affiliates confirmed in a
regulatory filing that they are in restructuring talks with
certain unaffiliated holders of first lien senior secured claims
concerning the Companies' capital structure.

Energy Future has retained Kirkland & Ellis LLP and Evercore
Partners to advise the Companies with respect to the potential
changes to the Companies' capital structure and to assist in the
evaluation and implementation of other potential restructuring
options.

The Creditors have retained Paul, Weiss, Rifkind, Wharton &
Garrison LLP and Millstein & Co., L.P. to advise the Creditors and
to assist in the Creditors' evaluation of potential restructuring
options involving the Companies.

According to a Wall Street Journal report, people familiar with
the matter said Apollo Global Management LLC, Oaktree Capital
Management, Centerbridge Partners and GSO Capital Partners, the
credit arm of buyout firm Blackstone Group LP, all hold large
chunks of Energy Future's senior debt.  Many of these firms belong
to a group being advised by Jim Millstein, a restructuring expert
who helped the U.S. government revamp American International Group
Inc.  The Journal said Apollo enlisted investment bank Moelis &
Co. for additional advice to ensure it gets as much attention as
possible on the case given its large debt holdings.


ENERGY FUTURE: Skips Interest Payment, Late in Filing 10-K
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Energy Future Holdings Corp. won't make a $109
million interest payment due on April 1 and took a 15-day
extension for filing the 2013 annual report.

According to the report, the actions were calculated to foster
discussions on a reorganization plan. The grace period on the debt
payment is 30 days, the report said.

The annual report may contain a so-called going-concern
qualification, which would represent another default on credit
agreements, the report related.

            About Energy Future Holdings, fka TXU Corp.

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80 percent-owned entity within the EFH group, is the largest
regulated transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

                Restructuring Talks With Creditors

In April 2013, Energy Future and its affiliates confirmed in a
regulatory filing that they are in restructuring talks with
certain unaffiliated holders of first lien senior secured claims
concerning the Companies' capital structure.

Energy Future has retained Kirkland & Ellis LLP and Evercore
Partners to advise the Companies with respect to the potential
changes to the Companies' capital structure and to assist in the
evaluation and implementation of other potential restructuring
options.

The Creditors have retained Paul, Weiss, Rifkind, Wharton &
Garrison LLP and Millstein & Co., L.P. to advise the Creditors and
to assist in the Creditors' evaluation of potential restructuring
options involving the Companies.

According to a Wall Street Journal report, people familiar with
the matter said Apollo Global Management LLC, Oaktree Capital
Management, Centerbridge Partners and GSO Capital Partners, the
credit arm of buyout firm Blackstone Group LP, all hold large
chunks of Energy Future's senior debt.  Many of these firms belong
to a group being advised by Jim Millstein, a restructuring expert
who helped the U.S. government revamp American International Group
Inc.  The Journal said Apollo enlisted investment bank Moelis &
Co. for additional advice to ensure it gets as much attention as
possible on the case given its large debt holdings.


ESTATE FINANCIAL: 9th Circ. Revives Bryan Cave Malpractice Suits
----------------------------------------------------------------
Law360 reported that the Ninth Circuit revived two legal
malpractice suits brought against Bryan Cave LLP by trustees for a
bankrupt real estate investment firm who want more than $100
million because Bryan Cave attorneys were allegedly aware of
securities fraud that they failed to stop.

According to the report, the two linked appeals, filed by Bradley
D. Sharp and Thomas P. Jeremiassen, bankruptcy trustees of Estate
Financial Inc. and its independent investment vehicle Estate
Financial Mortgage Fund LLC, contend that Bryan Cave was retained
to prevent and correct legal violations.

                      About Estate Financial

Estate Financial, Inc. -- http://www.estatefinancial.com/-- was a
license real estate brokerage firm since the later 1980's.  EFI
solicited funding for, and arranged and made, loans secured by
various real property.  EFI also was the sole manager of Estate
Financial Mortgage Fund LLC, which was organized for the purpose
of investing in and funding loans originated by EFI which were
secured by first deeds of trust encumbering commercial and real
estate located primarily in California and has been funding such
mortgage loans since 2002.

Five creditors of EFI filed an involuntary Chapter 11 petition
against the real estate broker on June 25, 2008 (Bankr. C.D.
Calif. Case No. 08-11457).  EFI consented to the bankruptcy
petition on July 16, 2008.

Robert B. Orgel, Esq., at Pachulski Stang Ziehl & Jones LLP, and
William C. Beall, Esq., at Beall and Burkhardt, represented the
Debtor as counsel.  A Chapter 11 trustee, Thomas P. Jeremiassen,
was appointed by the Court on July 23, 2008.  Robyn B. Sokol,
Esq., and Steven T. Gubner, Esq., at Ezra Brutzkus & Gubner,
represent the official committee of unsecured creditors as
counsel.  In its schedules, Estate Financial disclosed total
assets of $27,428,550, and total debts of $7,316,755.


EVERYWARE GLOBAL: Not in Compliance with Leverage Ratio Req't
--------------------------------------------------------------
EveryWare Global, Inc. on March 31 disclosed that the Company is
in compliance with its covenants as of 2013 year end.  While the
Company has not completed the financial results for the period
ended on March 31, 2014, it believes it will not be in compliance
with the consolidated leverage ratio requirement under the Term
Loan agreement as of March 31, 2014.

On March 31, 2014, Monomoy Capital Partners, L.P., Monomoy Capital
Partners II, L.P. and their affiliated funds provided the Company
with an equity commitment letter pursuant to which the Monomoy
Funds committed to offer to purchase securities from the Company
having an aggregate purchase price in an amount sufficient to
exercise the Company's right under the Term Loan agreement to
"cure" the violation, but no more than $12.0 million in the
aggregate, which amount will be reduced by the amount of any other
equity raised to fund a Cure Contribution.  The equity commitment
letter will expire on December 31, 2014, or earlier if the Company
amends the terms of the financial maintenance covenants, if it
obtains a waiver of the financial maintenance covenants or if the
lenders agree to forbear from exercising any remedies with respect
to a default or an event of default with respect to the financial
maintenance covenants.

The Company has also engaged Alvarez & Marsal to assist in a
number of projects, including working capital management, expense
reduction, product profitability and margin improvement.

The disclosure was made in EveryWare Global, Inc.'s earnings
release for the last three months and full year ended December 31,
2013, a copy of which is available for free at:

     http://is.gd/b4SssF

                         About EveryWare

EveryWare is a global marketer of tabletop and food preparation
products for the consumer and foodservice markets, with operations
in the United States, Canada, Mexico, Latin America, Europe and
Asia.  Its global platform allows it to market and distribute
internationally its total portfolio of products, including
bakeware, beverageware, serveware, storageware, flatware,
dinnerware, crystal, buffetware and hollowware; premium spirit
bottles; cookware; gadgets; candle and floral glass containers;
and other kitchen products, all under a broad collection of
widely-recognized brands.   Driven by devotion to design,
EveryWare is recognized for providing quality tabletop and kitchen
solutions through its consumer, foodservice, specialty and
international channels.  EveryWare was formed through the merger
of Anchor Hocking, LLC and Oneida Ltd. in March of 2012.


EXGEN RENEWABLES: S&P Assigns 'BB-' Rating to $300MM Sr. Facility
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB-'
rating to ExGen Renewables I LLC's seven-year, $300 million first-
lien senior secured term loan facility due February 2021.  At the
same time, S&P assigned a recovery rating of '3', indicating its
expectation for meaningful (50% to 70%) recovery of principal in a
payment default.  The outlook is stable.

"ExGen Renewables' rating largely reflects a reliance on cash flow
from Continental Wind, which is exposed to various wind regimes,
wind turbine technology performance and costs, and a distribution
test of 1.2x looking forward and backward," said Standard & Poor's
credit analyst Dhaval Shah.

The rating also reflects exposure to refinancing risk at maturity
in 2021.  Continental Wind is a portfolio of 13 wind projects with
667 megawatts (MW) that issued $613 million in senior secured
notes (BBB-/Stable) in fall 2013 that mature in February 2033.
Continental Wind earns cash flow from long-term power purchase
agreements and renewable energy agreements with utilities,
cooperatives, and municipals and from federal production tax
credits.  Continental Wind is among the more diverse wind
portfolios that S&P has rated.  This diversity reflects five wind
regimes and use of eight different turbine models.  Continental
Wind also benefits from some performance and cost control through
long-term operations and maintenance (O&M) agreements with turbine
manufacturers.

S&P views consolidated leverage of $913 million (or $1,369 per
kilowatt) as high at the beginning of the debt term and
substantial debt will remain at the 2021 maturity (about $156
million in S&P's base case), which introduces significant
refinancing risk.  Debt service coverage ratios (DSCR) during the
term loan period are low in S&P's base case, at 1.16x minimum,
which also supports S&P's rating conclusion.  S&P assess DSCRs on
a consolidated basis, including the debt obligations of
Continental Wind and ExGen Renewables.

The stable outlook reflects S&P's expectation that cash flow from
Continental Wind is likely to remain fairly stable given diversity
in the wind regimes and wind turbine technology at the Continental
Wind level.

S&P expects limited rating upside because of the high level of
initial leverage and S&P's expectation based on a year of
operating history that there is no evidence that the wind regime
is substantially above S&P's expectations.  However, S&P could
raise the rating if ExGen Renewables amortized debt faster than
its expectation, and we have high confidence that the minimum
consolidated DSCR would remain above 1.2x and that refinancing
risk is materially lower than currently anticipated under S&P's
base case.

If consolidated coverage levels decline consistently below around
1.12x, S&P would likely lower the ratings.


EXTERRAN PARTNERS: Moody's Rates $300MM Sr. Unsecured Notes 'B1'
----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Exterran
Partners, L.P.'s (EXLP) proposed $300 million senior unsecured
notes. The notes will be co-issued by EXLP Finance Corp (unrated).
EXLP intends to use net proceeds from the offering to partially
finance the acquisition of a fleet of compressor units from MidCon
Compression, L.L.C. (MidCon, unrated), a wholly-owned subsidiary
of Chesapeake Energy Corporation (Ba2 stable).

Moody's upgraded EXLP's existing senior unsecured notes to B1 from
B2 and affirmed the Ba3 Corporate Family Rating (CFR), Ba3-PD
Probability of Default Rating and SGL-3 Speculative Grade
Liquidity rating at EXLP. The outlook remains stable.

"The MidCon acquisition bolsters EXLP's scale on a stand-alone
basis and is supportive of the MLP's growing independence from
Exterran Holdings, Inc.," stated Michael Somogyi, Vice President
and Senior Analyst. "The upgrade of the senior unsecured notes is
reflective of a shift in EXLP's capital structure to more
unsecured basis as there is now proportionally less secured debt
with a priority claim ahead of senior unsecured bondholders."

Issuer: Exterran Partners, L.P.

  Corporate Family Rating, affirmed Ba3

  Probability of Default Rating, affirmed Ba3-PD

  US$350 million senior unsecured notes, upgraded to B1 LGD 5
  (77%)

  US$300 million senior unsecured notes, assigned B1 LGD 5 (77%)

  Speculative Grade Liquidity, affirmed SGL-3

  Rating Outlook, maintained at Stable

Ratings Rationale

Exterran Partners, L.P. (EXLP) is a publicly traded master limited
partnership (MLP) that is owned and controlled by Exterran
Holdings, Inc. (EXH) through its 1.6% general partner interest,
39% limited partner interest and ownership of EXLP's incentive
distribution rights (IDRs).

The acquisition of 440,000 horsepower of compressor units
currently servicing Access Midstream Partners L.P. (Access, Ba1
positive) is supportive of EXLP's growth strategy and progress
towards operating independently from EXH through the elimination
for cost cap reimbursements. Access has agreed to exclusively use
Exterran for contract compression in Texas, Oklahoma, Louisiana,
Arkansas and Wyoming through 2020, subject to certain exclusions.
The acquisition is expected to close in the second quarter of 2014
and the total purchase price is $360 million, which includes $9.4
million of assets to be purchased by EXH. The residual cost for
EXLP is $351 million, funded with $150 million equity and the
proposed $300 million senior unsecured notes offering. Remaining
proceeds after fees and expenses will be used to pay down EXLP's
revolver, which had an outstanding balance of $268 million as of
2013 year-end.

The compression fleet will add about $45 million in EBITDA to EXLP
in 2014. EXLP is currently reliant on support from EXH in the form
of cost cap reimbursements. EXLP benefits from an operating cost
cap of $22.50/horsepower (HP) per quarter and a $17.7 million SG&A
cost cap per quarter during 2014. These cost caps have restrained
EXLP's ratings, pointing to an inability to manage operations
without relying on a degree of financial support from EXH. EXLP
intends to eliminate these cost caps by year end 2014.

EXLP's stand-alone leverage metric has declined from about 5.7x at
year-end 2010 to 3.6x at year-end 2013. Pro forma for the
acquisition, debt/EBITDA (Moody's adjusted) will be about 4.3x at
year-end 2014. Although the MidCon acquisition is a leveraging
event, debt/EBITDA remains below the company's five-year average,
which was 4.6x at year-end 2013.

EXLP's proposed $300 million senior unsecured notes and existing
$350 million senior unsecured notes are rated B1, one notch below
the Ba3 CFR, reflective of their junior position relative to the
$650 million senior secured revolving credit facility and $150
million senior secured term loan facility.

EXLP's Ba3 CFR is supported by its size and visible growth
potential driven by potential asset drop-downs from EXH, as EXH
intends to continue to use EXLP as the growth vehicle for its U.S.
contract operations.

EXLP's ratings are not likely to be upgraded in the near-term
given the company's continued financial reliance on EXH. EXLP's
ratings could be considered for an upgrade upon proving its
ability to manage leverage below 4.0x on a sustained basis and
maintaining distribution coverage above 1.2x without any
dependence on cost-cap reimbursements from EXH. EXLP's ratings
could be downgraded should leverage exceed 5.0x on a sustained
basis or if distribution coverage falls below 1.0x for an extended
period of time.

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.

Exterran Partners, L.P. is headquartered in Houston, TX.


EXTERRAN PARTNERS: S&P Raises CCR to 'B+' on Improved Performance
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned an sacp of 'b'
to compression services provider Exterran Partners L.P.  S&P also
raised the corporate credit rating on Exterran Partners to 'B+'
from 'B'.  The outlook is stable.

At the same time, S&P raised its issue-level rating on Exterran
Partners' senior unsecured debt to 'B' from 'B-' (one notch below
the corporate credit rating).  The recovery rating on the
company's unsecured debt remains a '5', indicating modest (10% to
30%) recovery in the event of a payment default.

The upgrade primarily reflects the enhanced support from 39%-owner
Exterran Holdings, in the form of $150 million temporary equity
backstop and increase operating costs caps; Exterran Partners'
improving operating and credit measures; and its improved scale
(increased available horsepower) through a previously announced
asset acquisition.

"We expect stable demand for compression services and equipment
should enable EXLP to maintain credit measures close to current
levels, with total debt to EBITDA in the 4x area," said Standard &
Poor's credit analyst Susan Ding.

S&P could lower ratings if credit measures weaken materially
beyond its current expectations, including if FFO to debt fell
below 10% or debt to EBITDA rose above 5x for a prolonged period.
This could occur if natural gas prices weakened materially,
resulting in decreased production, lower demand for compression
services, and an oversupply of compression capacity.

Given that EXLP is required to distribute all of its free cash
flow, and therefore leverage will not materially improve, S&P
currently do not expect to raise ratings over the next 12 to 18
months.  S&P could raise the ratings if Exterran is able to
substantially improve its competitive profile with increased
scale, scope, and geographic diversity or if credit measures
improve substantially, such that leverage is sustained at less
than 3.5x.


F&H ACQUISITION: AmREIT Executes Lease Amendment with Champps
-------------------------------------------------------------
AmREIT on March 31 disclosed that it has executed a lease
amendment with Champps Entertainment of Texas, Inc. for the
Champps casual dining restaurant location in AmREIT's Uptown Park
shopping center in Houston, Texas.

Champps' parent company, F&H Acquisition Corp., filed bankruptcy
on December 15, 2013.  At the time of the bankruptcy filing, F&H
operated 35 Champps restaurants, 50 Fox & Hound sports bars, and
16 Bailey's Sports Grills.  On February 28, 2014, F&H Acquisition
Corp. won bankruptcy court approval for a $125 million sale to
junior lenders led by Cerberus Business Finance.

The amended Champps lease at Uptown Park provides AmREIT with
increased control of the parking areas adjoining Champps to
facilitate the ongoing redevelopment of Uptown Park.  The amended
lease also provides for a reduction in the remaining lease term
from five years to two years (February 2016) and established a
reduced annual base rental rate as the greater of 11% of gross
sales or $418,000.  The rental reduction was granted to give
AmREIT and Champps time to assess options for downsizing and/or
relocating the existing restaurant within Uptown Park.

"We are delighted to have created a ?win-win' transaction with
Cerberus," said Kerr Taylor, AmREIT CEO.  "Champps is able to
continue to operate their successful store in Uptown Park --
perhaps the top mixed use project in the state of Texas -- and
AmREIT may now accelerate its redevelopment plans for this best of
class site within the 17 acre project."

                  About F & H Acquisition Corp.

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

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

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

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

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

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

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

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


FERRO CORP: S&P Revises Outlook to Stable & Affirms 'B+' CCR
------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Mayfield
Heights, Ohio-based Ferro Corp. to stable from developing.  At the
same time, S&P affirmed its 'B+' corporate credit rating on the
company and 'B' rating on its senior unsecured debt.  The '5'
recovery rating on the unsecured notes is unchanged, and indicates
S&P's expectation of modest (10% to 30%) recovery in a default
scenario.

"The outlook revision reflects our belief that the company's mix
of businesses or its financial risk profile have not changed
materially following a review by its strategy review committee
that began in May 2013," said Standard & Poor's credit analyst
Daniel Krauss.  "In addition, we view the possibility of chemical
company A. Schulman, which had bid for Ferro in early 2013, coming
in with a higher bid to acquire the company as remote based on
public comments by A. Schulman's management.  Over the past year
Ferro has successfully implemented a series of restructuring
initiatives, which has allowed the company to increase EBITDA
margins despite a modest drop in 2013 revenues.  Higher earnings
and a meaningful reduction in adjusted debt (primarily as a result
of a lower unfunded pension status at the end of 2013), has
allowed the company to improve credit measures over the past year.
For the year ended December 2013, funds from operations (FFO) to
total adjusted debt improved to 15% from about 12% in 2012, which
is in line with our expectations at the current ratings.  We
expect that benefits from the company's continued cost-cutting
initiatives should allow the company to offset any potential
sluggishness in the company's European markets".

"The ratings on Ferro Corp. reflect our assessment of the
company's business risk profile as "weak" and financial risk
profile as "aggressive." Ferro produces a variety of performance
materials and chemicals for use primarily in the construction,
appliances, automotive, household furnishings, and electronics end
markets.  Some specific products include glazes, enamels,
pigments, dinnerware decoration colors, coatings, and porcelain
enamel.  The stable outlook is based on our base-case assumption
that earnings will improve modestly in 2014, with EBITDA
benefiting from the company's ongoing restructuring actions and a
pickup in the U.S. housing market.  Based on our scenario
forecasts, we expect that the company will maintain the FFO to
debt ratio at about 15%, which is in line with our expectations at
the current rating.  Our base case assumes that management will
address the 2015 revolver maturity in a timely manner," S&P added.

S&P could raise the ratings if revenue growth in the high-single-
digit percent area, coupled with EBITDA margin improvement of 300
basis points, resulted in FFO to total debt of between 20% to 25%.
S&P could also consider a one-notch upgrade if the company
generated stronger free cash flow than expected or used proceeds
from any potential divestitures to reduce debt such that the
company's financial risk profile improves to a level consistent
with a higher rating.

S&P could lower the ratings if revenue growth stalls or turns
negative and unexpected business challenges reduce the company's
EBITDA margins by 200 basis points or more from S&P's
expectations, resulting in FFO to total adjusted debt declining to
about 12%.  S&P could also consider a downgrade if liquidity were
to come under pressure resulting from EBITDA cushions under the
covenants declining to about 10%, or free cash flow turning
negative for an extended period of time.


FINJAN HOLDINGS: Incurs $6 Million Net Loss in 2013
---------------------------------------------------
Finjan Holdings, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$6.07 million on $744,000 of revenues for the year ended Dec. 31,
2013, as compared with net income of $50.98 million on $0 of
revenues in 2012.

As of Dec. 31, 2013, the Company had $27.94 million in total
assets, $924,000 in total liabilities and $27.02 million in total
stockholders' equity.

Marcum LLP, in New York, did not issue a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  As previously reported, the Company's
former accountants, Moody, Famiglietti & Andronico, LLP, in
Tewksbury, Massachusetts, 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 that raises substantial
doubt about the Company's ability to continue as a going concern.

A copy of the Form 10-K is available for free at:

                        http://is.gd/MGwMjD

                             About Finjan

Finjan, formerly known as Converted Organics, is a leading online
security and technology company which owns a portfolio of patents,
related to software that proactively detects malicious code and
thereby protects end-users from identity and data theft, spyware,
malware, phishing, trojans and other online threats.  Founded in
1997, Finjan is one of the first companies to develop and patent
technology and software that is capable of detecting previously
unknown and emerging threats on a real-time, behavior-based basis,
in contrast to signature-based methods of intercepting only known
threats to computers, which were previously standard in the online
security industry.


FINJAN HOLDINGS: Unit Files Infringement Suit Against Sophos
------------------------------------------------------------
Finjan Holdings, Inc.'s subsidiary, Finjan, Inc., has filed a
patent infringement lawsuit against Sophos, alleging infringement
of Finjan patents relating to endpoint, web, and network security
technologies.

The complaint, filed in the U.S. District Court for the Northern
District of California, alleges that Sophos' products and services
infringe upon six of Finjan's patents.  In the complaint, Finjan
is seeking undisclosed damages from Sophos.

"Finjan has a broad patent portfolio covering behavior-based
intrusion prevention and detection technologies generally deployed
across the endpoint, web and networking markets, resulting from
years of substantial R&D," commented Finjan's President, Phil
Hartstein.  "With this new case, we continue down a path of
protecting our proprietary inventions from unlicensed companies
employing these technologies in direct competition to our existing
licensing partners.  This latest action against Sophos reflects
that mandate to actively enforce our patent rights, when
necessary."

Recognized internationally as a pioneer and leader in web and
network security, Finjan's decades-long investment in innovation
is captured in its patent portfolio, centered around software and
hardware technologies capable of proactively detecting previously
unknown and emerging threats on a real-time, behavior-based basis.
Finjan has proudly licensed its patents and technology to several
major software and technology companies around the world.

                            About Finjan

Finjan, formerly known as Converted Organics, is a leading online
security and technology company which owns a portfolio of patents,
related to software that proactively detects malicious code and
thereby protects end-users from identity and data theft, spyware,
malware, phishing, trojans and other online threats.  Founded in
1997, Finjan is one of the first companies to develop and patent
technology and software that is capable of detecting previously
unknown and emerging threats on a real-time, behavior-based basis,
in contrast to signature-based methods of intercepting only known
threats to computers, which were previously standard in the online
security industry.

Finjan Holdings reported a net loss of $6.07 million on $744,000
of revenues for the year ended Dec. 31, 2013, as compared with net
income of $50.98 million on $0 of revenues in 2012.


FIRST SECURITY: Incurs $13.4 Million Net Loss in 2013
-----------------------------------------------------
First Security Group, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
a net loss of $13.44 million on $31.91 million of total interest
income for the year ended Dec. 31, 2013, as compared with a net
loss of $37.57 million on $36.31 million of total interest income
for the year ended Dec. 31, 2012.  The Company incurred a net loss
of $23.06 million in 2011.

As of Dec. 31, 2013, the Company had $977.57 million in total
assets, $893.92 million in total liabilities and $83.64 million in
total shareholders' equity.

A copy of the Form 10-K is available for free at:

                        http://is.gd/kI62uK

                     About First Security Group

First Security Group, Inc., is a bank holding company
headquartered in Chattanooga, Tennessee.  Founded in 1999, First
Security's community bank subsidiary, FSGBank, N.A. has 28 full-
service banking offices along the interstate corridors of eastern
and middle Tennessee and northern Georgia.  In Dalton, Georgia,
FSGBank operates under the name of Dalton Whitfield Bank; along
the Interstate 40 corridor in Tennessee, FSGBank operates under
the name of Jackson Bank & Trust.  FSGBank provides retail and
commercial banking services, trust and investment management,
mortgage banking, financial planning, internet banking
(www.FSGBank.com).


FISKER AUTOMOTIVE: Wants Plan Exclusivity Period Extended to July
-----------------------------------------------------------------
Fisker Automotive Holdings Inc. and Fisker Automotive Inc. ask the
Court to extend their exclusive period to file a Chapter 11 plan
to July 22, 2014 and exclusive period to solicit plan votes to
September 22, 2014.

Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, relates that from the outset, Fisker
Automotive have been clear that their goals are not limited to the
completion of a successful sale process. Rather, they have been
unequivocal that a successful completion requires the confirmation
and consummation of a plan.

According to Mr. Keane, this goal has only become more salient in
light of the $149.2 million to be realized upon closing the sale
of all assets to Wanxiang America Corporation, expected to occur
in the near term. It would be a disappointing turn if the value
unlocked and monetized by the sale and auction process was lost
through in-fighting, litigation, or disputes arising from
parochial stakeholder interests, adds Mr. Keane.

Mr. Keane points out that Fisker Automotive have remained focused
on their efforts to maximize value for all stakeholders. Their
achievements include:

   (a) a highly successful auction and sale process that
       included 19 rounds of bidding and led to $90 million
       improvement to the initial bid before Wanxiang emerged
       as the successful bidder;

   (b) obtaining the Court's approval for the proposed sale to
       Wanxiang on February 18, 2014;

   (c) negotiating replacement financing to bridge to completion
       of their sale to Wanxiang;

   (d) obtaining Court approval for replacement financing on a
       final basis on March 20, 2014;

   (e) driving forward with claims resolution process to develop
       additional certainty around their claims pool (and
       creditor recoveries), including by filing omnibus
       objections to claims on March 14, 2014;

   (f) proceeding as expeditiously as reasonably possible to
       consummate their pending sale to Wanxiang; and

   (g) ongoing efforts and initial negotiations with various
       parties-in-interest to develop a structure for a plan of
       liquidation that reflects the diverse interests of many
       stakeholders in a fair and balanced manner.

Fisker Automotive are therefore proceeding with significant
momentum from their successful sale and auction process, which
they seek to carry forward, says Mr. Keane.

In moving forward with developing a plan structure, Fisker
Automotive recognizes that certain stakeholders have asserted
rights to the value created through the sale to Wanxiang. Hybrid
Technology, LLC and Hybrid Tech Holdings, LLC and the Official
Committee of Unsecured Creditors may have significantly divergent
views on the allocation of the value realized through the auction
and sale process.

Mr. Keane stresses that Fisker Automotive remain best positioned
to evaluate these competing interests, and implement a plan that
maximizes value for all stakeholders as opposed to the particular
interests of any one group.

This is the first request for exclusivity extension filed by
Fisker Automotive and comes fewer than four months after filing
for bankruptcy.

Hearing date for the extension request is on April 17, 2014, at
10:00 a.m. (ET) and the objection deadline is April 10, 2014.

                     About Fisker Automotive

Fisker Automotive Holdings, Inc., developer of the Karma plug-in
hybrid electric sedan, filed a petition for Chapter 11 protection
(Bankr. D. Del. Case No. 13-13087) on Nov. 22, 2013.

Fisker estimated assets of more than $100 million and listed debt
of $500 million in its bankruptcy petition.  The assets include an
assembly plant purchased for $21 million from General Motors Corp.
The plant never operated.  The cars were assembled in Finland.

Fisker received a $529 million loan from the Department of
Energy's Advanced Technology Vehicles Manufacturing Loan Program
and drew down about $192 million before the department froze the
loan after Fisker failed to hit several development targets.  The
company defaulted on its loan in April 2013.

Bankruptcy Judge Kevin Gross presides over the case.  The Debtors
have tapped James H.M. Sprayregen, P.C., Esq., Anup Sathy, P.C.,
Esq., and Ryan Preston Dahl, Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, as co-counsel; Laura Davis Jones, Esq., James
E. O'Neill, Esq., and Peter J. Keane, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, as co-counsel;
Beilinson Advisory Group as restructuring advisors; and Rust
Consulting/Omni Bankruptcy, as notice and claims agent and
administrative advisor.

On Nov. 5, 2013, the Official Committee of Unsecured Creditors
was appointed. The members are: (a) David M. Cohen; (b) Sven
Etzelsberger; (c) Kuster Automotive Door Systems GmbH; (d) Magna
E-Car USA, LLC; (e) Supercars & More SRL; and (f) TK Holdings Inc.
The Committee is represented by William R. Baldiga, Esq., and
Sunni P. Beville, Esq., at Brown Rudnick LLP; and Mark Minuti,
Esq., at Saul Ewing LLP.  Emerald Capital Advisors Corp. is the
financial advisors for the Committee.

Fisker sought bankruptcy protection to pursue a private sale of
its business to Hybrid Tech Holdings, LLC.  The Committee,
however, wants a sale public sale, and has identified Wanxiang
America Corporation as stalking horse bidder.

Hybrid was initially under contract to buy Fisker in exchange for
$75 million of the $168.5 million government loan it acquired
immediately before the Debtor's Chapter 11 filing.  Hybrid later
raised its offer by adding an additional $1 million cash and
agreeing to share proceeds from the sale of a facility in Delaware
it doesn't intend to operate.  Hybrid also offered to pay real
estate taxes on the Delaware plant.  Hybrid also will waive $90
million in deficiency claims that otherwise would dilute unsecured
creditors' recovery.

Wanxiang, as stalking horse bidder, initially offered $25.8
million in cash.  However, Wanxiang has said it has raised its
offer by $10 million and is willing to go higher.

After the hearings on Jan. 10 and 13, the Court directed a public
auction, and capped Hybrid's credit bid to $25 million.

In response, Hybrid raised its offer to $55 million.

Hybrid is represented by Tobias Keller, Esq., and Peter
Benvenutti, Esq., at Keller & Benvenutti LLP, in San Francisco,
California.

Wanxiang, which bought A123 Systems, Inc., a manufacturer of
lithium-ion batteries used in electric vehicles such as the Fisker
Karma, in a bankruptcy auction early in 2013 for $256.6 million,
is represented in Fisker's case by Sidley Austin LLP's Bojan
Guzina, Esq., and Andrew F. O'Neill, Esq.; and Young Conaway
Stargatt & Taylor, LLP's Edmon L. Morton, Esq., Robert S. Brady,
Esq., and Kenneth J. Enos, Esq.

On Feb. 19, 2014, the Bankruptcy Court approved the sale of
Fisker's assets to Wanxiang America Corporation.  The sale closed
on March 24.  The sale to Wanxiang is valued at approximately $150
million, Fisker said in a news statement.

On March 27, 2014, the Court authorized Fisker Automotive Holdings
to change its name to FAH Liquidating Corp. and its affiliate,
Fisker Automotive Inc., to FA Liquidating Corp., following the
sale.


FISKER AUTOMOTIVE: Panel Hires 284 Partners as Valuation Expert
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Fisker Automotive
Holdings, Inc. and its debtor-affiliates seeks authorization from
the U.S. Bankruptcy Court for the District of Delaware to retain
284 Partners, LLC as intellectual property valuation expert to the
Committee, nunc pro tunc to Mar. 17, 2014.

The Committee requires 284 Partners to:

   (a) determine the appropriate valuation methods which may be
       employed;

   (b) review documents produced by the Debtors and other
       relevant parties;

   (c) research third-party sources for economic, market and
       other
       data relevant to the valuation and apportionment;

   (d) conduct interview of appropriate personnel;

   (e) develop financial models and valuation analyses;

   (f) prepare expert reports and supporting schedules;

   (g) discuss the results of analyses and opinions of value and
       apportionment with Brown Rudnick;

   (h) prepare for and provide deposition testimony, as
       necessary;

   (i) prepare for and provide trial testimony, as necessary; and

   (j) provide other services as requested by the Committee in
       furtherance of the services set forth above.

284 Partners will be paid at these hourly rates:

       Michael J. Lasinski         $545
       Consultants                 $150-$425
       Support Staff                $75-$150

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

Michael J. Lasinski, chief executive officer and managing director
of 284 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.

The Court for the District of Delaware will hold a hearing on the
application on April 17, 2014, at 10:00 a.m.  Objections, if any,
are due April 10, 2014, at 4:00 p.m.

284 Partners can be reached at:

       Michael J. Lasinski
       284 PARTNERS, LLC
       215 E. Washington, Suite 201
       Ann Arbor, MI 48104
       Tel: +1 (734) 369-8723
       E-mail: mlasinski@284partners.com

                     About Fisker Automotive

Fisker Automotive Holdings, Inc., developer of the Karma plug-in
hybrid electric sedan, filed a petition for Chapter 11 protection
(Bankr. D. Del. Case No. 13-13087) on Nov. 22, 2013.

Fisker estimated assets of more than $100 million and listed debt
of $500 million in its bankruptcy petition.  The assets include an
assembly plant purchased for $21 million from General Motors Corp.
The plant never operated.  The cars were assembled in Finland.

Fisker received a $529 million loan from the Department of
Energy's Advanced Technology Vehicles Manufacturing Loan Program
and drew down about $192 million before the department froze the
loan after Fisker failed to hit several development targets.  The
company defaulted on its loan in April 2013.

Bankruptcy Judge Kevin Gross presides over the case.  The Debtors
have tapped James H.M. Sprayregen, P.C., Esq., Anup Sathy, P.C.,
Esq., and Ryan Preston Dahl, Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, as co-counsel; Laura Davis Jones, Esq., James
E. O'Neill, Esq., and Peter J. Keane, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, as co-counsel;
Beilinson Advisory Group as restructuring advisors; and Rust
Consulting/Omni Bankruptcy, as notice and claims agent and
administrative advisor.

On Nov. 5, 2013, the Official Committee of Unsecured Creditors
was appointed. The members are: (a) David M. Cohen; (b) Sven
Etzelsberger; (c) Kuster Automotive Door Systems GmbH; (d) Magna
E-Car USA, LLC; (e) Supercars & More SRL; and (f) TK Holdings Inc.
The Committee is represented by William R. Baldiga, Esq., and
Sunni P. Beville, Esq., at Brown Rudnick LLP; and Mark Minuti,
Esq., at Saul Ewing LLP.  Emerald Capital Advisors Corp. is the
financial advisors for the Committee.

Fisker sought bankruptcy protection to pursue a private sale of
its business to Hybrid Tech Holdings, LLC.  The Committee,
however, wants a sale public sale, and has identified Wanxiang
America Corporation as stalking horse bidder.

Hybrid was initially under contract to buy Fisker in exchange for
$75 million of the $168.5 million government loan it acquired
immediately before the Debtor's Chapter 11 filing.  Hybrid later
raised its offer by adding an additional $1 million cash and
agreeing to share proceeds from the sale of a facility in Delaware
it doesn't intend to operate.  Hybrid also offered to pay real
estate taxes on the Delaware plant.  Hybrid also will waive $90
million in deficiency claims that otherwise would dilute unsecured
creditors' recovery.

Wanxiang, as stalking horse bidder, initially offered $25.8
million in cash.  However, Wanxiang has said it has raised its
offer by $10 million and is willing to go higher.

After the hearings on Jan. 10 and 13, the Court directed a public
auction, and capped Hybrid's credit bid to $25 million.

In response, Hybrid raised its offer to $55 million.

Hybrid is represented by Tobias Keller, Esq., and Peter
Benvenutti, Esq., at Keller & Benvenutti LLP, in San Francisco,
California.

Wanxiang, which bought A123 Systems, Inc., a manufacturer of
lithium-ion batteries used in electric vehicles such as the Fisker
Karma, in a bankruptcy auction early in 2013 for $256.6 million,
is represented in Fisker's case by Sidley Austin LLP's Bojan
Guzina, Esq., and Andrew F. O'Neill, Esq.; and Young Conaway
Stargatt & Taylor, LLP's Edmon L. Morton, Esq., Robert S. Brady,
Esq., and Kenneth J. Enos, Esq.

On Feb. 19, 2014, the Bankruptcy Court approved the sale of
Fisker's assets to Wanxiang America Corporation.  The sale closed
on March 24.  The sale to Wanxiang is valued at approximately $150
million, Fisker said in a news statement.

On March 27, 2014, the Court authorized Fisker Automotive Holdings
to change its name to FAH Liquidating Corp. and its affiliate,
Fisker Automotive Inc., to FA Liquidating Corp., following the
sale.


FLINTKOTE COMPANY: Seeks 5-Month Extension of Exclusive Periods
---------------------------------------------------------------
The Flintkote Company and Flintkote Mines Limited ask the Court to
further extend their exclusive periods to file a Chapter 11 plan
to September 30, 2014, and exclusive period to solicit plan
acceptances to November 30, 2014.  Current exclusive plan filing
period is set to expire in April 2014.

The Court has granted 26 prior extensions of the exclusive
periods, the latest of which was on November 13, 2013.

In 2012, Flintkote and Mines received Court confirmation of their
reorganization plan, which has been accepted by all classes of
creditors and claimants. However, the Plan is hindered by a
confirmation appeal filed by Imperial Tobacco Canada Limited,
which is pending in the Delaware District Court. The Plan will not
go effective until after the District Court affirms the
confirmation.

The extension request is supported by the official committee of
asbestos personal injury claimants and the legal representatives
of future asbestos claimants.

                    About The Flintkote Company

Headquartered in San Francisco, California, The Flintkote Company
is engaged in the business of manufacturing, processing and
distributing building materials.  Flintkote Mines Limited is a
subsidiary of Flintkote Company and is engaged in the mining of
base-precious metals.  The Flintkote Company filed for Chapter 11
protection (Bankr. D. Del. Case No. 04-11300) on April 30, 2004.
Flintkote Mines Limited filed for Chapter 11 relief (Bankr. D.
Del. Case No. 04-12440) on Aug. 25, 2004.  Kevin T. Lantry, Esq.,
Jeffrey E. Bjork, Esq., Dennis M. Twomey, Esq., Jeremy E.
Rosenthal, Esq., and Christina M. Craige, Esq., at Sidley Austin,
LLP, in Los Angeles; James E. O'Neill, Esq., and Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington,
Del., represent the Debtors in their restructuring efforts.

Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New
York, N.Y.; Peter Van N. Lockwood, Esq., Ronald E. Reinsel, Esq.,
at Caplin & Drysdale, Chartered, in Washington, D.C.; and Philip
E. Milch, Esq., at Campbell & Levine, LLC, in Wilmington, Del.,
represent the Asbestos Claimants Committee as counsel.

James J. McMonagle, is the legal representative for future
claimants.  The FCR has retained Dr. Timothy Wyant as claims
evaluation consultant.  The FRCR is represented by James L.
Patton, Jr., Esq., and Edwin J. Harron, Esq., at Young Conaway
Stargatt & Taylor, LLP; and Reginald W. Jackson, Esq., at Vorys,
Sater, Seymour & Pease LLP.

When Flintkote filed for protection from its creditors, it
estimated more than $100 million each in assets and debts.  When
Flintkote Mines Limited filed for protection from its creditors,
it estimated assets of $1 million to $50 million, and debts of
more than $100 million.

The Debtors' Chapter 11 cases have been re-assigned to Judge Mary
F. Walrath in line with the retirement of former Bankruptcy
Judge Judith Fitzgerald.


GENERAL MOTORS: Senator Pushes DOJ to Set Up Fund For Victims
-------------------------------------------------------------
Law360 reported that a U.S. Senator convinced that General Motors
Co. hid an ignition switch defect affecting 1.6 million recalled
vehicles from the bankruptcy court that oversaw its 2009 rebirth
said Monday that the U.S. Department of Justice should order the
creation of a victims' compensation fund as part of an ongoing
criminal investigation.

According to the report, Sen. Richard Blumenthal, D.-Conn., told
Attorney General Eric Holder in a letter that the DOJ needn't wait
for the outcome of a criminal probe surrounding the defect to
force GM to set up a compensation fund for the victims.

                     About Motors Liquidation

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

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

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

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


GENERAL MOTORS: Barra Says Failure to Fix Switch 'Very Disturbing'
------------------------------------------------------------------
Jeff Bennett and Siobhan Hughes, writing for The Wall Street
Journal, reported that lawmakers prodded General Motors Co. Chief
Executive Mary Barra for details of the auto maker's handling of a
faulty ignition-switch recall, as she deflected their requests,
citing ongoing investigations.

According to the report, Ms. Barra called a 2005 decision by a GM
engineer not to fix a faulty ignition switch designed for the 2005
Chevrolet Cobalt "very disturbing" and "unacceptable," and said GM
has hired an adviser experienced in victims' compensation
requests.

Several U.S. representatives said they would propose new
legislation to tighten regulation, increase funding for
investigations, and punish companies that conceal defects, the
report related.

The April 1 hearing before the House Energy and Commerce
investigations subcommittee put a spotlight on multiple failures
on the part of the auto maker and the regulators over the years to
detect and recall defective switches used in as many as 2.6
million small cars, the report further related.

Rep. Jerrold Nadler (D., N.Y.) said he would reintroduce
legislation that he says would "prevent companies, such as GM,
from concealing evidence of wrongdoing that puts our public health
and safety at risk," the report added.

                     About Motors Liquidation

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

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

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

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


GLOBAL AVIATION: Bid Submission Deadline Extended to April 23
-------------------------------------------------------------
Global Aviation Holdings Inc., et al., said in a notice filed with
the U.S. Bankruptcy Court for the District of Delaware that the
deadline for interested parties to file competing bids for the
purchase of all or substantially all of their assets is extended
until April 23, 2014.

In the event, and only in the event, that the Debtors timely
receive at least one qualifying bid in addition to the bankruptcy
plan sponsored by Cerberus Business Finance LLC, as agent for
first-lien lenders, an auction will take place on April 18.
Cerberus has offered to sponsor a bankruptcy plan if it wins the
auction and buy the Debtors' assets through the forgiveness of
debt.  Competing offers must be at least $35 million.

Global Aviation has announced that it would shut its World Airways
Inc. unit, whose primary customer was the U.S. military, after the
first-lien lender declared the debtor-in-possession loan in
default.  Global Aviation said it will continue to operate its
other unit, North American Airlines Inc.  In papers filed in
bankruptcy court, Global Aviation stated that AECOM National
Security Programs, Inc., requested that North American continue to
provide flight services and, in consideration for AECOM's payment
for those services, North American has requested Cerberus for a
limited forbearance under the default notice and for consent to
use cash collateral to continue operating flights under the
contract with AECOM.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
related that Global Aviation said it ?plans? for North American to
emerge from bankruptcy reorganization in the ?near future.?

                   About Global Aviation Holdings

Global Aviation Holdings Inc. -- http://www.glah.com-- the parent
company of North American Airlines and World Airways, sought
Chapter 11 bankruptcy protection on Nov. 12, 2013.  North American
Airlines, founded in 1989, operates passenger charter flights
using B767-300ER aircraft.  Founded in 1948, World Airways --
http://www.woa.com-- operates cargo and passenger charter flights
using B747-400 and MD-11 aircraft.

The parent of World Airways Inc. and North American Airlines Inc.
implemented a prior Chapter 11 reorganization in February 2013.
The new case is In re Global Aviation Holdings Inc., 13-12945,
U.S. Bankruptcy Court, District of Delaware (Wilmington). The
prior case was In re Global Aviation Holdings Inc., 12-bk-40783,
U.S. Bankruptcy Court, Eastern District New York (Brooklyn).

Peachtree City, Georgia-based Global blamed the new bankruptcy on
decreased flying for the government that reduced revenue for the
first nine months of this year to $354 million from $486 million
in the same period of 2012.

The 2013 petition shows assets and debt both exceeding $500
million. In the first bankruptcy, Global listed $589.8 million in
assets and debt of $493.2 million.

In the 2013 case, the Debtors are represented by Kourtney Lyda,
Esq., at Haynes and Boone, LLP, in Houston, Texas; and Christopher
A. Ward, Esq., at Polsinelli PC, in Wilmington, Delaware.

The first lien agent is represented by Michael L. Tuchin, Esq., at
Klee, Tuchin, Bogdanoff & Stern LLP, in Los Angeles, California.

Wells Fargo Bank, National Association, agent to the second
lienholders and third lienholders, is represented by Mildred
Quinones-Holmes, Esq., at Thompson Hines LLP, in New York.


GLOBAL GEOPHYSICAL: S&P Lowers CCR to 'D' on Chapter 11 Filing
--------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Global Geophysical Services Inc. to 'D' from
'CCC-'.  S&P also lowered its issue-level rating on its senior
unsecured notes to 'D' from 'CCC-'.  The recovery rating on the
notes is '3', reflecting S&P's expectation for meaningful recovery
(50% to 70%) under a payment default.

The rating actions follow Global Geophysical's announcement that
it has filed for Chapter 11 bankruptcy protection due to its heavy
debt burden, and it will seek court approval for $60 million in
debtor-in-possession financing.  Its foreign subsidiaries are not
included in the bankruptcy filing.  The company had about $338
million in debt outstanding on Sept. 30, 2013.

"We will reassess our recovery ratings on Global Geophysical's
senior unsecured notes following court approval of the company's
proposed debtor-in-possession financing," said Standard & Poor's
credit analyst Susan Ding.


GREAT ATLANTIC: S&P Revises Outlook & Affirms 'CCC' CCR
-------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Montvale, N.J.-based The Great Atlantic & Pacific Tea Co. (A&P) to
developing from negative.  At the same time, S&P affirmed all
ratings, including the 'CCC' corporate credit rating.

"The outlook revision is a result of the company's higher
operating margins," said Standard & Poor's credit analyst Charles
Pinson-Rose.  "Moreover, the company has executed various assets
sales that enhanced its liquidity."

The 'CCC' corporate credit rating reflects S&P's view that the
company's overall profits may still be vulnerable to continued
sales declines over the next year, which could strain the
company's liquidity.  S&P also view the company's financial risk
profile as "highly leveraged" and business risk profile as
"vulnerable."

The outlook is developing, which means a positive or negative
rating action is possible in the next 12 months.


GREAT PLAINS: S&P Lowers LT Rating to 'BB' on Operating Losses
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating to
'BB' from 'BB+' on the Oklahoma Development Finance Authority's
series 2007 fixed-rate revenue bonds, issued for Great Plains
Regional Medical Center (GPRMC).  The outlook is negative.

"The downgrade and negative outlook reflect GPRMC's continued
operating stress, with four consecutive years of operating
losses," said Standard & Poor's credit analyst Stephen Infranco.
"Furthermore, the deficit operations have accelerated through the
seven month period ended January, 2014, generating weak coverage
of maximum annual debt service at 1.2x."

The operating losses are primarily due to volume softness, as
physician recruitment and retention remains a challenge, and
limited ability to reduce expenses and gain efficiencies through
economies of scale given the hospital's small size and revenue
base.  The hospital has a very small patient revenue base and
therefore more vulnerable to volume declines and physician
turnover.  The rating also reflects instability in the management
team which has seen considerable turnover in the past few years.
While the new management team has identified strategies to address
the operational issues, future rating actions will hinge on
GPRMC's ability to stabilize its volumes and generate at or near
breakeven operating results by the next one to two fiscal years.

"The negative outlook reflects our view of the uncertainty around
whether GPRMC can successfully address its operating challenges
over the next one to two years, especially given the trend of
declining business volume and physician turnover," added
Mr. Infranco.

While the new management team has identified strategies for
improvement, and will focus on physician recruitment and
retention, S&P could lower the rating further if operations and
cash flow remain challenged, with continued erosion in the
business base.  S&P could lower the rating if there is further
deterioration in the financial profile with MADS coverage trending
at or below 1x or if cash levels drop to less than 150 days.  S&P
could revise the outlook to stable if the initiatives put forth by
the new management team take hold and leads to improved physician
retention, growth in volume and ultimately improved operating
performance that is trending toward breakeven or slight
profitability; while maintaining its good unrestricted reserves.

GPRMC is a 54 -staffed-bed acute care provider in Elk City in
Beckham County, Okla. Gross revenue of the hospital secures the
bonds.


GULFPORT ENERGY: S&P Puts 'CCC+' Rating on CreditWatch Positive
---------------------------------------------------------------
Standard & Poor's Rating Services said it placed its 'CCC+' issue-
level rating on Houston-based Gulfport Energy Corp.'s senior
unsecured debt on CreditWatch with positive implications.  S&P
also affirmed its 'B-' corporate credit rating on Gulfport.  The
outlook is positive

The positive CreditWatch placement reflects S&P's expectation of a
higher valuation for Gulfport's reserves at S&P's distressed price
deck, based on the meaningful increase in production levels.  S&P
will resolve the CreditWatch following the lenders'
redetermination of the company's borrowing base, which is a key
component of S&P's recovery analysis.

"The positive CreditWatch placement indicates that we could raise
the issue-level rating following the redetermination of the
company's borrowing base in April 2014," said Standard & Poor's
credit analyst Stephen Scovotti.


HAMPTON ROADS: Posts $4.1 Million 2013 Net Income
-------------------------------------------------
Hampton Roads Bankshares, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
net income attributable to the Company of $4.07 million on $76.90
million of total interest income for the year ended Dec. 31, 2013,
as compared with a net loss attributable to the Company of $25.09
million on $82.30 million of total interest income in 2012.
Hampton Roads reported a net loss attributable to the Company of
$97.54 million in 2011.

As of Dec. 31, 2013, the Company had $1.95 billion in total
assets, $1.76 billion in total liabilities and $183.84 million in
total shareholders' equity.

                          Written Agreement

The Company and Bank of Hampton Roads entered into a Written
Agreement with the Federal Reserve Bank of Richmond and the Bureau
of Financial Institutions effective June 9, 2010.  Under the terms
of the Written Agreement, BOHR agreed to certain actions and
restrictions on its operations and could not declare or pay
dividends to its shareholders without prior regulatory approval.
The Written Agreement was terminated on Feb. 20, 2014, and the
Company and BOHR are no longer subject to its terms and
conditions.  The FRB and Bureau of Financial Institutions retain
supervisory oversight following termination and have the ability
to institute informal measures that could impose restrictions on
the business activities of the company and its subsidiaries.
Shore was not a party to the Written Agreement.

A copy of the Form 10-K is available for free at:

                        http://is.gd/ifGw2S

                   About Hampton Roads Bankshares

Hampton Roads Bankshares, Inc. (NASDAQ: HMPR) --
http://www.hamptonroadsbanksharesinc.com/-- is a bank holding
company that was formed in 2001 and is headquartered in Norfolk,
Virginia.  The Company's primary subsidiaries are Bank of Hampton
Roads, which opened for business in 1987, and Shore Bank, which
opened in 1961.  Currently, Bank of Hampton Roads operates twenty-
eight banking offices in the Hampton Roads region of southeastern
Virginia and twenty-four offices in Virginia and North Carolina
doing business as Gateway Bank & Trust Co.  Shore Bank serves the
Eastern Shore of Maryland and Virginia through eight banking
offices and 15 ATMs.


HERCULES, CA: Must Extend Tender to Avoid Bond Default
------------------------------------------------------
On March 5, the City of Hercules launched a tender for its
electric system revenue bonds in order to allow for a purchase of
the system by PG&E.  As of Friday, March 28, which was the initial
period of the tender, the City had not met the minimum tender
amount which would be sufficient to pay off the bonds.  As stated
by the Phil Bachelor, the City's Interim City Manager, "the city's
financial stability depends on retirement of these bonds, and we
are running out of time".  As detailed in the tender memo, the
bonds are expected to default if the tender fails.

The extension period runs to April 4, 2014 and information on the
Tender Offer is available from:

BONDHOLDER COMMUNICATIONS GROUP, LLC

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

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

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

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

Contact: Nickie Mastay, Finance Director
         Phone: (510) 799-8222
         E-mail: nmastay@ci.hercules.ca.us


HORIZON LINES: Peter Troob Holds 8.5% of Class A Shares
-------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission on March 14, 2014, Peter J. Troob and his affiliates
disclosed that they beneficially owned 3,290,299 shares of
Class A common stock of Horizon Lines, Inc., representing 8.5
percent of the shares outstanding.  A copy of the regulatory
filing is available for free at http://is.gd/pHwA4u

                        About Horizon Lines

Charlotte, N.C.-based Horizon Lines, Inc. (NYSE: HRZ) is the
nation's leading domestic ocean shipping and integrated logistics
company.  The Company owns or leases a fleet of 20 U.S.-flag
containerships and operates five port terminals linking the
continental United States with Alaska, Hawaii, Guam, Micronesia
and Puerto Rico.  The Company provides express trans-Pacific
service between the U.S. West Coast and the ports of Ningbo and
Shanghai in China, manages a domestic and overseas service partner
network and provides integrated, reliable and cost competitive
logistics solutions.

The Company's balance sheet at Sept. 22, 2013, showed $642.85
million in total assets, $675.01 million in total liabilities and
a $32.16 million total stockholders' deficiency.

                           *     *     *

In June 2012, Moody's Investors Service affirmed Horizon Lines,
Inc.'s Corporate Family Rating (CFR) and Probability of Default
Rating ("PDR") at Caa2 and removed the LD ("Limited Default")
designation from the rating in recognition of the conversion to
equity of the $228 million of Series A and Series B Convertible
Senior Secured notes due in October 2017 ("Notes").

Moody's said the affirmation of the Corporate Family and
Probability of Default ratings considers that total debt has been
reduced by the conversion of the Notes, but also recognizes the
significant operating challenges that the company continues to
face.


HOT DOG ON A STICK: Yoachums & Witczaks Permit Limited Cash Use
---------------------------------------------------------------
HDOS Enterprises wants to use the cash collateral of these
creditors, upon which it has prepetition loans under these
promissory notes:

   Creditor                      Loan Amount
   --------                      -----------
   Larry & Rosa Yoachum            $500,000
                                   $250,000
   Christopher & Linda Witczak     $500,000

The creditors have filed papers in Court telling the bankruptcy
judge to allow HDOS to use their cash collateral but only upon
similar conditions as the stipulation reached between HDOS and
Torrey Pines Bank, including monthly debt service interest
payments at 7% per annum.

In the absence of adequate protection, the creditors object to
HDOS's use of their cash collateral.

Christopher V. Hawkins, Esq., at Sullivan, Hill, Lewin, Rez &
Engel, in San Diego, California, notes that HDOS has not yet met
its burden of proof to show that the creditors' interest are
adequately protected. Mr. Hawkins adds that there is apparent
depletion of the creditors' security interest in cash, prepetition
inventory, prepetition accounts receivable and that
HDOS continues to use depreciating equipment, all without adequate
protection payments and adequate replacement collateral in
postpetition assets.

Mr. Hawkins may be reached at:

     Christopher V. Hawkins, Esq.
     SULLIVAN, HILL, LEWIN, REZ & ENGEL
     550 West C Street, 15th Floor
     San Diego, CA 92101
     Tel: 619-233-410

                     About Hot Dog On A Stick

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

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

The Debtor's counsel is represented by Jerome Bennett Friedman,
Esq., Stephen F. Biegenzahn, Esq., and Michael D. Sobkowiak, Esq.,
at Friedman Law Group, P.C., in Los Angeles, California.  Rust
Consulting Omni Bankruptcy, a division of Rust Consulting, serves
as claims, noticing and balloting agent.  The Law Offices of Brian
H. Cole serves as special counsel.  The petition was signed by Dan
Smith, president and CEO.

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


HOT DOG ON A STICK: May Dispose Of Oregon Store Property
--------------------------------------------------------
The Bankruptcy Court approved a stipulation among:

   (1) HDOS Enterprises,

   (2) Torrey Pines Bank,

   (3) creditors Christopher J. Witczak, Linda A. Witczak,
       Larry R. Yoachum, and Rosa Yoachum, and

   (4) CAPREF Lloyd Center LLC.

The bank and the creditors assert a security interest in and lien
on all of HDOS's personal property, including a store in Oregon
known as Lloyd Center, which HDOS has leased from CAPREF. In
February 2014, HDOS advised CAPREF that it was vacating the store
and was abandoning any remaining fixtures, furniture and
equipment.

The purpose of the stipulation is to clarify matters with respect
to disposing of some remaining property in the lease.

In the stipulation, the parties agree, among other things, that:

   (a) the bank and creditors do no assert a security interest
       in or lien on the lease; and

   (b) any furniture, fixtures or equipment remaining in the
       store is deemed abandoned to CAPREF free and clear of all
       liens and claims.

                     About Hot Dog On A Stick

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

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

The Debtor's counsel is represented by Jerome Bennett Friedman,
Esq., Stephen F. Biegenzahn, Esq., and Michael D. Sobkowiak, Esq.,
at Friedman Law Group, P.C., in Los Angeles, California.  Rust
Consulting Omni Bankruptcy, a division of Rust Consulting, serves
as claims, noticing and balloting agent.  The Law Offices of Brian
H. Cole serves as special counsel.  The petition was signed by Dan
Smith, president and CEO.

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


HOT DOG ON A STICK: Can Use Torrey Pines Cash Through May 31
------------------------------------------------------------
HDOS Enterprises entered into a stipulation with Torrey Pines
Bank, wherein they agreed that:

   (a) From April 1 to May 31, 2014, HDOS can use the cash
       collateral held by the bank to operate its business and
       pay business expenses.

   (b) HDOS will continue to maintain its general, payroll and
       tax accounts at the bank. HDOS will deposit all cash
       collateral into the general bank account.

   (c) Interim use of cash collateral is limited to the approved
       and budgeted amounts that are necessary operating
       expenses, with some variance allowed.

   (d) Commencing April 14, 2014, and biweekly after that, HDOS
       will provide the bank a cash activity and position
       report.

   (e) The bank is provided adequate protection, including
       regular debt service with interest at the non-default
       rate of 7 percent.

The Court previously approved a similar stipulation between HDOS
and Torrey Pines Bank for interim use of cash collateral up to
March 31, 2014.

As of filing Chapter 11, the bank's secured claim in HDOS is over
$1.2 million in principal and interest.

                     About Hot Dog On A Stick

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

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

The Debtor's counsel is represented by Jerome Bennett Friedman,
Esq., Stephen F. Biegenzahn, Esq., and Michael D. Sobkowiak, Esq.,
at Friedman Law Group, P.C., in Los Angeles, California.  Rust
Consulting Omni Bankruptcy, a division of Rust Consulting, serves
as claims, noticing and balloting agent.  The Law Offices of Brian
H. Cole serves as special counsel.  The petition was signed by Dan
Smith, president and CEO.

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


HULDRA SILVER: Enters Into Due Diligence Agreement Ximen
--------------------------------------------------------
Ximen Mining Corp. on March 31 disclosed that it has entered into
a due diligence agreement with Huldra Silver Inc. for the purposes
of determining the feasibility, terms and conditions of a proposal
for the acquisition of Huldra Silver. The transaction is subject
to approval from the court and the creditors in the CCAA
proceeding and the TSX Venture Exchange.

Ximen intends to commence legal, financial and commercial due
diligence shortly.

Ximen Mining Corp. is a publicly listed company trading on the TSX
Venture under the symbol "XIM", and is also listed on the
Frankfurt, Munich and Berlin Stock Exchanges in Germany under the
symbol "1XM" and a German Securities Number of "A1W2EG".

                           About Huldra

Headquartered in Vancouver, Canada, Huldra Silver Inc. --
http://www.huldrasilver.com/-- is a junior exploration company
engaged in the business of acquiring, exploring and developing
mineral and natural resource properties.


IDERA PHARMACEUTICALS: Appoints Two Directors to Board
------------------------------------------------------
Baker Brothers Investments' Julian C. Baker and Kelvin M. Neu,
M.D., joined Idera Pharmaceuticals, Inc., Board of Directors,
effective March 10, 2014.  Founded in 2000, Baker Brothers
Investments manages long-term investment funds focused on publicly
traded life sciences companies, for major university endowments
and foundations.

Mr. Baker was elected as a Class II director for a term expiring
at the Company's 2015 Annual Meeting of Stockholders.  Dr. Neu was
elected as a Class I director for a term expiring at the Company's
2014 Annual Meeting of Stockholders.

"I would like to welcome Julian and Kelvin to the Board.  Idera
will benefit immensely from their deep insights on successful
clinical development and experience working with many companies to
bring novel therapies to market," said Jim Geraghty, chairman of
Idera's Board of Directors.  "With this and other recent additions
to our Board, we are stronger than ever before, with the right
balance of expertise needed to support the Company's mission of
bringing important therapies for unmet medical needs and orphan
indications to patients as rapidly as possible."

Julian C. Baker is a managing partner of Baker Brothers
Investments.  Mr. Baker is currently a director of Genomic Health,
Inc., and Incyte Corporation, Inc.  Kelvin M. Neu, M.D., is a
managing director of Baker Brothers Investments.  A physician, Dr.
Neu also serves as a director of XOMA Corporation and Presidio
Pharmaceuticals, Inc.

In accordance with the Company's director compensation program,
each of Mr. Baker and Dr. Neu will receive an annual cash retainer
of $35,000 for service on the Board, which is payable quarterly in
arrears.  In addition, the Company's director compensation program
includes a stock-for-fees policy, under which each of Mr. Baker
and Dr. Neu has the right to elect, on a quarterly basis, to
receive Common Stock of the Company in lieu of the cash fees.

Additional information about the appointments is available for
free at http://is.gd/SKzsRb

                     About Idera Pharmaceuticals

Cambridge, Massachusetts-based Idera Pharmaceuticals, Inc., is a
clinical stage biotechnology company engaged in the discovery and
development of novel synthetic DNA- and RNA-based drug candidates
that are designed to modulate immune responses mediated through
Toll-like Receptors, or TLRs.  The Company has two drug
candidates, IMO-3100, a TLR7 and TLR9 antagonist, and IMO-8400, a
TLR7, TLR8, and TLR9 antagonist, in clinical development for the
treatment of autoimmune and inflammatory diseases.

In the auditors' report on the consolidated financial statements
for the year ended Dec. 31, 2012, Ernst & Young LLP, in Boston,
Mass., expressed substantial doubt about Idera's ability to
continue as a going concern, citing recurring losses and negative
cash flows from operations and the necessity to raise additional
capital or alternative means of financial support, or both, prior
to Dec. 31, 2013, in order to continue to fund its operations.

The Company reported a net loss of $19.2 million on $51,000 of
revenue in 2012, compared with a net loss of $23.8 million on
$53,000 of revenue in 2011.  Revenue in 2012 and 2011 consisted of
reimbursement by licensees of costs associated with patent
maintenance.

The Company's balance sheet at Sept. 30, 2013, showed $39.57
million in total assets, $2.46 million in total liabilities, and
stockholders' equity of $37.11 million.


HYDROCARB ENERGY: Delays Form 10-Q for Jan. 31 Quarter
------------------------------------------------------
Hydrocarb Energy Corp. filed with the U.S. Securities and Exchange
Commission a Notification of Late Filing on Form 12b-25 with
respect to its quarterly report on Form 10-Q for the period ended
Jan. 31, 2014.

"Management was unable to obtain certain of the business
information necessary to complete the preparation of the Company's
Form 10Q for the quarter ended January 1, 2014, and the review of
the report by the Company's auditors in time for filing.  Such
information is required in order to prepare a complete filing.  As
a result of this delay, the Company is unable to file its
quarterly report on Form 10Q within the prescribed time period
without unreasonable effort or expense," the Company said in the
regulatory filing.

The Company expects to file the Form 10-Q within the extension
period.

                        About Hydrocarb Energy

Hydrocarb Energy, formerly known as Duma Energy Corp, is a
publicly-traded Domestic and International energy exploration and
production company targeting major under-explored oil and gas
projects in emerging, highly prospective regions of the world.
With exploration concessions in Africa, production in Galveston
Bay and Oil Field Services in the United Arab Emirates, the
Company maintain offices in Houston, Texas, Abu Dhabi, UAE and
Windhoek, Namibia.

Duma Energy incurred a net loss of $40.47 million for the year
ended July 31, 2013, a net loss of $4.57 million for the year
ended July 31, 2012, and a net loss of  $10.28 million for the
year ended July 31, 2011.  As of July 31, 2013, the Company had
$26.27 million in total assets, $16.91 million in total
liabilities and $9.36 million in total stockholders' equity.


INTERLEUKIN GENETICS: James Weaver Quits as Director
----------------------------------------------------
James Weaver, Chairman of the Board of Directors of Interleukin
Genetics, Inc., announced that he was resigning as a director
effective March 11, 2014.

Pursuant to the terms of the Common Stock Purchase Agreement,
dated May 17, 2013, by and among the Company and certain
investors, Mr. Weaver served as a director designated by Pyxis
Innovations, Inc.  Under the terms of the Agreement, Pyxis has the
right to appoint a successor to replace Mr. Weaver as its designee
to the Board.

                          About Interleukin

Waltham, Mass.-based Interleukin Genetics, Inc., is a personalized
health company that develops unique genetic tests to provide
information to better manage health and specific health risks.

Interleukin Genetics disclosed a net loss of $5.12 million in
2012, as compared with a net loss of $5.02 million in 2011.

The Company's balance sheet at Sept. 30, 2013, showed $10.12
million in total assets, $3.09 million in total liabilities and
$7.03 million in total stockholders' equity.

Grant Thornton 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 incurred a net loss of $5,120,084 during the year
ended December 31, 2012, and as of that date, the Company's total
liabilities exceeded its total assets by $13,623,800.  These
conditions, among other factors, raise substantial doubt about the
Company's ability to continue as a going concern.

                        Bankruptcy Warning

"We have retained a financial advisor and are actively seeking
additional funding, however, based on current economic conditions,
additional financing may not be available, or, if available, it
may not be available on favorable terms.  In addition, the terms
of any financing may adversely affect the holdings or the rights
of our existing shareholders.  For example, if we raise additional
funds by issuing equity securities, further dilution to our then-
existing shareholders will result.  Debt financing, if available,
may involve restrictive covenants that could limit our flexibility
in conducting future business activities.  We also could be
required to seek funds through arrangements with collaborators or
others that may require us to relinquish rights to some of our
technologies, tests or products in development.  Our common stock
was delisted from the NYSE Amex in 2010 and is currently trading
on the OTCQBTM.  As a result, our access to capital through the
public markets may be more limited.  If we cannot obtain
additional funding on acceptable terms, we may have to discontinue
operations and seek protection under U.S. bankruptcy laws,"
the Company said in its quarterly report for the ended March 31,
2013.


INTERPUBLIC GROUP: S&P Rates $350MM Sr. Unsecured Notes 'BB+'
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned New York-based ad
agency holding company Interpublic Group of Cos. Inc.'s proposed
issuance of $350 million senior unsecured notes due 2024 a 'BB+'
issue-level rating, with a recovery rating of '3', indicating
S&P's expectation for meaningful (50% to 70%) recovery for
noteholders in the event of a payment default.  S&P expects the
company to use proceeds to refinance the company's $350 million
senior unsecured notes due 2014 and for general corporate
purposes.

"Our 'BB+' corporate credit rating on IPG incorporates the
company's position as the fourth largest (prior to the pending
merger of Omnicom Group Inc. and Publicis Groupe S.A.) ad agency
holding company by revenue, with a broad business mix across
advertising and marketing services disciplines and geographies.
The advertising industry is somewhat cyclical, and subject to
clients switching to competitors or scaling back spending on short
notice.  IPG's business risk profile is "satisfactory," based on
the company's broad business mix of traditional advertising and
marketing services and the increased client relationship
opportunities that the holding company structure provides compared
with stand-alone agencies.  We also incorporate the risks of
client and competitive pressures on compensation, and we have
cautious expectations regarding the scope for EBITDA margin
expansion.   We view IPG's financial risk profile as "significant"
because of our expectation that funds from operations to total
debt should remain in the 30% area, and because of lower
discretionary cash flow generation compared with peers,
notwithstanding its strong liquidity," S&P said.

RATINGS LIST

Interpublic Group of Cos. Inc.
Corporate Credit Rating             BB+/Stable/--

New Rating

Interpublic Group of Cos. Inc.
Senior Unsecured
  $350M notes due 2024               BB+
   Recovery Rating                   3


JACKSONVILLE BANCORP: Endeavour Stake at 9.9% as of Feb. 14
-----------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Endeavour Capital Advisors Inc. and its
affiliates disclosed that as of Feb. 14, 2014, they beneficially
owned 315,392 shares of common stock of Jacksonville Bancorp,
Inc., representing 9.9 percent of the shares outstanding.
Endeavour previously reported beneficial ownership of 355,192
shares at Dec. 31, 2013.  A copy of the regulatory filing is
available for free at http://is.gd/M3wehl

                     About Jacksonville Bancorp

Jacksonville Bancorp, Inc., a bank holding company, is the parent
of The Jacksonville Bank, a Florida state-chartered bank focusing
on the Northeast Florida market with eight full-service branches
in Jacksonville, Duval County, Florida, as well as the Company's
virtual branch.  The Jacksonville Bank opened for business on
May 28, 1999, and provides a variety of community banking services
to businesses and individuals in Jacksonville, Florida.

Jacksonville Bancorp disclosed a net loss of $43.04 million in
2012, a net loss of $24.05 million in 2011 and a $11.44 million
net loss in 2010.  As of Sept. 30, 2013, the Company had $514.54
million in total assets, $481.82 million in total liabilities and
$32.72 million in total shareholders' equity.

"Both Bancorp and the Bank must meet regulatory capital
requirements and maintain sufficient capital and liquidity and our
regulators may modify and adjust such requirements in the future.
The Bank's Board of Directors has agreed to a Memorandum of
Understanding (the "2012 MoU") with the FDIC and the OFR for the
Bank to maintain a total risk-based capital ratio of 12.00% and a
Tier 1 leverage ratio of 8.00%.  As of December 31, 2012, the Bank
was well capitalized for regulatory purposes and met the capital
requirements of the 2012 MoU.  If noncompliance or other events
cause the Bank to become subject to formal enforcement action, the
FDIC could determine that the Bank is no longer "adequately
capitalized" for regulatory purposes.  Failure to remain
adequately capitalized for regulatory purposes could affect
customer confidence, our ability to grow, our costs of funds and
FDIC insurance costs, our ability to make distributions on our
trust preferred securities, and our business, results of
operation, liquidity and financial condition, generally,"
according to the Company's annual report for the year ended
Dec. 31, 2012.


JACKSONVILLE BANCORP: Reports $32.4 Million 2013 Net Loss
---------------------------------------------------------
Jacksonville Bancorp, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
a net loss available to common shareholders of $32.42 million on
$22.93 million of total interest income for the year ended
Dec. 31, 2013, as compared with a net loss available to common
shareholders of $43.04 million on $26.25 million of total interest
income for the year ended Dec. 31, 2012.  The Company reported a
net loss available to common shareholders of $24.05 million in
2011.

As of Dec. 31, 2013, the Company had $507.28 million in total
assets, $473.35 million in total liabilities and $33.93 million in
total shareholders' equity.

"The Company and its subsidiaries are subject to extensive
regulation and supervision by federal, state and local
governmental authorities, including the Federal Reserve, the FDIC,
and the OFR.  Banking regulations govern the activities in which
we may engage and are primarily intended to protect depositors and
the banking system as a whole, not the interests of shareholders.
These regulations impact our lending and investment practices,
capital structure and dividend policy, among other things.  The
financial services industry is subject to frequent legislative and
regulatory changes and proposed changes, including sweeping
changes resulting from the Dodd-Frank Act, the full-impact of
which cannot be predicted.  Changes to such regulations may have a
materially adverse effect on our operations by subjecting the
Company to additional compliance costs, restrictions on our
operations, and other enforcement actions in the event of
noncompliance," the Company said in the Annual Report.

A copy of the Form 10-K is available for free at:

                        http://is.gd/ZhAbLA

Additional information is available for free at:

                        http://is.gd/SjaJWU

                    About Jacksonville Bancorp

Jacksonville Bancorp, Inc., a bank holding company, is the parent
of The Jacksonville Bank, a Florida state-chartered bank focusing
on the Northeast Florida market with eight full-service branches
in Jacksonville, Duval County, Florida, as well as the Company's
virtual branch.  The Jacksonville Bank opened for business on
May 28, 1999, and provides a variety of community banking services
to businesses and individuals in Jacksonville, Florida.


JAMES RIVER: Delays Form 10-K for 2013 Over Strategic Review
------------------------------------------------------------
James River Coal Company filed with the U.S. Securities and
Exchange Commission a Notification of Late Filing on Form 12b-25
with respect to its annual report on Form 10-K for the year ended
Dec. 31, 2013.

The Company's Annual Report on Form 10-K for its fiscal year ended
Dec. 31, 2013, will be delayed due to:

    (i) the strategic review process announced on Feb. 7, 2014;
        and

   (ii) the Company's financial statements and other disclosures
        to be included in its 10-K are not complete because of the
        time requirements of the strategic review process and the
        significant accounting and reporting issues related to
        both the strategic review process and the previously
        announced adjustments to the Company's mining operations,
        including the closure and idling of mines.

Additionally, given the Company's current liquidity needs and the
uncertainty surrounding the outcome of the Company's strategic
review process, the Company's auditors have communicated to the
Company that if they were to deliver an audit opinion based on the
current circumstances, their audit opinion would contain a going
concern qualification.

As a result, the Company is uncertain when the 10-K will be filed
and therefore will not host an investor call to discuss its fourth
quarter and full year 2013 results.

Based on preliminary information currently available, the Company
anticipates that its results of operations for the year ended
Dec. 31, 2013, will be significantly different from the results of
operations for the year ended Dec. 31, 2012.

                    Fails to Pay Notes Interest

In 2011 the Company issued $230 million of its 3.125 percent
Convertible Senior Notes due 2018, of which $13.3 million in
aggregate principal amount remained outstanding as of Sept. 30,
2013.  The next interest payment on the 2018 Notes is due
March 17, 2014.  The Company does not intend to make this interest
payment on the due date.

Pursuant to the Indenture governing the 2018 Notes, the Company is
entitled to a thirty-day grace period in which to make the
interest payment before an "Event of Default" is deemed to have
occurred under the Indenture.

                          About James River

Headquartered in Richmond, Virginia, James River Coal Company
(NasdaqGM: JRCC) -- http://www.jamesrivercoal.com/-- mines,
processes and sells bituminous steam and industrial-grade coal
primarily to electric utility companies and industrial customers.
The company's mining operations are managed through six operating
subsidiaries located throughout eastern Kentucky and in southern
Indiana.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $14.99 million.  James River reported a net loss of
$138.90 million in 2012, as compared with a net loss of $39.08
million in 2011.  The Company's balance sheet at Sept. 30, 2013,
showed $1.06 billion in total assets, $818.69 million in total
liabilities and $247.34 million in total shareholders' equity.

                           *     *     *

In the May 24, 2013, edition of the TCR, Moody's Investors Service
downgraded James River Coal Company's Corporate Family Rating to
Caa2 from Caa1.

"While the company continues to take actions to reposition
operations and shore up its balance sheet, we expect external
factors will preclude James River from maintaining credit measures
and liquidity consistent with the Caa1 rating level," said Ben
Nelson, Moody's lead analyst for James River Coal Company.

As reported by the TCR on Nov. 19, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Richmond, Va.-based
James River Coal Co. to 'CCC' from 'SD' (selective default).

"We raised our rating on James River Coal because we understand
that the company has stopped repurchasing its debt at deep
discounts, for the time being," said credit analyst Megan
Johnston.


KATE SPADE: S&P Affirms 'B' CCR & Rates $400MM Sr. Sec. Loan 'B'
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on New York-based Kate Spade & Co.  The outlook is
stable.

In addition, S&P is assigning its 'B' secured debt issue-level
rating to the company's proposed $400 million senior secured term
loan due 2021.  S&P is also assigning its '3' secured debt
recovery rating to '3', indicating its expectation for meaningful
(50% to 70%) recovery for noteholders in the event of a payment
default.  The recovery rating reflects S&P's expectation for the
size of the asset-based lending (ABL) revolving credit facility to
be reduced to $200 million from $350 million in conjunction with
the company's plans to amend the facility.  S&P expects the
company to use the proceeds from the term loan to repay its 10.5%
senior secured notes due 2019.

"Our corporate credit rating affirmation reflects our view that
solid performance and growth characteristics of the company's
remaining Kate Spade brand will support relatively stable
operating performance, given the company's smaller scale following
recent divestitures," said Standard & Poor's credit analyst Linda
Phelps.  "We expect 2014 will continue to be a transitional year
for the company as it invests heavily in growth of the Kate Spade
brand, completes store closures for the remaining Juicy Couture
stores, and downsizes its corporate overhead."

Standard & Poor's believes the company's financial risk profile
will continue to be "highly leveraged" as credit measures will
only improve modestly for 2014.  S&P's ratings on Kate Spade also
reflect its view that the business risk profile continues to be
"weak," reflecting the company's narrow product and geographic
focus in the highly competitive and fragmented apparel industry.


KIRCH MEDIA: Law Firms Raided Over Work on Deutsche Bank Case
-------------------------------------------------------------
Law360 reported that German prosecutors have searched the offices
of law firms Hengeler Mueller as well as Gleiss Lutz in connection
with their representation of Deutsche Bank AG in its legal row
with the heirs of media baron Leo Kirch, who claim the bank helped
bring down Kirch's empire.

The report related that prosecutors searched both the Munich and
Frankfurt offices of the firms, according to prosecutors, as the
government's probe into whether any top brass at Deutsche Bank
gave any false testimony in the suit over the bank's role in the
collapse of the German empire.

Headquartered in Ismaning, Germany, KirchMedia GmbH --
http://www.kirchmedia.de/-- was the country's second largest
media company prior to its insolvency filing in June 2002.  The
firm's collapse, caused by a US$5.7 billion debt incurred during
an expansion drive, was Germany's biggest since World War II.
Taurus Holding is the former holding company for the Kirch
group.  The case is docketed under Case No. 14 HK O 1877/07 at
the Regional Court of Munich.


LEE ENTERPRISES: Completes Refinancing of $800-Mil. Debt
--------------------------------------------------------
Lee Enterprises, Incorporated on March 31 disclosed that it has
completed the refinancing of $800 million of debt, extending
maturities to 2019 and 2022.

"This long-term financing significantly extends the average
maturity of Lee's debt to more than seven years and provides a
substantial runway for continued aggressive deleveraging," said
Mary Junck, Lee chairman and chief executive officer.  "It enables
us to keep our full focus on our many initiatives to drive
audiences, revenue and cash flow.  The favorable terms are a
result of Lee's strong track record of stable cash flow and
significant debt reduction, along with our powerful print and
digital products and huge audiences in attractive markets."

Carl Schmidt, Lee vice president, chief financial officer and
treasurer, said the blended cash interest rate of the new credit
facilities, inclusive of the Pulitzer Notes, and excluding
amortization of transaction costs, is 9.25%, almost identical to
the current blended rate of 9.20%.  He said the pro forma cash
interest cost will initially rise approximately $3.4 million
annually due primarily to additional funds borrowed to pay fees
and expenses related to the financing.

"The refinancing significantly reduces exposure to the possibility
of rising interest rates in the future, broadens our base of debt
investors and has minimal maintenance covenants," he said.

He added: "In 2013 we repaid $98.5 million of debt and reached the
debt levels projected in our plan of reorganization for September
2015 -- two years early. Through March, the first six months of
our 2014 fiscal year, we have repaid another $34.5 million.  The
new financing structure will allow Lee to continue to delever
rapidly, with term loans pre-payable at par from cash flow."

Financings completed today include:

-- $250 million First Lien Term Loan -- The term loan has
original issue discount of 2.0%, will bear interest at LIBOR plus
6.25%, with a 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, based on excess cash flow or proceeds from asset
sales.  The loan will mature in March 2019.  Due to strong market
demand, the loan was increased from $200 million to $250 million,
which allowed the higher-cost second lien term loan to be reduced.
Concurrently with the issuance of the term loan, Lee also entered
into a new $40 million first lien revolving facility that remains
undrawn and will mature in December 2018.

-- $400 million Senior Secured Notes -- The first lien notes will
pay interest semiannually on March 15 and September 15 of each
year, beginning September 15, 2014, at an annual rate of 9.5%.
The notes will mature on March 15, 2022.  The notes have customary
call protection and were sold pursuant to Rule 144A and Regulation
S under the Securities Act of 1933.

-- $150 million Second Lien Term Loan -- Lee previously announced
a commitment by a group of lenders to finance up to $200 million
of 12.0% second lien debt, with interest payable quarterly
beginning in June 2014 and maturing in December 2022.  The size of
that facility has been 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 received at
closing on March 31 its pro rata share of warrants to purchase, in
cash, an initial aggregate of 6,000,000 shares of Lee Common
Stock, $0.01 par value, subject to adjustment, which will
represent, when fully exercised, approximately 10.1% of shares
currently outstanding on a fully diluted basis.  The exercise
price of the warrants is $4.19 per share.  Subject to certain
conditions in the first and second lien term loan agreements, the
balance of the second lien term loan can, or will be, reduced at
par from cash flows or proceeds from asset sales of Lee's Pulitzer
subsidiary after the Pulitzer Notes debt has been satisfied.

The new facilities enabled Lee to repay its existing first and
second lien credit facilities, which consisted of a first lien
with a remaining balance of $593 million and a second lien note of
$175 million, as well as fees and expenses related to the
refinancing.  Lee's long-term debt also includes a remaining
balance of $45 million of Pulitzer Notes issued to a subsidiary of
Berkshire Hathaway, which bear interest at 9.0% and mature in
April 2017.

The obligations will be secured, subject to certain priorities and
limitations in the various agreements, by perfected security
interests in substantially all the assets of the Company and
guaranteed by Lee's material subsidiaries.

A portion of the unamortized present value adjustments related to
the existing financing, which totaled $11.7 million at December
29, 2013, will be charged to expense in the June 2014 quarter, as
will a $1.75 million call premium paid on March 31 upon
refinancing of the existing second lien credit facility.  In
addition, certain of the fees related to the new financing will be
charged to expense in the June quarter, with the remainder
capitalized and amortized over the lives of the respective debt
facilities.

JPMorgan Securities LLC and Deutsche Bank Securities Inc. acted as
joint lead arrangers and joint book-running managers for the
financing.

                      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.


LEVEL 3: Subsidiary Guarantees 2021 Notes
-----------------------------------------
Level 3 Financing, Inc., a wholly owned subsidiary of Level 3
Communications, Inc., entered into a Supplemental Indenture, dated
as of March 14, 2014, to the Indenture, dated as of Nov. 14, 2013,
among Parent, as guarantor, Level 3 Financing, as issuer, and The
Bank of New York Mellon Trust Company, N.A., as trustee, relating
to Level 3 Financing's 6.125 percent Senior Notes due 2021.  The
2021 Guarantee Supplemental Indenture was entered into among Level
3 Financing, Parent, Level 3 Communications, LLC, a wholly owned
subsidiary of Parent, and the Trustee.  Pursuant to the 2021
Guarantee Supplemental Indenture, Level 3 LLC has provided an
unconditional, unsecured guaranty of the 2021 Notes.

On March 14, 2014, Level 3 Financing entered into an additional
Supplemental Indenture, dated as of March 14, 2014, to the 2021
Indenture.  The 2021 Subordination Supplemental Indenture was
entered into among Level 3 Financing, Parent, Level 3 LLC and the
Trustee.  Pursuant to the 2021 Subordination Supplemental
Indenture, the unconditional, unsecured guaranty of Level 3 LLC of
the 2021 Notes is subordinated in any bankruptcy, liquidation or
winding up proceeding of Level 3 LLC to all obligations of Level 3
LLC under the Level 3 Financing Amended and Restated Credit
Agreement, dated as of March 13, 2007.

On March 14, 2014, Level 3 Financing entered into a Supplemental
Indenture, dated as of March 14, 2014, to the Indenture, dated as
of Nov. 26, 2013, among Parent, as guarantor, Level 3 Financing,
as issuer, and the Trustee, as trustee, relating to Level 3
Financing's Floating Rate Senior Notes due 2018.  The 2018
Guarantee Supplemental Indenture was entered into among Level 3
Financing, Parent, Level 3 LLC and the Trustee.  Pursuant to the
2018 Guarantee Supplemental Indenture, Level 3 LLC has provided an
unconditional, unsecured guaranty of the 2018 Notes.

On March 14, 2014, Level 3 Financing entered into an additional
Supplemental Indenture, dated as of March 14, 2014, to the 2018
Indenture.  The 2018 Subordination Supplemental Indenture was
entered into among Level 3 Financing, Parent, Level 3 LLC and the
Trustee.  Pursuant to the 2018 Subordination Supplemental
Indenture, the unconditional, unsecured guaranty of Level 3 LLC of
the 2018 Notes is subordinated in any bankruptcy, liquidation or
winding up proceeding of Level 3 LLC to all obligations of Level 3
LLC under the Credit Agreement.

                   About Level 3 Communications

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

Level 3 incurred a net loss of $109 million on $6.31 billion of
revenue for the year ended Dec. 31, 2013, as compared with a net
loss of $422 million on $6.37 billion of revenue in 2012.  The
Company incurred a net loss of $756 million in 2011.

The Company's balance sheet at Dec. 31, 2013, showed $12.87
billion in total assets, $11.46 billion in total liabilities and
$1.41 billion in total stockholders' equity.

                           *     *     *

In October 2013, Fitch Ratings affirmed the 'B' Issuer Default
Ratings (IDRs) assigned to Level 3.

As reported by the TCR on June 5, 2013, Standard & Poor's Ratings
Services raised its corporate credit rating on Broomfield, Colo.-
based global telecommunications provider Level 3 Communications
Inc. to 'B' from 'B-'.  "The upgrade reflects improved debt
leverage, initially from the acquisition of the lower-leveraged
Global Crossing in October 2011, and subsequently from realization
of the bulk of what the company expects to eventually be $300
million of annual operating synergies," said Standard & Poor's
credit analyst Richard Siderman.


LIBBEY INC: S&P Raises CCR to 'BB-' on Expected Debt Prepayment
---------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Toledo, Ohio-based Libbey Inc. to 'BB-' from
'B+'.  The outlook is stable.

At the same time, S&P assigned a 'BB' issue-level rating to
Libbey's proposed $440 million senior secured term loan due 2021.
The recovery rating for the term loan is '2', reflecting S&P's
expectations for substantial (70% to 90%) recovery in the event of
payment default.  The company is also seeking an amendment to its
existing $100 million asset-based lending facility due 2017 (ABL,
unrated), which includes extending the maturity by two years, in
addition to incremental structural flexibility.

The proceeds from the term loan, in addition to about $10 million
of cash and about an $11 million draw on the ABL, will be used to
refinance the remaining $405 million of the 6.875% senior secured
notes outstanding due 2020, and pay transaction fees and expenses.
The debt will be issued at Libbey Glass Inc., a wholly owned
subsidiary.

S&P also raised the rating on Libbey's existing 6.875% senior
secured notes due 2020 to 'BB' from 'BB-'.  The recovery rating
remains '2'.  S&P will withdraw the ratings on these notes
following the full repayment of the facilities upon the close of
the transaction.  Pro forma for the refinancing, approximately
$575 million of adjusted debt will be outstanding.  The ratings
are subject to review upon final documentation.

"The upgrade reflects Libbey's consistent operating performance
and pro forma credit measures, which we expect to improve over the
near term while the company maintains adequate liquidity," said
Standard & Poor's credit analyst Stephanie Harter.

For the 12 months ended Dec. 31, 2013, S&P estimates the ratio of
adjusted total debt to EBITDA declined to 3.5x, and funds from
operations (FFO) to total debt has improved to about 19%, compared
to 3.8x and 12%, respectively, in the prior period.  Pro forma for
the refinancing, S&P estimates leverage of about 3.8x.  S&P
expects the company to improve its credit metrics through a
combination of additional debt reductions and sustained EBITDA
margin over the next 12 months.  Based on S&P's forecast, it
estimates that by the end of fiscal 2014, adjusted leverage will
be about 3.5x and FFO to total debt will be about 22%.

The ratings on Libbey reflect S&P's view that the company's
financial risk profile is "aggressive" and that the business risk
profile is "fair".  S&P has revised its business risk profile to
"fair" from "weak" following a reassessment of the company's
operating efficiency and utilization from its ongoing cost savings
plans.  Key credit factors also considered in S&P's fair business
risk assessment include Libbey's narrow business focus, capital-
intensive operations, and exposure to volatile input costs,
despite significant presence in the U.S. food service glassware
sector.

The outlook is stable, reflecting the company's improving
operating trends and S&P's expectation that Libbey will further
improve credit measures and maintain adequate liquidity.

S&P could consider lowering the rating if the company's operating
performance deteriorates significantly, or its financial policies
become more aggressive such that debt were to increase to well
over 4x.  S&P estimates this could occur if gross margin were to
decline by 250 basis points coupled with a low- to mid-single-
digit revenue growth decline (assuming constant pro forma debt
levels).  S&P believes this scenario could possibly occur if there
was lower demand in the food service sector and consumer spending,
coupled with higher raw material costs.

S&P could consider an upgrade if Libbey improves and sustains
operating performance resulting in improved credit measures,
including sustaining leverage below 3x and FFO to total adjusted
debt above 30%, while maintaining adequate liquidity.  S&P
estimates this scenario could occur if fiscal 2014 gross margin
were to improve by about 100 basis points, in addition to mid to
high-single-digit sales growth.


LIGHTSQUARED INC: Says Dish Chair Withheld Key Docs in Debt Row
---------------------------------------------------------------
Law360 reported that LightSquared Inc. urged a bankruptcy judge to
find in its favor in a dispute surrounding Dish Network Corp.
chairman Charlie Ergen's purchase of $1 billion of the private
equity-backed company's debt, as punishment for Ergen's counsel
allegedly withholding key documents during a trial last month.

According to the report, the dispute stems from a lawsuit that the
bankrupt telecommunications company, controlled by Philip
Falcone's Harbinger Capital Partners LLC, launched last year
accusing Ergen of secretly, and in violation of a credit
agreement.

The Troubled Company Reporter previously reported that U.S.
Bankruptcy Judge Shelley Chapman has signed off on a protective
order, which authorizes the implementation of procedures to
protect "highly sensitive proprietary information regarding
certain technical matters" that will be provided by Ergen's
company in connection with the confirmation of Lightsquared's
plan.  The protective order follows Judge Chapman's order
directing Ergen's company to turn over documents with the letters
"LEs," for Lightsquared, and several versions of the word
"terminate" from April 2013 until now.

                      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: Closing Arguments Set for May 5 and 6
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that whether LightSquared Inc. has a reorganization plan
worthy of court approval will be the topic of closing arguments to
be made on May 5 and 6 in U.S. Bankruptcy Court in New York.

The trial continues on the question of whether the bankruptcy
judge can approve the Chapter 11 plan by signing a confirmation
order, the report related.  The confirmation trial began two days
after a separate seven-day trial concluded on March 17 on the
question of whether secured claims held by companies affiliate
with Charles Ergen should be paid only after all other creditors.

                      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: Credit Suisse, JPMorgan 'Confident' About Loan
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Credit Suisse Securities (USA) LLC and J.P. Morgan
Securities LLC are both "highly confident" of being able to
arrange a $1 billion term loan helping LightSquared Inc. emerge
from Chapter 11 reorganization.

According to the report, letters from both investment banks were
filed with the U.S. Bankruptcy Court in New York where
LightSquared, the developer of a satellite-based wireless
communications system, is trying to persuade the judge to approve
a reorganization plan.

The contemplated loan would bear interest at 8 percentage points
above the above the London interbank offered rate, the report
related.  The proposed loan would mature in three or four years
and pay interest through issuance of more debt. The loan would be
sold to investors for about 97 percent of face value, Credit
Suisse said in its letter.

J.P. Morgan said it's highly confident the loan would be "well
received" in the credit markets, the report further related.

                      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.


MARTIFER SOLAR: Fox Rothschild Approved as Bankruptcy Counsel
-------------------------------------------------------------
The Bankruptcy Court, according to Martifer Solar USA, Inc., and
Martifer Aurora Solar, LLC's case docket, authorized the Debtors
to employ Fox Rothschild LLP as counsel.

As reported in the Troubled Company Reporter on March 6, 2014, the
Debtors require Fox Rothschild to:

   (a) advise the Debtors of their rights and obligations and
       performance of their duties during administration of these
       Chapter 11 Cases;

   (b) attend meetings and negotiate with other parties in
       interest on the Debtors' behalf in these Chapter 11 Cases;

   (c) take all necessary action to protect and preserve the
       Debtors' Estates including: the prosecution of actions,
       the defense of any actions taken against the Debtors,
       negotiations concerning all litigation in which the Debtors
       are involved, and objecting to claims filed against the
       estates which are believed to be inaccurate;

   (d) negotiate and prepare a plan of reorganization, disclosure
       statement and all papers and pleadings related thereto and
       in support thereof and attending court hearings related
       thereto;

   (e) represent the Debtors in all proceedings before the Court
       or other courts of jurisdiction in connection with these
       Chapter 11 Cases; including, preparing and reviewing all
       motions, answers and orders necessary to protect the
       Debtors' interests;

   (f) assist the Debtors in developing legal positions and
       strategies with respect to all facets of these proceedings;

   (g) prepare on the Debtors' behalf necessary applications,
       motions, answers, orders and other documents; and

   (h) perform all other legal services for the Debtors in
       connection with the Chapter 11 Cases and other general
       corporate and litigation matters, as may be necessary.

Fox Rothschild will be paid at these hourly rates:

       Brett A. Axelrod, Partner            $675
       Dawn Cica, Partner                   $550
       Neal Cohen, Partner                  $520
       Emily J. Yukich, Partner             $510
       Matthew J. Rita, Partner             $500
       Nancy Yaffe, Partner                 $475
       Micaela Rustia Moore, Partner        $460
       Charles D. Axelrod, Counsel          $845
       Audrey Noll, Counsel                 $500
       John H. Gutke, Associate             $330
       Namal Tantula, Associate             $315
       Rachel Silverstein, Associate        $295
       Tara Popova, Associate               $280
       Jacqueline Lechtholz-Zey, Associate  $270
       Patricia M. Chlum, Paralegal         $285
       Wyn Saunders, Paralegal              $275
       Debra K. Eurich, Paralegal           $225
       Partners                           $210-$800
       Counsel                            $210-$845
       Associates                         $210-$650
       Legal Assistants/Paralegals        $110-$335

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

On Jan. 2, 2014, the U.S. Parent, on behalf of the Debtors,
provided Fox Rothschild with an advance payment of $350,000 to
establish a retainer to pay for legal services rendered or to be
rendered in connection with the Restructuring Services.
Additionally, Fox Rothschild was provided with the filing fees of
$1,213 each to file these Chapter 11 Cases.  $157,442.29 of the
retainer was applied to Restructuring Services.  Fox Rothschild is
currently holding $192,557.71 as prepetition retainer for these
Chapter 11 Cases.

Brett A. Axelrod, partner of Fox Rothschild, 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.

Cathay Bank filed an objection dated Feb. 24.  It said the
engagement must be denied to the extent the motion seeks to employ
non-Fox attorney.

On March 3, the Debtors responded to Cathay Banks' objection,
stating that the opposition undermined the very purpose that it
claims to foster.  Cathay utilized the contract attorney
relationship between Fox Rothschild and Nathan A. Schultz, Esq.,
as a pretense for seeking to exclude Mr. Schultz from further
participation in the Chapter 11 cases. The Debtor explained that,
among other things:

   1. the Fox application properly seeks authorization for the
      employment of Mr. Schultz in his capacity as a contract
      attorney for Fox Rothschild; and

   2. Mr. Schultz's continued service as a contract attorney
      for Fox Rothschild will be beneficial to Debtors' estates.

                      About Martifer Solar

Martifer Solar USA, Inc., and Martifer Aurora Solar LLC filed
separate Chapter 11 bankruptcy petitions (Bankr. D. Nev. Case Nos.
14-10357 and 14-10355) in Las Vegas on Jan. 21, 2014.  Martifer
Solar USA, which is based in Los Angeles, California, estimated
$10 million to $50 million in assets and liabilities.

Bankruptcy Judge August B. Landis oversees the case.  The Debtors
tapped Brett A. Axelrod, Esq., and Micaela Rustia Moore, Esq., at
Fox Rothschild LLP, in Las Vegas, as counsel, and Armory
Consulting Co. as restructuring and financial advisor.  The
Debtors tapped Foley Hoag LLP as special Massachusetts litigation
counsel with respect to a pending litigation relating to EPG
Solar, LLC; and Foley & Lardner LLP as special solar counsel.

Cathay Bank, a prepetition lender, is represented by Michael
Gerard Fletcher, Esq., and Reed S. Waddell, Esq., at Frandzel
Robins Bloom & Csato, L.C.; and Natalie M. Cox, Esq., and Randolph
L. Howard, Esq., at Kolesar & Leatham.

Martifer Solar Inc., the proposed DIP Lender, and ultimate parent
of the Debtors, is represented by Samuel A. Schwartz, Esq., and
Bryan A. Lindsey, Esq., at The Schwartz Law Firm Inc.

Tracy Hope Davis, the U.S. Trustee for Region 17, appointed
five creditors to serve on the Official Committee of Unsecured
Creditors for the Chapter 11 bankruptcy case of Martifer Solar
USA Inc.


MARTIFER SOLAR: Peter Kravitz Appointed as Independent Director
---------------------------------------------------------------
Martifer Solar USA, Inc. and Martifer Aurora Solar, LLC, notified
the Bankruptcy Court of the appointment of Peter Kravitz of
Solution Trust as independent director of Martifer Solar USA, Inc.

Martifer Solar USA, Inc., and Martifer Aurora Solar LLC filed
separate Chapter 11 bankruptcy petitions (Bankr. D. Nev. Case Nos.
14-10357 and 14-10355) in Las Vegas on Jan. 21, 2014.  Martifer
Solar USA, which is based in Los Angeles, California, estimated
$10 million to $50 million in assets and liabilities.

Bankruptcy Judge August B. Landis oversees the case.  The Debtors
tapped Brett A. Axelrod, Esq., and Micaela Rustia Moore, Esq., at
Fox Rothschild LLP, in Las Vegas, as counsel, and Armory
Consulting Co. as restructuring and financial advisor.  The
Debtors tapped Foley Hoag LLP as special Massachusetts litigation
counsel with respect to a pending litigation relating to EPG
Solar, LLC; and Foley & Lardner LLP as special solar counsel.

Cathay Bank, a prepetition lender, is represented by Michael
Gerard Fletcher, Esq., and Reed S. Waddell, Esq., at Frandzel
Robins Bloom & Csato, L.C.; and Natalie M. Cox, Esq., and Randolph
L. Howard, Esq., at Kolesar & Leatham.

Martifer Solar Inc., the proposed DIP Lender, and ultimate parent
of the Debtors, is represented by Samuel A. Schwartz, Esq., and
Bryan A. Lindsey, Esq., at The Schwartz Law Firm Inc.

Tracy Hope Davis, the U.S. Trustee for Region 17, appointed
five creditors to serve on the Official Committee of Unsecured
Creditors for the Chapter 11 bankruptcy case of Martifer Solar
USA Inc.


MARTIFER SOLAR: Wolf Rifkin Okayed as Calif. Litigation Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada authorized
Martifer Solar USA, Inc. to employ Wolf, Rifkin, Shapiro, Schulman
& Rabkin LLP as special California litigation counsel nunc pro
tunc to the Petition Date.

As reported in the Troubled Company Reporter on March 11, 2014,
Wolf Rifkin will continue representing the Debtor in certain
pending litigation matters in California.  As of the Petition
Date, Wolf Rifkin was handling six pending matters for the Debtor.

Wolf Rifkin will be paid at these hourly rates:

       John Samberg, partner (CA, LV, RN
         Office) lead Martifer USA counsel in
         all Wolf Rifkin offices                  $450
       Elsa Horowitz, partner (CA Office)         $425
       Simon Aron, of-counsel (CA Office)         $450
       Chris Mixon, associate (RN Office)         $350
       Royi Moas, associate (LV office)           $375
       Josh Shapiro, associate (CA office)        $395
       John Narcise, paralegal (CA office)        $200
       Noemy Valdez, paralegal (LV office)        $175
       Partners                                $395-$450
       Associates                              $350-$395
       Paralegals                              $175-$200

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

Given that Wolf Rifkin represented the Debtor prepetition, Wolf
Rifkin received payments in the ordinary course of its
representation.  Within 90 days of the Petition Date, Wolf Rifkin
received these payments from a third party on behalf of the
Debtor:

   (a) Payment of $70,006.64 received from Martifer Solar, Inc. on
       Dec. 31, 2013 and applied to the outstanding Martifer USA
       balance; and

   (b) Payment of $30,000 received from Martifer Solar, Inc. on
       Jan. 21, 2014 and applied to the outstanding Martifer USA
       balance.

Wolf Rifkin has a claim against the Debtors for unpaid fees and
expenses incurred prior to the Petition Date in the amount of
$57,827.61.

Wolf Rifkin is not currently holding a retainer paid by the Debtor
more than 90 days before the Petition Date.

Wolf Rifkin is currently holding in its client trust account a
payment of $13,810.37 it received from Martifer USA pre-petition
on Jan. 17, 2013

Stephen J. Burke, Esq., partner of Wolf Rifkin, assured the Court
that the firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code and does not represent
any interest adverse to the Debtors and their estates.

                      About Martifer Solar

Martifer Solar USA, Inc., and Martifer Aurora Solar LLC filed
separate Chapter 11 bankruptcy petitions (Bankr. D. Nev. Case Nos.
14-10357 and 14-10355) in Las Vegas on Jan. 21, 2014.  Martifer
Solar USA, which is based in Los Angeles, California, estimated
$10 million to $50 million in assets and liabilities.

Bankruptcy Judge August B. Landis oversees the case.  The Debtors
tapped Brett A. Axelrod, Esq., and Micaela Rustia Moore, Esq., at
Fox Rothschild LLP, in Las Vegas, as counsel, and Armory
Consulting Co. as restructuring and financial advisor.  The
Debtors tapped Foley Hoag LLP as special Massachusetts litigation
counsel with respect to a pending litigation relating to EPG
Solar, LLC; and Foley & Lardner LLP as special solar counsel.

Cathay Bank, a prepetition lender, is represented by Michael
Gerard Fletcher, Esq., and Reed S. Waddell, Esq., at Frandzel
Robins Bloom & Csato, L.C.; and Natalie M. Cox, Esq., and Randolph
L. Howard, Esq., at Kolesar & Leatham.

Martifer Solar Inc., the proposed DIP Lender, and ultimate parent
of the Debtors, is represented by Samuel A. Schwartz, Esq., and
Bryan A. Lindsey, Esq., at The Schwartz Law Firm Inc.

Tracy Hope Davis, the U.S. Trustee for Region 17, appointed
five creditors to serve on the Official Committee of Unsecured
Creditors.  The Committee is represented by Bradford J. Sandler,
Esq., at Pachulski Stang Ziehl & Jones LLP; and Zachariah Larson,
Esq., at Larzon & Zirzow LLC.


MARTIFER SOLAR: Cathay Bank Sues Over Loan Obligations
------------------------------------------------------
Michael Gerard Fletcher, Esq., at Frandzel Robins Bloom & Csato,
L.C., and Natalie M. Cox, Esq., at Kolesar & Leatham, on behalf of
Cathay Bank, filed a complaint dated March 7 with the Bankruptcy
Court seeking a declaration of the rights and duties of the
parties with respect to the controversy against Martifer Aurora
Solar, LLC, et al.

According to Cathay Bank, it made an asset-based business loan on
Nov. 15, 2012, to the Debtor and parent Martifer USA, in the
principal sum of $12,000,000.  The loan is evidenced by, among
other things, a Promissory Note made by the borrowers in favor of
the Bank in the sum of $12,000,000.

In early August 2013, the Bank discovered that the borrowers were
in default of their loan obligations by virtue of being over
advanced pursuant to the terms and conditions of the Nov. 15, 2012
BLA.

                      About Martifer Solar

Martifer Solar USA, Inc., and Martifer Aurora Solar LLC filed
separate Chapter 11 bankruptcy petitions (Bankr. D. Nev. Case Nos.
14-10357 and 14-10355) in Las Vegas on Jan. 21, 2014.  Martifer
Solar USA, which is based in Los Angeles, California, estimated
$10 million to $50 million in assets and liabilities.

Bankruptcy Judge August B. Landis oversees the case.  The Debtors
tapped Brett A. Axelrod, Esq., and Micaela Rustia Moore, Esq., at
Fox Rothschild LLP, in Las Vegas, as counsel, and Armory
Consulting Co. as restructuring and financial advisor.  The
Debtors tapped Foley Hoag LLP as special Massachusetts litigation
counsel with respect to a pending litigation relating to EPG
Solar, LLC; and Foley & Lardner LLP as special solar counsel.

Cathay Bank, a prepetition lender, is represented by Michael
Gerard Fletcher, Esq., and Reed S. Waddell, Esq., at Frandzel
Robins Bloom & Csato, L.C.; and Natalie M. Cox, Esq., and Randolph
L. Howard, Esq., at Kolesar & Leatham.

Martifer Solar Inc., the proposed DIP Lender, and ultimate parent
of the Debtors, is represented by Samuel A. Schwartz, Esq., and
Bryan A. Lindsey, Esq., at The Schwartz Law Firm Inc.

Tracy Hope Davis, the U.S. Trustee for Region 17, appointed
five creditors to serve on the Official Committee of Unsecured
Creditors for the Chapter 11 bankruptcy case of Martifer Solar
USA Inc.


MASHANTUCKET PEQUOT: S&P Assigns 'CCC+' ICR; Outlook Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services said it has assigned its 'CCC+'
issuer credit rating to Mashantucket, Conn.-based gaming operator
Mashantucket (Western) Pequot Tribe with a negative outlook,
compared with the stable outlook assigned under S&P's preliminary
analysis.  At the same time, S&P assigned a 'CCC+' issue-level
rating to the Tribe's credit facilities, consisting of a $267.7
million term loan A due 2018, $275 million term loan B due 2020,
$20 million term loan C due 2016, and $5 million revolving credit
facility due 2016.  The issuance was part of the Tribe's
comprehensive debt refinancing transactions in 2013.

"Our 'CCC+' issuer credit rating on the Tribe reflects the
issuer's dependence on favorable business and economic conditions
to meet fixed charges," said Standard & Poor's credit analyst
Carissa Schreck, and S&P's view of the issuer's business risk
profile as "vulnerable" and its financial risk profile as "highly
leveraged," according to S&P's criteria.

S&P's assessment of the business risk profile as "vulnerable"
reflects the Tribe's reliance on a single property for cash flow
and the competitive dynamics in the region.  The business risk
assessment also takes into account S&P's expectation of a
substantial increase in competition in Massachusetts starting in
2016, with full-scale casino gaming operations beginning in 2017,
which S&P believes will result in a meaningful decline in the
Tribe's customer base and cash flow generation.

The Tribe's primary source of cash flow is its Foxwoods Resort
Casino in Mashantucket, Conn.  In the first quarter of fiscal
2014, ended December 2013, EBITDA declined in the low-20% area,
well below S&P's expectations, mainly because of poor weather
conditions and continued economic weakness and competitive
challenges.  In 2013, Foxwoods' competitor, Twin River,
implemented 80 table games at the property, which contributed to
the decline in Foxwoods' operating performance.

The "highly leveraged" financial risk profile reflects S&P's
expectation that total debt to EBITDA will be above 9x, and EBITDA
coverage of fixed charges will be below 1x in 2014.  Despite S&P's
expectation for cost-cutting at the property, it believes EBITDA
coverage of fixed charges will remain weak, about 1x, in 2015.
Under S&P's long-term forecast, it believes credit measures will
continue to deteriorate in 2016 such that EBITDA coverage of fixed
charges will fall well below 1x by 2018.  The negative outlook
reflects S&P's expectation that EBITDA coverage of fixed charges
will decline below 1x in fiscal 2014 (the fiscal year ends
Sept. 30).  Under S&P's long-term forecast, and incorporating a
significant decline stemming from the start of gaming operations
in Massachusetts in 2016, S&P believes it is unlikely that cash
flow generation will be able to support the capital structure for
the long term.  S&P also believes that under this scenario, EBITDA
coverage of fixed charges will continue to deteriorate below 1x in
2016, and that coverage will be significantly below 1x by fiscal
2018.

A downgrade could result if our current performance expectations
deteriorate as a result of continued economic and competitive
pressures.  A downgrade could also result if new competition were
to come online sooner than S&P expects, leading to an accelerated
decline in cash flow such that S&P believes the Tribe would face a
near-term liquidity crisis or a violation of covenants during the
subsequent 12 months.

An upgrade would require substantial outperformance relative to
S&P's current forecast such that it believes the Tribe is able to
cover fixed charges on a sustained basis and is able to begin
reducing leverage to offset meaningful new competition starting
2016.


MCCLATCHY CO: S&P Affirms 'B-' CCR & Revises Outlook to Stable
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed all ratings on U.S.
newspaper company The McClatchy Co., including the 'B-' corporate
credit rating, and revised the rating outlook to stable from
positive.

The outlook revision to stable reflects S&P's expectation that the
timeframe for a potential upgrade lies beyond the next 12 months,
and could also depend on the company realizing value from its
digital minority interests.  S&P expects that growth in high-
margin digital advertising revenue will not fully offset the
secular decline in print advertising revenue.  Nevertheless, S&P
expects the company will continue to reduce debt and limit
increases in lease- and pension-adjusted leverage to 6x, while
maintaining an adequate cushion of compliance against its
financial covenants.

S&P views the company's business risk profile as "vulnerable,"
based on its criteria, reflecting the long-term trend in the
newspaper industry related to migration of readership and
advertising to online.  S&P views the company's financial risk
profile as "highly leveraged" because of its high debt-to-EBITDA
ratio, and S&P's expectation for steadily declining discretionary
cash flow over the long term.  S&P assess the company's management
and governance as "fair."

McClatchy is a leading newspaper publisher, with a portfolio of 30
daily newspapers in six regions.  The company's publications
generally have limited direct competition from other newspapers,
but face a long-term decline in advertising market share to online
media.  S&P also expects circulation will continue to decline for
the foreseeable future, reflecting increasing consumer use of the
Internet and other media for news and information.  Separate from
its newspapers, McClatchy also owns important minority equity
investments in two growing online companies: 15% in CareerBuilder
LLC in the employment sector, and 25.6% of Classified Ventures LLC
in the auto sector.  The company has received increasing dividends
from its Internet equity investments since 2010.

The company generates about one-third of revenues in California
and Florida, where until recently, weak real estate market
conditions had a severe effect on operations.  The company's
newspapers contribute a small but growing base of digital ad
revenues, which accounted for 23.8% of 2013 total ad revenues
versus 21.8% in 2012.  Its newspapers' digital operations compete
in a fragmented online advertising market, and S&P believes slow
growth in digital ad revenues will be outpaced by continued high-
single-digit percent declines in print advertising revenues.

S&P's assessment of McClatchy's financial risk profile is "highly
leveraged."  This reflects S&P's expectation that the company's
debt leverage (adjusted for operating leases, underfunded pension
obligations, and dividends) will likely rise again following the
repayment of debt with the distribution from Classified Ventures,
as EBITDA gradually declines.  S&P expects the company will be
able to limit increases in total lease- and pension-adjusted debt
to EBITDA to less than 6x as it deals with the ongoing secular
decline in print advertising revenue.  Lease- and pension-adjusted
EBITDA coverage of interest expense remained flat (at 2x) in 2013,
compared with 2012, but is likely to come under pressure.  S&P
expects discretionary cash flow to decline somewhat faster than
EBITDA, in a longer-term trend that could jeopardize full
repayment of debt in the absence of additional high-multiple
Internet asset sales.

S&P believes the company will continue to devote the majority of
discretionary cash flow to reducing debt, but declining operating
performance will result in leverage rising toward 6x over the long
term.


MDC PARTNERS: S&P Retains 'B-' Unsecured Notes Rating After Add-On
------------------------------------------------------------------
Standard & Poor's Ratings Services said that its issue-level
rating on New-York based advertising holding company MDC Partners
Inc.'s unsecured notes due 2020 remains 'B-' following the
company's proposal for a $75 million add-on.  The recovery rating
on this debt remains '5', indicating S&P's expectation for modest
(10% to 30%) recovery for noteholders in the event of a payment
default.  The company plans to use proceeds for general corporate
purposes, including the funding of deferred acquisition
consideration and potential acquisitions.  S&P's corporate credit
rating remains 'B' with a stable outlook.

"Under our base-case scenario, we expect leverage (including our
adjustments for operating leases, earn-outs, and put obligations)
could remain above 5x through 2014.  As a result, over the next 12
months, we expect to continue to characterize the company's
financial risk profile as "highly leveraged," which includes
leverage above 5x, based on our criteria. Elevated financial risk,
together with our assessment of the company's business risk
profile as "fair," are key considerations in the 'B' rating," S&P
said.  S&P's management and governance assessment is "fair."

Pro forma for the note offering, lease-adjusted debt (including
deferred acquisition consideration and put obligations) to EBITDA
(before noncash stock compensation, including affiliate
distributions and adjustments for deferred acquisition
consideration, but after minority interest) was high, at roughly
6.5x as of Dec. 31, 2013.  However, debt to EBITDA is down from
roughly 8x in 2012 as a result of EBITDA growth over the last 12
months.

The stable rating outlook reflects S&P's expectation that MDC will
generate positive discretionary cash flow of roughly $75 million
to $100 million in 2014, and that leverage will begin to decrease
as EBITDA grows and talent-related spending subsides.  S&P could
raise the rating over the long term if leverage drops to below 4x
on a sustained basis, compliance with financial covenants remains
above 20%, and the company maintains adequate liquidity and
establishes a less aggressive financial policy.  S&P believes the
company could achieve these measures in 2015 or 2016, assuming
stronger economic trends and barring a continuation of aggressive
debt-financed acquisition activity.  S&P expects such a scenario
would entail continued mid- to high-single-digit percent organic
revenue growth and a steady reduction in deferred acquisition-
related liabilities.

Conversely, although less likely in S&P's view, it could lower the
rating if the company does not continue to generate sustainable
positive discretionary cash flow, or if covenant headroom falls
below 15% with an expectation of further narrowing, stemming from
operating weakness and acquisition or earn-out-related payments.

RATINGS LIST

MDC Partners Inc.
Corporate Credit Rating    B/Stable/--

Ratings Unchanged

MDC Partners Inc.
Senior Unsecured
  $725M* notes due 2020     B-
   Recovery Rating          5

*Following $75M add-on.


MEN'S WEARHOUSE: S&P Assigns 'B+' CCR & Rates $1.1-Bil. Loan 'B+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Houston-based men's specialty apparel retailer
The Men's Wearhouse Inc.  The outlook is stable.  Concurrently,
S&P assigned a 'B+' issue-level rating to the company's $1.1
billion term loan B due 2021 with a '3' recovery rating,
indicating S&P's expectation of meaningful (50%-70%) recovery in
the event of a payment default.  According to the company, it will
use proceeds from the term loan, availability under its new $150
million revolver, junior capital, and cash on hand to fund its
acquisition of Jos. A. Bank.

"The ratings on The Men's Wearhouse (TMW) incorporate our
assessment of the "fair" business risk profile and "aggressive"
financial risk profile.  The business risk profile reflects the
company's participation in the highly competitive and widely
fragmented men's specialty apparel retail segment," said credit
analyst David Kuntz.  "We believe the company enjoys good brand
recognition through its two flagship brands--The Men's Wearhouse
and Jos. A. Bank.  Although the company is sizable when compared
with other rated specialty apparel retailers, it is much smaller
than its primary competitors, which include moderate department
stores such as Macy's, Kohl's, and J.C. Penney.  S&P's assessment
of business risk also incorporates our view that the company
generally has a track record of relatively stable performance and
a healthy store fleet.  While S&P believes there is some potential
upside as the two companies are integrated, these synergies will
likely be realized starting in the second year."

The stable outlook reflects S&P's view that performance will
remain relatively flat over the next year, but that the company
will use cash flow generation to reduce funded debt.  Although S&P
forecasts some modest improvement in the company's credit
protection measures, S&P believes they will remain commensurate
with an "aggressive" financial risk profile over the next year.
While S&P notes that the company has successfully integrated other
businesses historically, Jos. A. Bank is much larger than prior
acquisitions.  S&P believes there is some moderate degree of
integration risk over the next year that could increase
performance volatility.

Upside Scenario

S&P could raise the rating if the company is able to integrate
Jos. A. Bank without substantial issues and realize synergies and
performance gains ahead of S&P's expectations.  Under this
scenario, revenue growth would be in the mid-single digits and
margins would expand by more than 150 basis points (bps).  At that
time, leverage would be in the low-4.0x area, and S&P could revise
its comparable ratings analysis to "neutral" from "negative".

Downside Scenario

S&P could lower the rating if the company experiences meaningful
issues with regards to the acquisition that result in moderate
performance erosion.  Under this scenario, revenues would be
modestly negative and EBITDA margins would decline more than 125
bps.  At that time, leverage would be in the mid-5.0x area and S&P
could reassess the company's financial risk profile as "highly
leveraged".


MEN'S WEARHOUSE: Moody's Assigns 'Ba3' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service assigned a Ba3 Corporate Family Rating
to The Men's Wearhouse, Inc.  Moody's also assigned a Ba2 rating
to the company's proposed $1.1 billion senior secured term loan B
financing and a SGL-2 Speculative Grade Liquidity rating. The
rating outlook is stable.

Men's Wearhouse will utilize the proceeds from the new term loan,
cash on hand, and $600 million of unsecured financing (which may
be provided either by an offering of unsecured notes or a drawdown
under a committed unsecured bridge loan facility) to fund the
acquisition of Jos. A. Bank Clothiers, Inc. ("Jos. A. Bank") for
$1.8 billion and to fund fees and expenses associated with the
transaction.

The following ratings were assigned:

  Corporate Family Rating at Ba3

  Probability of Default Rating at Ba3-PD

  $1.1 billion senior secured term loan B due 2021 at Ba2
  (LGD 3, 38%)

  Speculative Grade Liquidity Rating at SGL-2

Ratings Rationale

Men's Wearhouse Ba3 Corporate Family Rating reflects its
meaningful scale in the men's apparel industry following the Jos.
A. Bank acquisition, with over 1700 stores in North America and
combined revenue of $3.5 billion. While the company operates in a
relatively narrow segment of the apparel industry, primarily
selling suits and related products, Moody's believe this category
has less fashion risk than most segments of apparel retailing. The
rating also reflects the diversification benefits of operating
separate brands. While the product mix of Men's Wearhouse and Jos.
A. Bank is substantially similar, each brand focuses on a
different demographic. The rating is constrained by the high
initial debt burden on the company with LTM debt/EBITDA in the mid
five times range. While initial leverage is high, Moody's expect
the company will reduce leverage below five times within 12 to 18
months from closing of the acquisition through the realization of
cost savings, as well as reducing absolute debt levels from free
cash flow. Moody's believe the cost saving synergies that
management has estimated at $100-150 million are realistic and can
be realized over the next few years.

The Ba2 rating assigned to the $1.1 billion secured term loan B
due 2021 reflects its second lien on accounts receivable and
inventory (the $500 million asset based revolver will have a first
lien on these assets) and a first lien on substantially all other
assets. The rating also reflects the junior capital cushion
provided by the expected $600 million of senior unsecured debt
(via a bridge loan or senior unsecured note offering) in the
company's capital structure.

The SGL-2 Speculative Grade Liquidity rating reflects our
expectations the company will maintain a good liquidity profile.
The company is expected to maintain modest cash balances as cash
flow is used to fund investments in the business, restructuring
costs that arise in the initial integration of Jos. A. Bank, and
then to debt repayment. The company will have access to a $500
million asset based revolver which is expected to have limited
utilization beyond funding seasonal working capital needs. The
company's secured term loan will also have no financial
maintenance covenants.

The stable rating outlook reflects our expectations Men's
Wearhouse will be able to integrate Jos. A. Bank with limited
disruption and that it will substantially achieve its expected
run-rate synergies of $100-150 million in the next few years. The
stable rating outlook also contemplates that free cash flow will
be utilized to reduce debt over time.

Ratings could be upgraded if the company demonstrates successful
integration of the Jos. A. Bank acquisition which would be
evidenced by improved operating margins for the combined company
reflecting the achievement of a meaningful portion of its targeted
synergies. The company would also need to make progress reducing
absolute debt levels from the high levels at the close of the
transaction. Quantitatively ratings could be upgraded if
debt/EBITDA was below 4.25 times and interest coverage exceeded
2.75 times while maintaining a good overall liquidity profile.

Ratings could be downgraded if the integration of Jos. A. Bank
were to encounter meaningful execution issues. In view of the high
initial debt burden there is no room for financial policies to
become more aggressive, such as utilizing free cash flow for share
repurchases or further acquisitions. Quantitatively ratings could
be downgraded if Moody's expected debt/EBITDA to be sustained
above 5 times for an extended period.

Headquartered in Fremont, California, Men's Wearhouse operates
1,124 in North American under the Men's Wearhouse, K&G and Moores
brands. Jos. A. Bank Clothiers, Inc sells its full product line
through 629 stores in 44 states and the District of Columbia as
well as its website. Combined revenue for the companies is
approximately $3.5 billion.

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


MF GLOBAL: Corzine, Former Execs Can't Escape Trustee Suit
----------------------------------------------------------
Law360 reported that a New York federal judge on March 24 refused
to toss a lawsuit brought against ex-MF Global Holdings Ltd. CEO
Jon Corzine and two other former executives for allegedly sinking
the company through a dodgy trading strategy, saying the complaint
shows the defendants acted in bad faith.

According to the report, in September, MF Global litigation
trustee Nader Tavakoli filed a two-count amended complaint
accusing Corzine and others of masterminding a scheme to inflate
MF Global's stock price through the trading strategy that
ultimately caused the company's downfall.

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

                        About MF Global

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

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

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

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

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

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

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

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

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

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

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


MIDTOWN SCOUTS: Court Extends Plan Exclusivity Period to May 13
---------------------------------------------------------------
The Bankruptcy Court, at the request of Midtown Scouts Square
Property, LP, and Midtown Scouts Square, LLC, extended their
exclusive period to file a reorganization plan to May 13, 2014.
The exclusive plan solicitation period is also extended to
July 14, 2014.

Midtown Scouts sought the extension because of the Court's pending
ruling on the claims of Richey Family Limited Partnership, L.E.
Richey, Todd Richey, and Bank of Houston.

In August 2013, the Richeys filed a proof of claim for
$1.4 million to which Midtown Scouts objected.

Mazelle S. Krasoff, Esq., at Hoover Slovacek LLP, in Houston,
Texas, relates that the claims alleged by the Richeys are
potentially substantial and could significantly impact any plan
filed, including whether the Richeys have an equity interest in
Midtown Scouts.

In their objection to the extension, the Richeys suggested that
there is no need to wait for a ruling on their claims and that
Midtown Scouts should proceed and show progress in presenting a
plan.

The first deadline for Midtown Scouts to file a plan was September
6, 2013. The deadline has been extended four times.

                    About Midtown Scouts Square

Midtown Scouts Square Property, LP, and affiliate Midtown Scouts
Square, LLC, own two commercial properties located in Midtown
Houston, Texas.  The first property is a mixed use 36,000-square-
foot two-storey office/restaurant building originally constructed
in 1975, while the second property is a 104,000-square foot eight-
storey parking garage with ground floor retail space, both in
Bagby Street, in Houston.

The two entities sought Chapter 11 protection (Bankr. S.D. Tex.
Lead Case No. 13-32920) on May 9, 2013.  The petitions were signed
by Erich Mundinger as president of general partner.  Judge Karen
K. Brown presides over the case.  In its schedules, MSS Property
disclosed $17,408,328 in assets and $16,666,325 in liabilities.
Edward L. Rothberg, Esq. at Hoover Slovacek, LLP, serves as the
Debtor's counsel.  Hawash Meade Gaston Neese & Cicack, LLP, serves
as special litigation counsel.

The U.S. Trustee has not appointed an official committee of
unsecured creditors in the Debtors' bankruptcy cases.


MILLENNIUM LABORATORIES: S&P Assigns B+ CCR & Rates $1.8BB Debt B+
------------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+'
corporate credit rating to Millennium Laboratories Inc.  The
outlook is stable.  At the same time, S&P assigned a 'B+' issue-
level rating with a '3' recovery rating to the new $1.82 billion
first-lien credit facility, which includes an undrawn $50 million
revolving credit line.  The '3' recovery rating indicates S&P's
expectation of meaningful (50%-70%) recovery in the event of a
payment default.

"Our ratings on Millennium reflect our assessment of the company's
'weak' business risk profile and 'aggressive' financial risk
profile," said Standard & Poor's credit analyst Gail Hessol.

S&P's business risk profile assessment reflects Millennium's
relatively small size, narrow business focus, limited market
share, meaningful reimbursement exposure to government programs
and price-sensitive commercial contracts, and S&P's view that the
company operates in a highly competitive and fragmented market
space with fairly low barriers to entry.  The company's geographic
diversity across the U.S., moderate competitive advantage in a
form of quick test turnaround time, and above-average
profitability only partially offset these weaknesses.

The stable outlook reflects S&P's expectation that Millennium's
double-digit growth rate and strong cash flow generation will
result in credit measures consistent with an "aggressive"
financial risk profile at the end of 2014.

"We could lower the rating in the event that Millennium's
operating performance falls meaningfully short of our expectations
and results in 2014 debt to EBITDA significantly above 5.0x.  This
scenario could encompass a single-digit revenue decline coupled
with a 300 basis point (bp) EBITDA contraction and could
materialize if one of Millennium's large competitors such as
Laboratory Corp. or Quest Diagnostics strategically expanded into
the pain management drug testing field and won significant market
share from Millennium.  In addition, it could be induced by a
substantial reimbursement rate cut resulting in lower revenues and
compressed margins for Millennium.  Potential emergence of
alternative pain management approaches and medications with lower
propensity to cause addiction also could significantly curtail the
demand for pain management drug testing and adversely affect the
company's prospects," S&P said.

S&P could consider raising the rating if the company were able to
reduce adjusted leverage below 4x and sustain it at that level.
S&P estimates that a revenue growth rate in the mid-20% areas and
at least a 300-bp improvement in EBITDA margins could provide a
credit measures improvement required for an upgrade.  S&P would
also need to be confident that the prevailing reimbursement
environment and competitive landscape are favorable enough to
enable the company to sustain strong profitability.


MILLENNIUM LABORATORIES: Moody's Assigns 'B1' Corp. Family Rating
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 Corporate Family Rating
and a B1-PD Probability of Default Rating to Millennium
Laboratories, LLC. This is the first time Moody's has assigned
ratings to Millennium. Moody's also assigned a B1 (LGD 4, 50%)
rating to the company's proposed senior secured credit facilities.
Moody's understands that the proceeds of the proposed offering
will be used to refinance existing debt and fund a distribution to
shareholders. The rating outlook is stable.

The ratings are:

  Corporate Family Rating at B1

  Probability of Default Rating at B1-PD

  $50 million senior secured revolving credit facility expiring in
  2019 at B1 (LGD 4, 50%)

  $1,765 million senior secured term loan due in 2021 at B1
  (LGD 4, 50%)

Ratings Rationale

Millennium's B1 Corporate Family Rating reflects the high leverage
the company will initially have following the close of the
dividend/recapitalization transaction. The rating also reflects
Moody's expectation of continued rapid growth -- which will be
largely organic -- and very strong margins. Moody's anticipates
that the company's increased scale and solid free cash flow will
allow Millennium to quickly reduce leverage through a combination
of EBITDA growth and debt repayment. However, even with its rapid
growth, Millennium remains relatively small when compared to many
other corporate issuers. Additionally, the majority of
Millennium's revenue will continue to come from its core
toxicology testing service line as the revenue contribution from
new services will remain relatively modest in the near term.

The stable rating outlook reflects Moody's expectation that the
company will reduce leverage as it grows its core business and
pursues synergistic and cross selling opportunities with newer
service lines, including pharmacogenetic testing and services
provided by the newly acquired RxAnte. While Moody's anticipates
that reimbursement pressure will continue, Millennium's healthy
margins and free cash flow should allow for continued investment
in growth opportunities as well as debt repayment. Moody's outlook
also incorporates the expectation that the company will refrain
from additional debt financed distributions to shareholders.

Given Moody's expectation that leverage will decline following the
debt financed distribution, a downgrade of the rating is not
expected in the near term. However, if the company were to
experience operating difficulty in its core business or undertake
a significant debt financed acquisition or shareholder initiative,
the rating could be downgraded. More specifically, the rating
could be downgraded if debt to EBITDA is expected to be sustained
above 5.0 times.

If the company continues to gain scale and diversify its service
offerings while maintaining its strong margins and without
incurring additional debt, Moody's could upgrade the rating. For
example, the rating could be upgraded if adjusted debt to EBITDA
is expected to approach 4.0 times.

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.

Millennium, headquartered in San Diego, CA, provides health care
professionals with medication monitoring and drug detection
services, pharmacogenetic testing, and clinical tools, scientific
data and education used to personalize treatment plans to improve
clinical outcomes and patient safety.


MINERALS TECHNOLOGIES: Moody's Assigns 'Ba3' Corp. Family Rating
----------------------------------------------------------------
Moody's Investors Service assigned to Minerals Technologies, Inc.
a Ba3 Corporate Family Rating ("CFR"), Ba3 senior secured debt
ratings, and an SGL-2 Speculative Grade Liquidity Rating. The
ratings have been assigned in connection with proposed acquisition
financing. The rating outlook is stable.

"The first time ratings acknowledge the potential synergies from
the transaction, but MTI will need to start achieving these
synergies in order to meet expectations for the assigned ratings,"
said Ben Nelson, Moody's Assistant Vice President and lead analyst
for Minerals Technologies, Inc.

Issuer: Minerals Technologies, Inc.

  Corporate Family Rating, Assigned Ba3

  Probability of Default Rating, Assigned Ba3-PD

  $200 million Senior Secured Revolving Credit Facility, Assigned
  Ba3 (LGD3 48%)

  $1.56 billion Senior Secured Term Loan B, Assigned Ba3
  (LGD3 48%)

  Speculative Grade Liquidity Rating, Assigned SGL-2

  Outlook, Stable

The ratings are subject to Moody's review of final terms and
conditions of the proposed transaction. The transaction is
expected to close in the second quarter of 2014.

Ratings Rationale

MTI's Ba3 CFR reflects the size of the AMCOL acquisition relative
to the company's existing business, integration risk associated
from such a large transaction with no direct business overlap,
reliance on a few products for a majority of cash flow, and
exposure to cyclical end markets. Financial leverage is high for
the rating category, but interest coverage and cash flow metrics
are solid. In addition, management has been very clear concerning
its intention to de-lever subsequent to this acquisition. Moderate
size and scale, good customer and geographic diversification, and
good liquidity also support the rating.

MTI has agreed to acquire AMCOL for $1.8 billion, or about an 11
times multiple based on management-adjusted EBITDA. The proposed
financing includes $1.56 billion in funded debt and about $400
million of balance sheet cash to fund the purchase of AMCOL,
refinance existing debt, and pay related fees and expenses. This
results in a pro forma adjusted leverage position near 5 times
Debt/EBITDA excluding anticipated synergies, and in the mid 4
times including anticipated synergies (calculated using Moody's
standard analytical adjustments) which Moody's consider high for
the Ba3 CFR.

Moody's believes that anticipated cost synergies represent the
most significant near-term benefit of the proposed transaction
with potential longer-term benefits, such as the development of
new products, being less certain and more difficult to factor into
the ratings. Management expects to achieve at least $50 million in
synergies within the next three years, well over 15% of both
companies' combined EBITDA in 2013. The rating assumes that
management will be able to achieve a significant portion of these
synergies and generate solid cash flow in the interim. Moody's
expect retained cash flow will run in the mid teens (RCF/Debt)
through 2015 and thereafter strengthen to the 20% range following
the completion of most transaction- and integration-related
spending. The expected interest coverage and cash flow metrics are
strong for the rating category, aided by the use of low-cost bank
debt to fund the proposed transaction.

The combined business will have positions in precipitated calcium
carbonate used primarily as a filler to reduce costs in the
papermaking process; bentonite used primarily in construction,
energy, and metal casting applications; and other businesses such
as refractory products for the steel industry. End market
diversity is improved relative to MTI on a standalone basis, but
the company remains susceptible to broad-based downturns. Revenues
fell by more than 20% and with the fixed costs associated with
mining and chemical manufacturing, operating profits fell even
more significantly in 2009. The rating assumes that the company
will start to achieve cost synergies and start to repay debt in
advance of such a downturn, supporting our longer-term view that
the business is sufficiently resilient to avoid leverage moving
above 6 times or retained cash flow falling below 10% in end
market specific or broad-based downturn scenarios.

The stable outlook assumes that the company will maintain good
liquidity, make progress toward achieving acquisition-related
synergies, and reduce leverage toward 4 times by the end of 2015.
Moody's could downgrade the rating if Moody's expect retained cash
flow to fall below 15% or financial leverage to remain well above
4 times beyond 2015. Failure to achieve planned synergies on a
timely basis or deterioration in liquidity could also have
negative rating implications. Moody's could upgrade the rating
with significant absolute debt reduction, expectations for
leverage sustained below 4 times on a through-the-cycle basis, and
retained cash flow sustained above 20%.

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.

Minerals Technologies, Inc. is a publicly-traded industrial
minerals company. MTI produces mineral products such as
precipitated calcium carbonate ("PCC"), lime, limestone, and talc
used primarily in the paper industry. The company also produces
refractory products used primarily for relining basic oxygen
furnaces in integrated steel mills. MTI generated about $1.0
billion in revenues in 2013.

AMCOL International Corporation is a publicly-traded industrial
minerals company. AMCOL produces bentonite used in the foundry,
pet litter, consumer, construction, drilling fluids, and water
treatment markets. Most end markets use the bentonite products as
a liner or sealant. AMCOL generated about $1.0 billion in revenues
in 2013.


MINERALS TECHNOLOGIES: S&P Assigns Preliminary 'BB-' CCR
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'BB-'
corporate credit rating to Mineral Technologies Inc. (MTI).  The
outlook is stable.  At the same time, based on preliminary terms
and conditions, S&P assigned a preliminary senior secured debt
rating of 'BB' (one notch above the corporate credit rating) and a
preliminary recovery rating of '2' to MTI's proposed five-year
$200 million revolving credit facility and seven-year $1.56
billion term loan.

S&P expects to assign final ratings after the transaction closes.

"The ratings on MTI reflect our assessment of its 'fair' business
risk profile and 'aggressive' financial risk profile," said
Standard & Poor's credit analyst Cynthia Werneth.

MTI is acquiring AMCOL for about $1.8 billion, including assumed
debt, but before transaction fees and expenses, subject to a
successful tender offer for its shares and other customary closing
conditions.  The purchase price represents approximately 11x
EBITDA before synergies that management expects to total at least
$50 million.  The company will finance the transaction with
approximately 80% debt and 20% cash on hand.  MTI will also use
financing proceeds to refinance nearly all of its outstanding
debt.  The parties expect the transaction to close in April 2014.

MTI develops, produces and markets worldwide a range of specialty
mineral, mineral-based, and synthetic mineral products and
supporting systems and services.  MTI is the world's largest
producer of precipitated calcium carbonate (PCC), a mineral used
primarily as a filler (displacing more expensive pulp) in printing
and writing papers.  The company manufactures several customized
PCC product forms using proprietary processes.  Nearly half of its
sales of PCC to papermakers is currently from "satellite" plants
located near paper mills, providing onsite technical support and
reducing transport costs.  MTI also produces and sells PCC
products on a merchant basis for non-paper applications, as well
as ground calcium carbonate and talc to diverse end markets.
Owned and leased limestone mines provide a portion of the
company's raw material requirements. MTI also produces refractory
products used primarily in high-temperature applications in the
steel, nonferrous metal, and glass industries.  MTI makes products
and systems for application on furnace walls to prolong the life
of furnace linings, as well as other related products such as pre-
cast shapes for iron and steel ladles.  MTI also sells services
and application and measurement equipment, and calcium metal and
metallurgical wire products.

AMCOL is the world's largest producer of bentonite, which it mines
from owned and leased reserves and supplements with purchases from
third parties.  AMCOL also mines chromite (used in steel alloy
casting and other metal-producing applications) and leonardite
(used in metal casting, as a drilling fluid additive, and in
agricultural applications).  AMCOL uses bentonite and other
minerals to manufacture performance materials (used in foundry,
consumer, construction, water treatment, and pet litter
applications) and, to a lesser extent, construction products
(geosynthetic and clay liners used in landfills and construction,
waterproofing products, and drilling fluids).  In addition, AMCOL
has a fast-growing energy services business that provides services
to improve the production, cost, compliance, and environmental
impact of activities performed in the oil and gas industry.

The stable outlook reflects S&P's expectation that credit measures
will remain appropriate for the "aggressive" financial risk
profile during the next year, including FFO to debt of 15% to 20%.

Despite the challenges associated with such a large acquisition,
MTI management's track record of operating improvements during the
past several years underscores S&P's view that it will be able to
integrate AMCOL and obtain projected synergies.  This should
result in substantial discretionary cash flow.  Based on MTI's
history of modest debt leverage, and management's commitment to
lower debt following the transaction, S&P expects cash flow
leverage metrics to strengthen meaningfully during the next few
years, notwithstanding our expectation of potential small, bolt-on
acquisitions.  As a result, S&P could raise the ratings by one
notch if integration of the acquired operations goes smoothly and
MTI reduces debt to the extent that FFO to debt appears likely to
increase to and remain above 20% on a sustainable basis.

S&P could lower the ratings if, contrary to its expectations, MTI
does not reduce debt and operating performance weakens.  This
could occur if, for example, 2015 revenues remain flat with
projected 2014 pro forma levels for the combined company, and
EBITDA margins declined by more than 3 percentage points.  In that
case, S&P believes FFO to debt would be in the low-teens
percentage area and debt to EBITDA would exceed 5x.


MMODAL INC: Taps Klestadt & Winters as Conflicts Counsel
--------------------------------------------------------
MModal Inc. and its debtor affiliates seek authority from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Klestadt & Winters, LLP, as conflicts counsel, to represent the
Debtors for certain discrete matters where Dechert LLP may not be
able to act as a result of an actual or potential conflict of
interest or where the Debtors, Dechert, or other counsel to the
Debtors.

The current hourly rates charged by K&W are $425 to $650 for
partners, $195 to $375 for associates and $150 for paralegal
services.  The firm will also be reimbursed for any necessary out-
of-pocket expenses.

Tracy L. Klestadt, Esq. -- tklestadt@klestadt.com -- a managing
partner at Klestadt & Winters, LLP, in New York, assures the Court
that his firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code and does not represent
any interest adverse to the Debtors and their estates.  Mr.
Klestadt discloses that K&W received a retainer deposit from the
Debtors on March 18, 2014, in the amount of $100,000, on account
of services to be rendered and expenses incurred in connection
with the contemplated Chapter 11 filing.  The remaining
retainer balance after payment for prepetition services is
$97,530.

A hearing to consider approval of the employment application is
scheduled for April 30, 2014, at 9:45 a.m. (Eastern Time).
Objections are due April 7.

                          About M*Modal

Headquartered in Franklin, Tennessee, M*Modal provides clinical
documentation solutions for the U.S. healthcare industry.  It has
operations in six countries and employs more than 9,900 employees,
most of whom are medical transcriptionists or medical editors.

M*Modal, a medical-services company owned by J.P. Morgan Chase
Co.'s private-equity arm, filed for Chapter 11 bankruptcy
protection, following a decline in sales and mounting debt.

MModal disclosed $627 million in total assets and $876 million in
total liabilities as of Feb. 28, 2014.

Legend Parent Inc. and other M*Modal entities, including MModal
Inc., sought bankruptcy protection (Bankr. S.D.N.Y. Lead Case No.
14-10701) on March 20, 2014.

The Debtors have tapped Dechert LLP as attorneys, Alvarez & Marsal
North America, LLC, as restructuring advisor, Lazard Freres & Co
LLC as investment banker, Deloitte Tax LLP as tax advisor, and
Prime Clerk LLC as claims and noticing agent, and administrative
advisor.

A Steering Committee for Secured Lenders under the Prepetition
Credit Agreement is represented by Richard Levy, Esq., at Latham &
Watkins LLP.  An Ad Hoc Committee of certain unaffiliated holders
of (i) the Term B loan under the Prepetition Credit Agreement and
(ii) Notes issued under the Indenture is represented by Michael
Stamer, Esq., and James Savin, Esq., at Akin Gump Strauss Hauer &
Feld LLP.


MMODAL INC: Seeks to Hire Lazard as Investment Banker
-----------------------------------------------------
MModal Inc., et al., seek authority from the U.S. Bankruptcy Court
for the Southern District of New York to employ Lazard Freres &
Co. LLC to serve as investment banker to, among other things,
review and analyze the Debtors' businesses, operations and
financial projections and evaluate the Debtors' potential debt
capacity in light of their projected cash flows.

Lazard will be paid a monthly fee of $150,000 until the earlier of
(i) the completion of a transaction for which a restructuring fee
is paid, or (ii) the termination of Lazard's engagement.  Lazard
will also be paid a fee equal to $3,500,000 payable upon the
earlier of consummation of a Restructuring or Sale Transaction,
except that if a Sale Transaction occurs prior to consummation of
a Restructuring and the Sale Transaction does not involve all or
substantially all of the Debtors, the fee will be payable upon the
earliest of (i) consummation of a subsequent Sale Transaction,
which together with the prior transaction, involves all or
substantially all of the Debtors, (ii) consummation of a
Restructuring or (iii) the effective date of a plan of
reorganization.  One-half of Monthly Fees in excess of $750,000
that have actually been paid to Lazard will be credited against
any Transaction Fee; provided that the credit will only apply to
the extent that such fees are approved in entirety by the Court.

In addition to the fees payable to Lazard, the Debtors will
reimburse Lazard for all reasonable expenses incurred, including
travel and lodging, data processing and communications charges,
courier services, and reasonable fees and expenses of outside
counsel.

Prior to the Petition Date, Lazard was paid $690,000 of Monthly
Fees for prepetition services, and received $26,111 for the
reimbursement of expenses.

Brandon Aebersold, a managing director of Lazard Freres & Co. LLC,
assures the Court that his firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.  Mr. Aerbersold, however, discloses that, in addition to
our current engagement by the Debtors, Lazard has provided
services to certain of the Debtors and to certain entities
affiliated with the Debtors in the past.  Lazard advised CBay
Systems Holding Limited in 2010 in connection with the relisting
of its shares.  In addition, also in 2010, Lazard advised MedQuist
Holdings, Inc., in connection with its existing senior secured
credit facility and senior subordinated notes and in connection
with an acquisition transaction.

The Court will convene a hearing on April 30, 2014, at 9:45 a.m.
(Eastern Time), to consider approval of the employment
application.  Objections are due April 7.

                          About M*Modal

Headquartered in Franklin, Tennessee, M*Modal provides clinical
documentation solutions for the U.S. healthcare industry.  It has
operations in six countries and employs more than 9,900 employees,
most of whom are medical transcriptionists or medical editors.

M*Modal, a medical-services company owned by J.P. Morgan Chase
Co.'s private-equity arm, filed for Chapter 11 bankruptcy
protection, following a decline in sales and mounting debt.

MModal disclosed $627 million in total assets and $876 million in
total liabilities as of Feb. 28, 2014.

Legend Parent Inc. and other M*Modal entities, including MModal
Inc., sought bankruptcy protection (Bankr. S.D.N.Y. Lead Case No.
14-10701) on March 20, 2014.

The Debtors have tapped Dechert LLP as attorneys, Alvarez & Marsal
North America, LLC, as restructuring advisor, Lazard Freres & Co
LLC as investment banker, Deloitte Tax LLP as tax advisor, and
Prime Clerk LLC as claims and noticing agent, and administrative
advisor.

A Steering Committee for Secured Lenders under the Prepetition
Credit Agreement is represented by Richard Levy, Esq., at Latham &
Watkins LLP.  An Ad Hoc Committee of certain unaffiliated holders
of (i) the Term B loan under the Prepetition Credit Agreement and
(ii) Notes issued under the Indenture is represented by Michael
Stamer, Esq., and James Savin, Esq., at Akin Gump Strauss Hauer &
Feld LLP.


MMODAL INC: Seeks to Employ Prime Clerk as Administrative Advisor
-----------------------------------------------------------------
MModal Inc., et al., seek authority from the U.S. Bankruptcy Court
for the Southern District of New York to employ Prime Clerk LLC as
administrative advisor to, among other things, assist with
solicitation, balloting and tabulation of votes, and prepare any
related reports, as required in support of confirmation of a
Chapter 11 plan, and in connection with those services, process
requests for documents from parties-in-interest, including, if
applicable, brokerage firms, bank back-officers and institutional
holders.

The firm will be paid $200 per hour for solicitation analysts and
$225 per hour the direction of solicitation.  The firm will also
be reimbursed for any necessary out-of-pocket expenses.  Prior to
the Petition Date, the Debtors provided Prime Clerk a retainer in
the amount of $25,000.

Michael J. Frishberg, the co-president and chief operating officer
of Prime Clerk LLC, assures the Court that his firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code and does not represent any interest adverse
to the Debtors and their estates.

A hearing to consider approval of the Debtors' request to employ
Prime Clerk as administrative advisor is scheduled for April 30,
2014, at 9:45 a.m. (Eastern Time).  Objections are due April 7.

The Debtors have previously sought and obtained Court authority to
appoint Prime Clerk as claims and noticing agent.

                          About M*Modal

Headquartered in Franklin, Tennessee, M*Modal provides clinical
documentation solutions for the U.S. healthcare industry.  It has
operations in six countries and employs more than 9,900 employees,
most of whom are medical transcriptionists or medical editors.

M*Modal, a medical-services company owned by J.P. Morgan Chase
Co.'s private-equity arm, filed for Chapter 11 bankruptcy
protection, following a decline in sales and mounting debt.

MModal disclosed $627 million in total assets and $876 million in
total liabilities as of Feb. 28, 2014.

Legend Parent Inc. and other M*Modal entities, including MModal
Inc., sought bankruptcy protection (Bankr. S.D.N.Y. Lead Case No.
14-10701) on March 20, 2014.

The Debtors have tapped Dechert LLP as attorneys, Alvarez & Marsal
North America, LLC, as restructuring advisor, Lazard Freres & Co
LLC as investment banker, Deloitte Tax LLP as tax advisor, and
Prime Clerk LLC as claims and noticing agent, and administrative
advisor.

A Steering Committee for Secured Lenders under the Prepetition
Credit Agreement is represented by Richard Levy, Esq., at Latham &
Watkins LLP.  An Ad Hoc Committee of certain unaffiliated holders
of (i) the Term B loan under the Prepetition Credit Agreement and
(ii) Notes issued under the Indenture is represented by Michael
Stamer, Esq., and James Savin, Esq., at Akin Gump Strauss Hauer &
Feld LLP.


MONTREAL MAINE: Suits Moving from Illinois to Maine
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that 19 lawsuits in Illinois against Montreal Maine &
Atlantic Railway Ltd., whose runaway train killed 47 in Lac-
Megantic, Quebec, will be transferred to U.S. District Court in
Maine, where the railroad's bankruptcy is pending.

According to the report, U.S. District Judge Nancy Torresen from
Bangor, Maine, wrote a 27-page opinion on March 21 where she
concluded that the 19 Illinois federal-court suits are all related
to the bankruptcy and must be transferred to Maine, even though
MM&A itself is no longer a defendant in the suits.

Judge Torreson said at least one non-bankrupt defendant in all of
the 19 suits is covered by the $25 million insurance policy MM&A
purchased before the disaster, the report related.  The possible
diminution of the railroad's insurance made it related to the
bankruptcy, thus giving her the power to transfer the cases to the
same district where the bankruptcy is pending.

The decision to move the cases to Maine was made in In re Montreal
Maine & Atlantic Railway Ltd., 13-mc-00184, U.S. District Court,
District of Maine (Bangor).

                       About Montreal Maine

Montreal, Maine & Atlantic Railway Ltd., the railway company that
operated the train that derailed and exploded in July 2013,
killing 47 people and destroying part of Lac-Megantic, Quebec,
sought bankruptcy protection in U.S. Bankruptcy Court in Bangor,
Maine (Case No. 13-10670) on Aug. 7, 2013, with the aim of selling
its business.  Its Canadian counterpart, Montreal, Maine &
Atlantic Canada Co., meanwhile, filed for protection from
creditors in Superior Court of Quebec in Montreal.

Robert J. Keach, Esq., at Bernstein, Shur, Sawyer, and Nelson,
P.A., has been named as chapter 11 trustee.  His firm serves as
his chapter 11 bankruptcy counsel, led by Michael A. Fagone, Esq.,
and D. Sam Anderson, Esq.  Development Specialists, Inc., serves
as the Chapter 11 trustee's financial advisor.  Gordian Group,
LLC, serves as the Chapter 11 Trustee's investment banker.

U.S. Bankruptcy Judge Louis H. Kornreich has been assigned to the
U.S. case.  The Maine law firm of Verrill Dana served as counsel
to MM&A.  It now serves as counsel to the Chapter 11 Trustee.

Justice Martin Castonguay oversees the case in Canada.

The Canadian Transportation Agency suspended the carrier's
operating certificate after the accident, due to insufficient
liability coverage.

The town of Lac-Megantic, Quebec, has sought financial aid to
restore the gutted community and a civil complaint alleges a
failure to take steps to prevent a derailment.

In the Canadian case, Andrew Adessky at Richter Consulting has
been appointed CCAA monitor.  The CCAA Monitor is represented by
Sylvain Vauclair at Woods LLP.

MM&A Canada is represented by Patrice Benoit, Esq., at Gowling
LaFleur Henderson LLP.

The U.S. Trustee appointed a four-member official committee of
derailment victims.  The Official Committee is represented by:
Richard P. Olson, Esq., at Perkins Olson; and Luc A. Despins,
Esq., at Paul Hastings LLP.

There's also an unofficial committee of wrongful death claimants
consisting of representatives of the estates of the 46 victims.
This group is represented by George W. Kurr, Jr., Esq., at Gross,
Minsky & Mogul, P.A.; Daniel C. Cohn, Esq., at Murtha Cullina LLP;
Peter J. Flowers, Esq., at Meyers & Flowers, LLC; Jason C.
Webster, Esq., at The Webster Law Firm; and Mitchell A. Toups,
Esq., at Weller, Green Toups & Terrell LLP.

After the U.S. Trustee formed the Official Committee, the ad hoc
committee filed papers asking the U.S. Court to have the official
committee disbanded.  The ad hoc group said it represents 46
victims of the disaster.

On Jan. 23, 2014, the Debtors won authorization to sell
substantially all of their assets to Railroad Acquisition Holdings
LLC, an affiliate of New York-based Fortress Investment Group, for
$15.7 million.  The Bankruptcy Courts in the U.S. and Canada
approved the sale.

The Fortress unit is represented by Terence M. Hynes, Esq., and
Jeffrey C. Steen, Esq., at Sidley Austin LLP.

On Jan. 29, 2014, an ad hoc group of wrongful-death claimants
submitted a plan, which would give 75 percent of the $25 million
in available insurance to the families of those who died after an
unattended train derailed in Lac-Megantic, Quebec, in July.  The
other 25 percent would be earmarked for claimants seeking
compensation for property that was damaged when much of the town
burned.  Former U.S. Senator George Mitchell, a Democrat who
represented Maine in the U.S. Senate from 1980 to 1995 and who is
now chairman emeritus of law firm DLA Piper LLP, would administer
the plan and lead the effort to wrap up MM&A's Chapter 11
bankruptcy.


MOUNTAIN PROVINCE: Hikes Public Offering to C$17.8 Million
----------------------------------------------------------
Mountain Province Diamonds Inc. said that due to strong demand,
the Company has increased the size of its previously announced
public offering to 3,500,000 common shares, at a price of C$5.10
per Common Share for gross proceeds of C$17,850,000.  The Offering
is being led by BMO Capital Markets.

Concurrent with the bought deal private placement, the Company
intends undertaking a non-brokered private placement of Common
Shares of the Company, at a price of not less than C$5.10 per
Common Share.  The Non-brokered Private Placement may be sold to
Bottin (International) Investments Ltd. (controlled by Dermot
Desmond) ("Bottin") and other qualified investors.

The Company intends to use the net proceeds of the offering for
the continued development of the Company's Gahcho Kue project and
for general corporate purposes.

The Offering and the Non-brokered Private Placement are expected
to close on or about March 28, 2014, and is subject to the Company
receiving all necessary regulatory approvals, including the
approval of the Toronto Stock Exchange and NYSE MKT.

                  About Mountain Province Diamonds

Headquartered in Toronto, Canada, Mountain Province Diamonds Inc.
(TSX: MPV, NYSE AMEX: MDM) -- http://www.mountainprovince.com/--
is a Canadian resource company in the process of permitting and
developing a diamond deposit known as the "Gahcho Kue Project"
located in the Northwest Territories of Canada.  The Company's
primary asset is its 49 percent interest in the Gahcho Kue
Project.

Mountain Province disclosed a net loss of C$3.33 million for the
year ended Dec. 31, 2012, a net loss of C$11.53 million in 2011,
and a net loss of C$14.53 million in 2010.

The Company's balance sheet at Sept. 30, 2013, showed C$81.07
million in total assets, C$12.42 million in total liabilities and
C$68.64 million in total shareholders' equity.


MSI CORPORATION: Hires Logue Law to Prosecute Derailment Claims
---------------------------------------------------------------
MSI Corporation seeks authorization from the Hon. Jeffery Deller
of the U.S. Bankruptcy Court for the Western District of
Pennsylvania to employ Logue Law Firm LLC as special counsel.

On Feb. 13, 2014, a Norfolk Southern train derailed, causing more
than 20 rail/tank cars to enter into MSI's property.  Some of the
rail/tank cars were carrying crude oil and propane.  One of the
rail cars crashed into MSI's building, damaging the building
itself and destroying a significant piece of processing equipment.
It has been reported that thousands of gallons of crude oil also
leaked from four tank cars onto MSI's property.

Matthew T. Logue will be the lawyer primarily assigned to this
case but other lawyers from Logue Law may assist as well.  Logue
Law will investigate and prosecute estate claims arising from or
related to the Derailment.

Logue Law has agreed to the following proposed fee arrangement as
described in the engagement letter:

   (a) with respect to claims against MSI's insurers for first-
       party benefits under its insurance policies (the
       "Insurance Claims"), Logue Law will handle and if
       necessary litigate the Insurance Claims on a 10%
       contingency fee basis, calculated by taking 10% of any
       monies or value that the Firm secures from MSI's insurers.

   (b) with respect to claims against third-parties (the "Third
       Party Claims"), the Firm will handle and if necessary
       litigate the Third Party Claims on a 33-1/3% contingency
       fee basis, calculated by taking one third of any monies or
       value secured from third parties.

   (c) with respect to expenses incurred in connection with
       investigating, advancing and/or prosecuting claims arising
       from or related to the Derailment, MSI will advance such
       expenses.  To the greatest extent possible, the Firm will
       advise MSI of anticipated expenses in excess of $2,500
       prior to incurring such expense.  MSI may refuse to incur
       any expense prior to the Firm incurring such expense if
       MSI believes, in its reasoned business judgment, that such
       expense is unnecessary or otherwise inappropriate.
       Expenses may include, but are not limited to, expert fees,
       recording fees, deposition transcripts, notary service,
       overnight or special delivery service, postage,
       photocopying, etc.

   (d) any expenses advanced by Logue Law in connection with the
       investigation and prosecution of claims shall be
       reimbursed to Logue, subject to any required approvals by
       the Bankruptcy Court.

Matthew T. Logue, member of Logue Law, 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.

Logue Law can be reached at:

       Matthew T. Logue, Esq.
       LOGUE LAW FIRM, LLC
       304 Ross Street, 5th Floor
       Pittsburgh, PA 15219
       Tel: (412) 456-1266
       Fax: (866) 480-1630
       E-mail: matt@loguefirm.com

                         About MSI Corp.

MSI Corporation filed a bare-bones Chapter 11 petition (Bankr.
W.D. Pa. Case No. 13-22457) in Pittsburgh on June 7, 2013.  Judge
Jeffery A. Deller presides over the case.  The Vandergrift,
Pennsylvania-based company estimated at least $10 million in
assets and less than $10 million in liabilities.

Albert's Capital Services LLC is the Debtor's chief restructuring
officer.  Michael J. Roeschenthaler, Esq., and Scott E. Schuster,
Esq., at McGuireWoods LLP, in Pittsburgh, serve as the Debtor's
counsel.  Geary & Loperfito LLC serves as special counsel.

No unsecured creditors was formed because no one responded to the
U.S. Trustee's communication for service on the committee.


MUNICIPAL MORTGAGE: Chairman & Two Other Directors Retire
---------------------------------------------------------
Municipal Mortgage & Equity, LLC, announced the retirement of its
Chairman, Mark Joseph and long time Board members Doug McGregor
and Fred Pratt.

Mr. Joseph said, "[T]his a good time for a changing of the guard.
I thank everyone for their support during my long tenure and wish
the company well in the future."

On behalf of the employees and continuing members of the Board,
Michael Falcone, chief executive officer, stated, "MuniMae is
extraordinarily grateful to these men for their many years of
service to the Company.  Literally without them MuniMae would not
exist today.  Mark was a founder, with his former partner Garrett
G. Carlson, of the predecessor company to MuniMae in 1986 and the
long tenure of most of senior management is a testament to his
guiding vision for the Company and the integrity of his
leadership.  After 28 years at the helm, we certainly understand
his desire to step down.  Along with Mark, Fred and Doug provided
extraordinary leadership throughout the financial crisis and were
instrumental in positioning MuniMae for future growth.  We
understand completely their decision to not stand for reelection
to the Board and appreciate the extraordinary effort that they
have made on behalf of our shareholders and the service they have
provided to the Company for more than a decade."

As part of the transition, the Board elected current director
Francis X. Gallagher, Jr., as Chairman effective upon Mr. Joseph's
retirement.  Current director J.P. Grant, III, will replace Mr.
Gallagher as chairman of the Governance Committee.  Steven S.
Bloom will continue as chairman of the Audit Committee and
Frederick W. Puddester will succeed Mr. McGregor as chairman of
the Compensation Committee upon Mr. McGregor's retirement at the
end of his current term.  Also, effective immediately, all
continuing independent members of the Board, consisting of Messrs.
Bloom, Gallagher, Grant and Puddester, will be members of each of
the three committees.

Mr. Falcone further stated, "beginning in 2011 we started
increasing the size of the Board in anticipation of these
departures.  The remaining board members represent a diverse cross
section of real estate, management and financing experience.
Collectively this talented group of individuals will help guide
the Company in our evaluation of future opportunities and our
ongoing efforts to improve shareholder value."

Both Mr. McGregor and Mr. Pratt were scheduled to conclude their
current terms as directors at the 2014 annual meeting and recently
informed the Company that they would not stand for reelection.
Mr. Pratt retired effective March 14, 2014, and Mr. McGregor will
retire upon the conclusion of his term at the upcoming annual
meeting.  Although his current term was to expire at the 2015
annual meeting, Mr. Joseph decided to retire.

                      About Municipal Mortgage

Baltimore, Md.-based Municipal Mortgage & Equity, LLC (Pink
Sheets: MMAB) -- http://www.munimae.com/-- was organized in 1996
as a Delaware limited liability company and is classified as a
partnership for federal income tax purposes.

When the Company became a publicly traded company in 1996, it was
primarily engaged in originating, investing in and servicing tax-
exempt mortgage revenue bonds issued by state and local government
authorities to finance affordable multifamily housing
developments.  Since then, the Company made several acquisitions
that significantly expanded its business.  However, in 2008, due
to the financial crisis, the Company began contracting its
business.

The Company has sold, liquidated or closed down all of its
different businesses except for its bond investing activities and
certain assets and residual interests related to the businesses
and assets that the Company sold due to its liquidity issues.

The Company has a majority position in International Housing
Solutions S.a.r.l., a partnership that was formed to promote and
invest in affordable housing in overseas markets.  In addition, at
Dec. 31, 2010, the Company has an unfunded equity commitment of
$5.1 million, or 2.67% of total committed capital with respect to
its role as the general partner to the South Africa Workforce
Housing Fund SA I ("SA Fund").  The SA Fund was formed to invest
directly or indirectly in housing development projects and housing
sector companies in South Africa.  A portion of the funding of SA
Fund is participating debt provided by the United States Overseas
Private Investment Corporation, a federal government entity, and
the remainder is equity primarily invested by institutional and
large private investors.  The Company expects to continue this
business.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, KPMG LLP, in
Baltimore, Maryland, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has been negatively impacted by
the deterioration of the capital markets and has liquidity issues
which have resulted in the Company having to sell assets and work
with its creditors to restructure or extend its debt arrangements.

The Company's balance sheet at Sept. 30, 2013, showed $1.03
billion in total assets, $500.36 million in totla liabilities and
$539.49 million in total equity.


MUSCLEPHARM CORP: Amends Report on BioZone Acquisition
------------------------------------------------------
MusclePharm Corporation previously filed with the U.S. Securities
and Exchange Commission a current report on Form 8-K to disclose
the consummation of the acquisition of substantially all of the
assets of BioZone Pharmaceuticals, Inc., and its subsidiaries,
BioZone Laboratories, Inc., and Baker Cummins Corporation.  All
assets acquired from BioZone Pharmaceuticals, Inc., are now held
in BioZone Laboratories, Inc., a wholly owned subsidiary of
MusclePharm.  This transaction is an asset purchase, not a stock
purchase.  However, not all of the assets were acquired and not
all of the liabilities were assumed by the Company from BioZone
Pharmaceuticals, Inc., and its subsidiaries.

The Company amended the Current Report to include the required
historical financial statements of BioZone Pharmaceuticals, Inc.,
and the required pro forma financial information.

A copy of the Unaudited Financial Statements of BioZone
Pharmaceuticals, Inc., as of and for the three and nine months
ended Sept. 30, 2013, and 2012, are available for free at:


                        http://is.gd/TpikIO

A copy of the Audited Financial Statements of BioZone
Pharmaceuticals, Inc., as of and for the years ended Dec. 31,
2012, and 2011, are available for free at http://is.gd/6MMByP

A copy of the Unaudited Pro Forma Condensed Combined Balance Sheet
of the Company as of Sept. 30, 2013, and the Unaudited Pro Forma
Condensed Combined Statements of Income of Registrant for the
years ended Dec. 31, 2012, and 2011, are available for free at:

                        http://is.gd/3aTeUD

                         About MusclePharm

Headquartered in Denver, Colorado, MusclePharm Corporation
(OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life-
style company that develops and manufactures a full line of
National Science Foundation approved nutritional supplements that
are 100 percent free of banned substances.  MusclePharm is sold in
over 120 countries and available in over 5,000 U.S. retail
outlets, including GNC and Vitamin Shoppe.  MusclePharm products
are also sold in over 100 online stores, including
bodybuilding.com, Amazon.com and Vitacost.com.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $13.72 million.  MusclePharm incurred a net loss of
$18.95 million in 2012, a net loss of $23.28 million in 2011, and
a net loss of $19.56 million in 2010.  The Company's balance sheet
at Sept. 30, 2013, showed $41.54 million in total assets, $18.87
million in total liabilities and $22.67 million in total
stockholders' equity.


NAVISTAR INTERNATIONAL: Inks 3rd Amendment to 2012 NPA
------------------------------------------------------
Navistar Financial Securities Corporation, as the seller, Navistar
Financial Corporation, as the servicer, and The Bank of Nova
Scotia, as a managing agent and as a committed purchaser, Liberty
Street Funding LLC, as a conduit purchaser, Credit Suisse AG, New
York Branch, as a managing agent, Credit Suisse AG, Cayman Islands
Branch, as a committed purchaser, Alpine Securitization Corp., as
a conduit purchaser, and Bank of America, National Association, as
administrative agent, as a managing agent and as a committed
purchaser, entered into Amendment No. 3 to Note Purchase
Agreement.  The NPA Amendment amends the Note Purchase Agreement,
dated as of Aug. 29, 2012, among NFSC, NFC and the Purchaser
Parties to, among other things, extend the Scheduled Purchase
Expiration Date to March 12, 2015.

A copy of the Amendment No. 3 to the Note Purchase Agreement is
available for free at http://is.gd/5RusPv

                     About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The Company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

Navistar International reported a net loss attributable to the
Company of $898 million for the year ended Oct. 31, 2013, a net
loss attributable to the Company of $3.01 billion for the year
ended Oct. 31, 2012.

The Company's balance sheet at Oct. 31, 2013, showed $8.31 billion
in total assets, $11.91 billion in total liabilities and a $3.60
billion total stockholders' deficit.

                          *     *     *

In the Oct. 9, 2013, edition of the TCR, Moody's Investors Service
affirmed the ratings of Navistar International Corporation,
including the B3 Corporate Family Rating (CFR).  The ratings
reflect Moody's expectation that Navistar's successful
incorporation of Cummins engines throughout its product line up
will enable the company to regain lost market share, and that
progress in addressing component failures in 2010 vintage-engines
will significantly reduce warranty expenses.

As reported by the TCR on Oct. 9, 2013, Standard & Poor's Ratings
Services lowered its long-term corporate credit rating on
Illinois-based truckmaker Navistar International Corp. (NAV) to
'CCC+' from 'B-'.  "The rating downgrades reflect our increased
skepticism regarding NAV's prospects for achieving the market
shares it needs for a successful business turnaround," said credit
analyst Sol Samson.

As reported by the TCR on Jan. 24, 2013, Fitch Ratings has
affirmed the Issuer Default Ratings (IDR) for Navistar
International Corporation and Navistar Financial Corporation at
'CCC' and removed the Negative Outlook on the ratings.  The
removal reflects Fitch's view that immediate concerns about
liquidity have lessened, although liquidity remains an important
rating consideration as NAV implements its selective catalytic
reduction (SCR) engine strategy. Other rating concerns are already
incorporated in the 'CCC' rating.


NEW LEAF: H J & Associates Replaces EisnerAmper as Accountants
--------------------------------------------------------------
New Leaf Brands, Inc., terminated its relationship with
EisnerAmper LLP,  as the Company's independent registered public
accounting firm on Feb. 18, 2014.  The decision to change
accountants was approved by the Company's Board of Directors.  The
termination was not a result of any disagreement with the
accounting firm.

EisnerAmper LLP's reports on the Company's financial statements
for the years ended Dec. 31, 2011, and 2010 did not contain an
adverse opinion or a disclaimer of opinion and was not qualified
or modified as to uncertainty, audit scope, or accounting
principles, except that EisnerAmper LLP's reports included an
explanatory paragraph as to the Company'se ability to continue as
a going concern for all periods presented.

EisnerAmper LLP advised the Company's Audit Committee that during
its performance of audit procedures for 2011 and 2010, EisnerAmper
LLP had identified material weaknesses as defined in Public
Company Accounting Oversight Board Standards No. 5 in the
Company's internal control over financial reporting.

On Jan. 17, 2014, the Company engaged H J & Associates, LLC, as
the Company's independent registered public accounting firm.
During the Company's two most recent fiscal years and the
subsequent interim period prior to retaining H J & Associates,
LLC, (1) neither the Company nor anyone on its behalf consulted H
J & Associates, LLC.

In a letter dated March 17, 2014,  EisnerAmper stated the
following:

   "We have read Item 4.01 of Form 8-K/A dated March 17, 2014 of
    New Leaf Brands, Inc. and agree with the statements concerning
    our firm contained therein.  We have no basis to agree or
    disagree with other statements of the registrant contained
    therein."

                           About New Leaf

Old Tappan, N.J.-based New Leaf Brands, Inc., is a diversified
beverage holding company acquiring brands, distributors and
manufacturers within the beverage industry.

EisnerAmper LLP, in New York City, expressed substantial doubt
about New Leaf's ability to continue as a going concern following
the 2011 financial results.  The independent auditors noted that
the Company has suffered recurring losses from operations, has a
working capital deficiency, was not in compliance with certain
financial covenants related to debt agreements, and has a
significant amount of debt maturing in 2012.

The Company reported a net loss of $6.68 million on $2.27 million
of net sales for 2011, compared with a net loss of $9.13 million
on $4.26 million of net sales for 2010.

As of Sept. 30, 2012, the Company had $761,958 in total assets,
$4.06 million in total liabilities and a $3.30 million in total
stockholders' deficit.


NEOMEDIA TECHNOLOGIES: Widens Net Loss to $214 Million in 2013
--------------------------------------------------------------
NeoMedia Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
a net loss of $214.11 million on $5.02 million of revenues for the
year ended Dec. 31, 2013, as compared with a net loss of $19.38
million on $2.34 million of revenues during the prior year.

As of Dec. 31, 2013, the Company had $5.30 million in total
assets, $284.57 million in total liabilities, all current, $4.81
million in series C convertible preferred stock, $348,000 in
series D convertible preferred stock and a $284.43 million total
shareholders' deficit.

Kingery & Crouse, P.A., in Tampa, FL, 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, has
significant working capital and shareholder deficits and may have
ongoing requirements for additional capital investment.  These
factors raise substantial doubt about the Company's ability to
continue as a going concern.

A copy of the Form 10-K is available for free at:

                         http://is.gd/qimVPe

                    About NeoMedia Technologies

Atlanta, Ga.-based NeoMedia Technologies provides mobile barcode
scanning solutions.  The Company's technology allows mobile
devices with cameras to read 1D and 2D barcodes and provide "one
click" access to mobile content.


NEWLEAD HOLDINGS: Issues Add'l 2.1-Mil. Settlement Shares to MGP
----------------------------------------------------------------
NewLead Holdings Ltd., on March 7, 2014, issued and delivered to
MGP Partners Limited 400,000 additional settlement shares pursuant
to the terms of the Settlement Agreement approved by the Supreme
Court of the State of New York, County of New York, on Dec. 2,
2013.  In addition, on March 12, 2014, MGP requested 420,000
additional settlement shares, and on March 14, 2014, MGP requested
each of 590,000 additional settlement shares and 700,000
additional settlement shares, pursuant to the terms of the
Settlement Agreement approved by the Order.  Following the
issuances of the above amounts, the Company will have
approximately 7,567,591 million shares outstanding.

The Order approved, among other things, the fairness of the terms
and conditions of an exchange pursuant to Section 3(a)(10) of the
Securities Act of 1933, as amended, in accordance with a
stipulation of settlement among NewLead Holdings Ltd., Hanover
Holdings I, LLC, and MG Partners Limited, in the matter entitled
Hanover Holdings I, LLC v. NewLead Holdings Ltd., Case No.
160776/2013.  Hanover commenced the Action against the Company on
Nov. 19, 2013, to recover an aggregate of $44,822,523 of past-due
indebtedness of the Company, which Hanover had purchased from
certain creditors of the Company pursuant to the terms of separate
purchase agreements between Hanover and each of those creditors,
plus fees and costs.  The Order provides for the full and final
settlement of the Claim and the Action.  The Settlement Agreement
became effective and binding upon the Company, Hanover and MGP
upon execution of the Order by the Court on Dec. 2, 2013.

Pursuant to the terms of the Settlement Agreement approved by the
Order, on Dec. 2, 2013, the Company issued and delivered to MGP,
as Hanover's designee, 175,000 shares of the Company's common
stock, $0.10 par value.

Between Jan. 3, 2014, and Feb. 28, 2014, the Company issued and
delivered to MGP an aggregate of 1,200,000 (split adjusted)
additional settlement shares pursuant to the terms of the
Settlement Agreement approved by the Order.

A copy of the Form 6-K is available for free at:

                        http://is.gd/ZxNBv0

                       About NewLead Holdings

Based in Athina, Greece, NewLead Holdings Ltd. --
http://www.newleadholdings.com/-- is an international, vertically
integrated shipping company that owns and manages product tankers
and dry bulk vessels.  NewLead currently controls 22 vessels,
including six double-hull product tankers and 16 dry bulk vessels
of which two are newbuildings.  NewLead's common shares are traded
under the symbol "NEWL" on the NASDAQ Global Select Market.

Newlead Holdings incurred a net loss of $403.92 million on $8.92
million of operating revenues for the year ended Dec. 31, 2012, as
compared with a net loss of $290.39 million on $12.22 million of
operating revenues for the year ended Dec. 31, 2011.  The Company
incurred a net loss of $86.34 million on $17.43 million of
operating revenues in 2010.

As of June 30, 2013, the Company had $84.27 million in total
assets, $166.18 million in total liabilities and a $81.91 million
total shareholders' deficit.

                        Going Concern Doubt

PricewaterhouseCoopers S.A., in Athens, Greece, 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 a net loss, has negative cash flows
from operations, negative working capital, an accumulated deficit
and has defaulted under its credit facility agreements resulting
in all of its debt being reclassified to current liabilities, all
of which raise substantial doubt about its ability to continue as
a going concern.


NIELSEN HOLDINGS: S&P Revises Outlook to Pos. & Affirms 'BB' CCR
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
New York City-based global information and measurement company
Nielsen Holdings N.V. (Nielsen) to positive from stable.  At the
same time, S&P affirmed all ratings on Nielsen, including the 'BB'
corporate credit rating.

At the same time, S&P assigned its 'BBB-' issue-level rating and
'1' recovery rating to Nielsen Finance LLC's proposed senior
secured credit facilities.  The facility will consist of a $575
million revolving credit facility due 2019, a $1.3 billion term
loan A due 2019, a $500 million term loan B-1 facility due 2017, a
$1.1 billon term loan B-2 dollar facility due 2021, and a term
loan B-2 euro facility.  The '1' recovery rating indicates S&P's
expectations for very high (90%-100%) recovery in the event of a
payment default.  Nielsen Finance LLC is a wholly owned subsidiary
of Nielsen Holdings N.V.

In addition, S&P is assigning its 'BB' issue-level rating and '3'
recovery rating to Nielsen Finance LLC's proposed senior unsecured
notes due 2022.  The '3' recovery rating indicates S&P's
expectations for meaningful (50%-70%) recovery for lenders in the
event of a payment default.

The company will use proceeds from these proposed transactions to
repay the company's existing senior secured credit facility.

The outlook revision reflects S&P's expectation that adjusted
leverage could decline to below 4x by the end of 2014.  Adjusted
leverage, which includes adjustments for pensions, OPEBs,
operating leases, and surplus cash and includes ownership of
Arbitron for only one quarter, was 4.4x as of Dec. 31, 2013 (4.1x
including a full year of the Arbitron acquisition, which closed on
Sept. 30, 2013).  Leverage will not increase as a result of these
proposed transactions.  In addition, through this refinancing, the
company is addressing the sizable 2016 debt maturity (about $3
billion) that had historically limited our liquidity assessment to
"adequate."  These maturities are now spread out over multiple
years, from 2017 through 2021.  As a result, S&P is revising its
liquidity assessment to "strong."

As the leading global provider of media measurement and retail
sales and market share data, Nielsen benefits from strong market
positions in its two principal businesses.  Nielsen's television
audience measurement service is the industry standard in the U.S.
and is unlikely to be displaced over our ratings horizon.  S&P
expects Nielsen's operating performance will remain stable, given
that a high proportion of sales is under multiyear contracts and
it has strong renewal rates (over 70% of "Watch" and "Buy"
business segment revenues are recurring).  S&P assess Nielsen's
management, which includes a new CEO and CFO as of February 2014,
as "fair" under S&P's criteria.  While the new CEO, Mitch Barnes,
has been at Nielsen in a number of roles, he is untested in this
new position.

S&P's "satisfactory" business risk profile reflects its view that
Nielsen's strong market position could come under pressure longer
term.  Its superior position in the traditional TV audience
measurement could become less important as audience fragmentation
accelerates and smaller players develop more innovative audience
measurement services.  To remain competitive, Nielsen must
continue to make sizable capital investments in new innovative
products that measure online with mobile usage and engagement, and
gain acceptance of them with ad agencies and clients.  Increased
competition, together with business reinvestment, could temper
cash flow growth.

S&P views Nielsen's financial risk profile as "significant" (as
per S&P's criteria) because of its expectations that adjusted
leverage will decline to below 4x by the end of 2014.  Adjusted
leverage was 4.4x as of Dec. 31, 2013 (includes ownership of
Arbitron for only one quarter).  S&P's adjusted leverage
calculation includes adjustments for operating leases, pensions,
accrued interest, and net of surplus cash.  S&P also includes
restructuring and acquisition costs in its EBITDA calculation.


PETTERS GROUP: Court Allows Use of $1.3 Million Cash Collateral
---------------------------------------------------------------
The Bankruptcy Court allows Douglas A. Kelley, as Chapter 11
trustee for Petters Company, Inc., et al., to use at most $1.3
million of cash collateral to pay for approved professional fees,
expenses, ongoing litigation costs, and other administrative
expenses.

The decision is a result of a joint request by Mr. Kelley and the
Official Committee of Unsecured Creditors, and is supported by
Randall L. Seaver, trustee for Petters Capital, LLC.

Excluded in the Court-approved use of cash collateral is the
$78.5 million dividend received by Petters Group Worldwide, LLC,
as shareholders of Bluestem Brands, Inc.  The Bluestem dividend is
potentially encumbered by blanket security interests asserted by
PCI, Petters Capital as well as a limited security interest
asserted by Opportunity Finance, LLC.

The Court also allows replacement liens for PCI and Petters
Capital in all postpetition assets of PGW.

Since 2010, the Court has approved three prior unopposed requests
of the trustee and creditors to use cash collateral.

James A. Lodoen, Esq. -- Jlodoen@lindquist.com -- at Lindquist &
Vennum LLP, in Minneapolis, Minnesota, relates that PGW has over
$2.8 million of recoveries since filing for bankruptcy, of which
$1.5 million has been used.

                    About Petters Company, Inc.

Based in Minnetonka, Minn., Petters Group Worldwide LLC is a
collection of some 20 companies, most of which make and market
consumer products.  It also works with existing brands through
licensing agreements to further extend those brands into new
product lines and markets.  Holdings include Fingerhut (consumer
products via its catalog and Web site), SoniqCast (maker of
portable, WiFi MP3 devices), leading instant film and camera
company Polaroid (purchased for $426 million in 2005), Sun Country
Airlines (acquired in 2006), and Enable Holdings (online
marketplace and auction for consumers and manufacturers' overstock
inventory).  Founder and chairman Tom Petters formed the company
in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide.

Thomas Petters, the founder and former CEO of Petters Group, has
been indicted and a criminal proceeding against him is proceeding
in the U.S. District Court for the District of Minnesota.

Petters Company, Petters Group Worldwide and eight other
affiliates filed separate petitions for Chapter 11 protection
(Bankr. D. Minn. Lead Case No. 08-45257) on Oct. 11, 2008.  In its
petition, Petters Company estimated its debts at $500 million and
$1 billion.  Parent Petters Group Worldwide estimated its debts at
not more than $50,000.

Douglas Kelley, the Chapter 11 Trustee of Petters Company, Inc.,
et al., is represented by James A. Lodoen, Esq., at Lindquist &
Vennum LLP, in Minneapolis, Minn.  The trustee tapped Haynes and
Boone, LLP as special counsel, and Martin J. McKinley as his
financial advisor.

Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and
08-35198) on Oct. 6, 2008.  Petters Aviation is a wholly owned
unit of Thomas Petters Inc. and owner of MN Airline Holdings, Sun
Country's parent company.


PLY GEM HOLDINGS: Incurs $79.5 Million Net Loss in 2013
-------------------------------------------------------
Ply Gem Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $79.52 million on $1.36 billion of net sales for the
year ended Dec. 31, 2013, as compared with a net loss of $39.05
million on $1.12 billion of net sales in 2012.  The Company had a
net loss of $84.50 million in 2011.

The Company reported a net loss of $17.43 million on $332.91
million of net sales for the three months ended Dec. 31, 2013, as
compared with a net loss of $15 million on $268.64 million of net
sales for the same period during the prior year.

As of Dec. 31, 2013, the Company's balance sheet showed $1.04
billion in total assets, $1.09 billion in total liabilities and a
$51.99 million total stockholders' deficit.

"Despite an uneven recovery in the U.S. housing market, our 2013
sales reflect the positive impact of our acquisitions of Gienow
and Mitten, which were completed during our second quarter, as
well as, a significant increase in demand for our U.S. new
construction window products during the first half of the year.
However, the market experienced a pull-back that began during the
third quarter and intensified during the fourth quarter due to
severe weather, compounded by the continued lag in demand for our
higher profit margin big ticket repair and remodeling products."
said Gary E. Robinette, Ply Gem's president and CEO.

A copy of the Form 10-K is available for free at:

                        http://is.gd/oIVkq8

                           About Ply Gem

Based in Cary, North Carolina, Ply Gem Holdings Inc. is a
diversified manufacturer of residential and commercial building
products, which are sold primarily in the United States and
Canada, and include a wide variety of products for the residential
and commercial construction, the do-it-yourself and the
professional remodeling and renovation markets.

                           *     *     *

In May 2010, Standard & Poor's Ratings Services raised its
(unsolicited) corporate credit rating on Ply Gem to 'B-' from
'CCC+'.  "The ratings upgrade reflects our expectation that the
company's credit measures are likely to improve modestly over the
next several quarters to levels that we would consider more in
line with the 'B-' corporate credit rating," said Standard &
Poor's credit analyst Tobias Crabtree.


PLYMOUTH OIL: Plymouth Energy Seeks Chapter 7 Conversion
--------------------------------------------------------
Plymouth Energy L.L.C., an unsecured creditor of debtor Plymouth
Oil Company, LLC,  filed on March 7, 2014, a motion seeking
conversion of the Debtor's Chapter 11 case to liquidation under
Chapter 7 of the Bankruptcy Code.

Energy asserts that the Debtor has been out of business for seven
months, the Debtor's plan was not confirmed and its's only
possible remaining business has "no reasonable probability of
success" as stated by the Court.  The Debtor will also have its
plant foreclosed on April 14, 2014.  Further, Energey states that
the Debtor is administratively insolvent.

Energy also asserts that the Debtor has been late in filing
monthly reports on a regular basis and it has not paid its most
recent quarterly fee to the U.S. Trustee.

According to Energy, the Debtor may argue that the case should not
be dismissed because the Debtor is involved in an impending
lawsuit against Energy, in which the Debtor claims it is owed by
Energy $1.9 million to $3.9 million.  Energy states that it
strongly disputes lawsuit and litigation is ongoing.  Further,
Energy states that there is a long line of cases standing for the
proposition that the mere hope of prevailing on potential
litigation claims is not sufficient basis to defeat a showing of
cause to convert.

Objections to the request were due April 1, 2014.

                         About Plymouth Oil

Plymouth Oil Company, LLC, filed a bare-bones Chapter 11 petition
(Bankr. N.D. Iowa Case No. 12-01403) in Sioux City on July 23,
2012.  In its amended schedules, the Debtor disclosed $21,623,349
in total assets and $12,891,586 in total liabilities.

Plymouth Oil -- http://www.plymouthoil.com-- owned a $30 million
extraction plant located at 22058 K-42 Merrill, Iowa, directly
across from the new Plymouth Energy Ethanol Plant.

Founded by local investors, Plymouth Oil Company, started
operations in February 2010 purchasing raw corn germ and refining
this material into de-oiled germ meal and kosher food-grade
cooking oil.  The plant was capable of pumping out 90 tons of corn
oil each day and about 300 tons of DCGM (defatted corn germ meal)
daily, which is used for hog, poultry and dairy feed.  The plant
was later shut down.

Bankruptcy Judge Thad J. Collins presides over the case.  Bradley
R. Kruse, Esq., and Adam J. Freed, Esq., at Brown, Winick, Graves,
Gross, Baskerville and Schoenebaum, P.L.C., represent the Debtor
as counsel.  The petition was signed by David P. Hoffman,
president.

Secured creditors Arlon Sandbulte, Ryan Lake, Dirk Dorn, Steven
Vande Brake, and Iowa Corn Opportunities, LLC, are represented by
lawyers at Baird Holm LLP in Omaha, Nebraska.

On Oct. 28, 2013, the Bankruptcy Court denied confirmation of the
Debtor's Chapter 11 plan and allowed secured lenders owed $8.3
million on a bridge loan to foreclose.  A copy of the Plan is
available at http://bankrupt.com/misc/plymouthoil.doc120.pdf


PORTER BANCORP: Reports $3.4 Million 2013 Net Loss
--------------------------------------------------
Porter Bancorp, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss
attributable to common shareholders of $3.39 million on $43.22
million of interest income for the year ended Dec. 31, 2013, as
compared with a net loss attributable to common shareholders of
$33.43 million on $57.72 million of interest income for the year
ended Dec. 31, 2012.  The Company incurred a net loss attributable
to common shareholders of $105.15 million in 2011.

As of Dec. 31, 2013, the Company had $1.07 billion in total
assets, $1.04 billion in total liabilities and $35.93 million in
total stockholders' equity.

Crowe Horwath, LLP, in Louisville, Kentucky, 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 incurred substantial losses in 2013, 2012 and
2011, largely as a result of asset impairments.  In addition, the
Company's bank subsidiary is not in compliance with a regulatory
enforcement order issued by its primary federal regulator
requiring, among other things, increased minimum regulatory
capital ratios.  Additional losses or the continued inability to
comply with the regulatory enforcement order may result in
additional adverse regulatory action.  These events raise
substantial doubt about the Company's ability to continue as a
going concern.

A copy of the Form 10-K is available for free at:

                         http://is.gd/s4BTdt

                         About Porter Bancorp

Porter Bancorp, Inc., is a bank holding company headquartered in
Louisville, Kentucky.  Through its wholly-owned subsidiary PBI
Bank, the Company operates 18 full-service banking offices in
12 counties in Kentucky.


QUANTUM FUEL: Reports $23 Million 2013 Net Loss
-----------------------------------------------
Quantum Fuel Systems Technologies Worldwide, Inc., filed with the
U.S. Securities and Exchange Commission its annual report on Form
10-K disclosing a net loss attributable to stockholders of $23.04
million on $31.90 million of revenues for the year ended Dec. 31,
2013, as compared with a net loss attributable to stockholders of
$30.91 million on $22.71 million of revenues during the prior
year.  The Company incurred a net loss attributable to common
stockholders of $38.49 million in 2011.

As of Dec. 31, 2013, the Company had $66 million in total assets,
$49.02 million in total liabilities and $16.97 million in total
stockholders' equity.

A copy of the Form 10-K is available for free at:

                         http://is.gd/f9PeIj

                  Amends 742,746 Resale Prospectus

The Company amended its registration statement on Form S-3
relating to the resale by Iroquois Master Fund, Ltd., Richard
Niemiec, Paul Datillio, et al., of up to 742,746 shares of the
Company's common stock issuable upon the exercise of warrants, of
which (i) 607,748 were issued in a private placement transaction
that the Company completed in three tranches on June 22, 2012,
June 28, 2012, and July 25, 2012, and (ii) 134,998 were issued in
a private placement transaction the Company completed on Nov. 2,
2011.  The Company is not selling any shares of common stock in
this offering and, therefore, will not receive any proceeds from
this offering.

The Company amended the registration statement to delay its
effective date.

The Company will bear all of the expenses and fees incurred in
registering the shares offered by this prospectus.

The Company's common stock is quoted on The Nasdaq Capital Market
under the symbol "QTWW."  The last reported sale price of the
Company's common stock on March 12, 2014, was $9.81 per share.

A copy of the Form S-3/A is available for free at:

                         http://is.gd/OXzgzl

Quantum Fuel registered with the SEC 125,000 shares of common
stock issuable under the Company's 2011 Stock Incentive Plan for a
proposed maximum aggregate offering price of $1.18 million.  A
copy of the Form S-8 prospectus is available for free at:

                        http://is.gd/yaZbnp

                         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.


QUARTZ HILL: Colorado Creditors Want Case Dismissed
---------------------------------------------------
The estate of William B. Kemper and Marjorie Robbins asks the
Court to dismiss the Chapter 11 cases of Quartz Hill Mining, LLC
and Superior Gold, LLC, filed in Florida, asserting that the
matter is in essence a single asset real estate case in Colorado.

E. Alan Hampson, Esq., in Lakewood, Colorado, explains that Quartz
Hill and Superior Gold's only asset is a property in Colorado that
is subject to a long-standing Colorado litigation pending
foreclosure.

According to Mr. Hampson, the bankruptcy cases were filed to avoid
posting a supersedeas bond in Gilpin County Colorado Case No.
92CV55, after the Debtors suffered an adverse judgment on February
12, 2014.  The petitions were filed to prevent a sheriffs' sale of
the property, he adds.

Mr. Hampson points out that the petitions contain numerous
misstatements including having a principal business address in
Florida.  This business presence assertion is the result of powers
of attorney given to Florida-based counsel, John Moffa, signed on
March 5, 2014, for the sole purpose of filing the bankruptcy
petition in Florida.

Quartz Hill and Superior Gold, Mr. Hampson declares, have filed
the Chapter 11 cases for no valid bankruptcy purpose. They are not
attempting to preserve the value of a going concern, reorganize a
business or to maximize the value of their estate, but are merely
attempting to obtain a tactical litigation advantage over
creditors in the pending Colorado litigation, he notes.

Quartz Hill Mining, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Case No. 14-15419, Bankr. S.D.Fla.) on March 7,
2014.  The case is assigned to Judge Robert A Mark.  The Debtor's
counsel is Jacqueline Calderin, Esq., at Ehrenstein Charbonneau
Calderin, in Miami, Florida.  The Debtor's special counsel is John
A. Moffa, Esq., at Moffa & Bonacquisti, P.A., in Plantation,
Florida.  The Debtor said it has $58 million in assets and $7.5
million in debts.


QUICKSILVER RESOURCES: Incurs $32 Million Net Loss in Q4
--------------------------------------------------------
Quicksilver Resources Inc. reported a net loss of $31.77 million
on $114.24 million of total revenue for the three months ended
Dec. 31, 2013, as compared with a net loss of $548.49 million on
$223.96 million of total revenue for the same period in 2012.

For the year ended Dec. 31, 2013, the Company reported net income
of $161.61 million on $561.56 million of total revenue as compared
with a net loss of $2.35 billion on $709.03 million of total
revenue during the prior year.

The Company's balance sheet at Dec. 31, 2013, showed $1.36 billion
in total assets, $2.37 billion in total liabilities and a $1
billion total stockholders' deficit.

"Over the last year, Quicksilver has reduced debt, enhanced
liquidity, and advanced projects," said Glenn Darden,
Quicksilver's chief executive officer.  "We have more work to do,
but with the improvements made, and what we believe will be more
to come, 2014 is shaping up to be a significant year for this
company."

Total liquidity at Dec. 31, 2013, is approximately $353 million in
the form of $255 million of cash and marketable securities, and
$98 million of availability under the Combined Credit Agreements.

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

                        http://is.gd/okLrwf

                         About Quicksilver

Quicksilver Resources Inc. is an exploration and production
company engaged in the development and production of long-lived
natural gas and oil properties onshore North America.  Based in
Fort Worth, Texas, the company is widely recognized as a leader in
the development and production from unconventional reservoirs
including shale gas, and coal bed methane.  Following more than 30
years of operating as a private company, Quicksilver became public
in 1999 and is listed on the New York Stock Exchange under the
ticker symbol KWK.  The company has U.S. offices in Fort Worth,
Texas; Glen Rose, Texas; Steamboat Springs, Colorado; Craig,
Colorado and Cut Bank, Montana.  The Company's Canadian
subsidiary, Quicksilver Resources Canada Inc., is headquartered in
Calgary, Alberta.

                           *     *     *

As reported by the TCR on June 17, 2013, Moody's Investors Service
downgraded Quicksilver Resources Inc.'s Corporate Family Rating to
Caa1 from B3.  "This rating action is reflective of Quicksilver's
revised recapitalization plan," stated Michael Somogyi, Moody's
Vice President and Senior Analyst.  "Quicksilver's inability to
complete its recapitalization plan as proposed elevates near-term
refinancing risk given its weak operating profile and raises
concerns over the sustainability of the company's capital
structure."

In the June 27, 2013, edition of the TCR, Standard & Poor's
Ratings Services said it lowered its corporate credit rating on
Fort Worth, Texas-based Quicksilver Resources Inc. to 'CCC+' from
'B-'.  "We lowered our corporate credit rating on Quicksilver
Resources because we do not believe the company will be able to
remedy its unsustainable leverage," said Standard & Poor's credit
analyst Carin Dehne-Kiley.


QUICKSILVER RESOURCES: Swings to $161.6-Mil. Net Income in 2013
---------------------------------------------------------------
Quicksilver Resources Inc. filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
net income of $161.61 million on $561.56 million of total revenue
for the year ended Dec. 31, 2013, as compared with a net loss of
$2.35 billion on $709.03 million of total revenue during the prior
year.

The Company's balance sheet at Dec. 31, 2013, shows $1.36 billion
in total assets, $2.37 billion in total liabilities and a $1
billion total stockholders' deficit.

A copy of the Form 10-K is available for free at:

                        http://is.gd/AmhZRl

                   To Issue 21MM Shares Under Plan

Quicksilver Resources registered with the SEC 21,000,000 shares of
common stock issuable under the Company's Seventh Amended and
Restated 2006 Equity Plan for a proposed maximum aggregate
offering price of $56.07 million.  A copy of the Form S-8
prospectus is available for free at http://is.gd/qXErjN

                         About Quicksilver

Quicksilver Resources Inc. is an exploration and production
company engaged in the development and production of long-lived
natural gas and oil properties onshore North America.  Based in
Fort Worth, Texas, the company is widely recognized as a leader in
the development and production from unconventional reservoirs
including shale gas, and coal bed methane.  Following more than 30
years of operating as a private company, Quicksilver became public
in 1999 and is listed on the New York Stock Exchange under the
ticker symbol KWK.  The company has U.S. offices in Fort Worth,
Texas; Glen Rose, Texas; Steamboat Springs, Colorado; Craig,
Colorado and Cut Bank, Montana.  The Company's Canadian
subsidiary, Quicksilver Resources Canada Inc., is headquartered in
Calgary, Alberta.

                           *     *     *

As reported by the TCR on June 17, 2013, Moody's Investors Service
downgraded Quicksilver Resources Inc.'s Corporate Family Rating to
Caa1 from B3.  "This rating action is reflective of Quicksilver's
revised recapitalization plan," stated Michael Somogyi, Moody's
Vice President and Senior Analyst.  "Quicksilver's inability to
complete its recapitalization plan as proposed elevates near-term
refinancing risk given its weak operating profile and raises
concerns over the sustainability of the company's capital
structure."

In the June 27, 2013, edition of the TCR, Standard & Poor's
Ratings Services said it lowered its corporate credit rating on
Fort Worth, Texas-based Quicksilver Resources Inc. to 'CCC+' from
'B-'.  "We lowered our corporate credit rating on Quicksilver
Resources because we do not believe the company will be able to
remedy its unsustainable leverage," said Standard & Poor's credit
analyst Carin Dehne-Kiley.


RES-CARE INC: Moody's Rates Proposed Debt Facilities 'Ba2'
----------------------------------------------------------
Moody's Investors Service assigned Ba2 ratings to Res-Care, Inc.'s
proposed $250 million senior secured revolving credit facility,
$200 million senior secured term loan A, and $200 million senior
secured delayed-draw term loan A.  The credit facilities will be
used to refinance the company's existing term loan A and revolving
credit facility, as well as fund a $130 million dividend to Res-
Care shareholders.  The delayed-draw term loan is anticipated to
be drawn within 12-months of closing to refinance the existing
10.75% senior unsecured notes.  Concurrently, Moody's changed the
Probability of Default Rating to B1-PD from Ba3-PD, and affirmed
the company's Ba3 Corporate Family Rating, B1 rating on the
company's existing $200 million senior unsecured notes, and
Speculative Grade Liquidity (SGL) rating of SGL-2. The ratings
outlook is stable.

The change in Probability of Default Rating to B1-PD from Ba3-PD,
in line with our Loss Given Default Methodology ("LGD"), reflects
the expectation for a 65% family recovery rate as the company's
capital structure is anticipated to become an all first lien bank
debt structure following the use of the delayed-draw term loan to
refinance the unsecured notes, which are callable on 1/15/2015.

The following rating actions were taken (LGD point estimates are
subject to change and all ratings are subject to the execution of
the transaction as currently proposed and Moody's review of final
documentation):

   $250 million sr. secured revolving credit facility, due 5
   years, assigned Ba2 (LGD2, 27%);

   $200 million sr. secured term loan A, due 5 years, assigned Ba2
   (LGD2, 27%);

   $200 million sr. secured delayed-draw term loan A, due 5 years,
   assigned Ba2 (LGD2, 27%);

   Corporate Family Rating, affirmed at Ba3;

   Probability of Default Rating, downgraded to B1-PD from Ba3-PD;

   $200 million 10.75% senior unsecured notes, affirmed at B1
   (LGD5, 76%);

   Speculative-grade liquidity rating, affirmed at SGL-2.

The ratings on the company's existing revolving credit facility
and term loan A are affirmed at Ba1 (LGD2, 19%) and will be
withdrawn at the close of the transaction.

Ratings Rationale

The Ba3 Corporate Family Rating is supported by Res-Care's leading
market position, demonstrated by revenue size, in the highly
fragmented markets servicing individuals with special needs. The
rating is supported by expected revenue growth from the industry
trend of moving the population with intellectual and developmental
disabilities (ID/DD) from institutions operated by states into
smaller, lower-cost community settings overseen by private
providers such as Res-Care. The company's high occupancy level and
disciplined acquisition strategy further supports the rating. At
the same time, the rating is constrained by states' budgetary
pressures which could pressure Medicaid programs and increasing
minimum wage requirements, both of which could pressure
profitability margins. In addition, the Affordable Care Act's
employee healthcare coverage mandates may further increase labor
expense. Lastly, while the Selk Lawsuit has been settled, the
rating continues to be constrained by the litigious nature of the
industry.

Res-Care's SGL-2 speculative grade liquidity rating reflects our
expectation for good liquidity over the next twelve months.
Moody's expects the company to maintain unrestricted cash on hand
of around $20-$40 million, with continued generation of positive
free cash flow, excluding the previously mentioned debt financed
dividend. Res-Care's proposed $250 million revolving credit
facility is anticipated to have $92 million of advances at close
with approximately $43 million of letters of credit outstanding,
leaving availability on the revolver around $115 million. Good
headroom on the proposed financial maintenance covenants, maximum
net leverage and minimum interest coverage, is expected over the
next twelve months.

The stable outlook considers the expectation that Res-Care will
reduce leverage following the increase in debt to finance a
dividend to shareholders. The outlook additionally considers the
expectation for Res-Care to maintain a good liquidity profile,
disciplined approach towards future acquisitions, and a wide
geographic reach that helps mitigate state-specific event-risks
such as Medicaid reimbursement rate reductions.

The ratings could be upgraded if Res-Care's adjusted debt-to-
EBITDA declines and is sustained below 3 times and adjusted
retained cash flow-to-net debt increases and is sustained above
20%. The ratio improvements need to be coupled with a somewhat
stable reimbursement environment.

The ratings could be downgraded if Res-Care does not meet our
current expectations and its adjusted debt-to-EBITDA increases
towards 5 times and adjusted retained cash flow-to-net debt
declines below 15%. Further, if the company begins to experience
legal liabilities materially above historical trends such that
liquidity and/or the company's ability to execute on its strategy
weaken, Moody's  could lower the ratings. A more aggressive than
expected acquisition strategy or additional debt financed
dividends that increase leverage or weaken the company's liquidity
could also have negative rating implications.

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

Res-Care, Inc., headquartered in Louisville, Kentucky, is a
provider of residential, therapeutic, job training, pharmacy and
educational support services to individuals with special needs,
including persons with intellectual and developmental
disabilities, at-risk youth and those experiencing barriers to
employment. The company is owned by Onex Corporation. In 2013,
Res-Care generated approximately $1.6 billion of revenue and $50
million of net income.


RESPONSE BIOMEDICAL: Incurs $6 Million Net Loss in 2013
-------------------------------------------------------
Response Biomedical Corp. filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing
net loss and comprehensive loss of $5.99 million on $4.94 million
of gross profit on product sales for the year ended Dec. 31, 2013,
as compared with a net loss and comprehensive loss of $5.28
million on $4.24 million of gross profit on product sales for the
year ended Dec. 31, 2012.  The Company incurred a net loss and
comprehensive loss of $5.37 million in 2011.

As of Dec. 31, 2013, the Company had $14.20 million in total
assets, $15.68 million in total liabilities and a $1.48 million
total shareholders' deficit.

For the three months ended Dec. 31, 2013, the Company reported net
income and comprehensive income of $3.17 million on $3.13 million
of product sales as compared with net income and comprehensive
income of $693,000 on $3.05 million of product sales for the same
period in 2012.

Response's Chief Executive Officer, Jeff Purvin, commented on
Response's 2013 performance, saying, "In addition to markedly
increasing our gross margin during the year, we increased or
maintained our sales levels almost everywhere in the world, except
for in China.  This is because we are implementing an entirely new
business strategy in China, a country which has historically
represented more than 60% of our annual sales.  After almost two
years worth of effort, we gained China regulatory clearances for
our products during the fourth quarter of 2013.  This allowed us
to quickly take action to improve the quality of our distribution
channels in China.  Soon after obtaining our regulatory
clearances, our relationships with our two original distributors
in China ended and we promptly replaced them with two new
distributors who we believe are substantially better motivated and
qualified to grow our sales in China.  Sales to our new
distributors in China in the fourth quarter replaced the quarter's
drop in sales from our two original distributors while sales in
the rest of the world were essentially unchanged compared to the
same quarter last year."

PricewaterhouseCoopers LLP, in Vancouver, British Columbia, 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 incurred recurring losses from
operations and has an accumulated deficit at Dec. 31, 2013, that
raises 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/o0JvWK

                    About Response Biomedical

Based in Vancouver, Canada, Response Biomedical Corporation
develops, manufactures and sells diagnostic tests for use with its
proprietary RAMP(R) System, a portable fluorescence immunoassay-
based diagnostic testing platform.  The RAMP(R) technology
utilizes a unique method to account for sources of error inherent
in conventional lateral flow immunoassay technologies, thereby
providing the ability to quickly and accurately detect and
quantify an analyte present in a liquid sample.  Consequently, an
end-user on-site or in a point-of-care setting can rapidly obtain
important diagnostic information.  Response Biomedical currently
has thirteen tests available for clinical and environmental
testing applications and the Company has plans to commercialize
additional tests.


REVOLUTION DAIRY: Seeks Final Decrees Closing Ch.11 Cases
---------------------------------------------------------
Bliss Dairy, as successor in interest to Revolution Dairy and
Highline Dairy, chapter 11 debtors, seeks final decrees in their
respective cases and for the cases to be closed pursuant to 11
U.S.C. Sec. 350 and Federal Bankruptcy Rule 3022.  Bliss Dairy
relates that the debtors' joint plan was confirmed on October 31,
2013, and that all payments required by the plan have been paid,
except for fees owed to the United States Trustee due to a
dispute, which will be resolved  prior to a hearing or be
presented for the Court to resolve at the hearing.  Bliss Dairy
also explained that the adversary proceeding brought by WesternAg
Credit, PCA against the debtors and others has been resolved and a
motion for approval of a settlement of all issues in that lawsuit
has been filed.  Bliss Dairy discloses that it will have paid over
$800,000 to professionals, $2,350,000 to secured creditors, and
over $895,000 to unsecured creditors under the plan by the time of
the motion is heard on April 15, 2014 at 11:00 a.m.  Objections to
the motion are due by April 7, 2014.

Bliss Dairy is represented by:

     Michael N. Zundel, Esq.
     Adam S. Affleck, Esq.
     T. Edward Cundick, Esq.
     PRINCE YEATES & GELDZAHLER
     15 W. South Temple, Ste 1700
     Salt Lake City, UT 84101
     Tel: 801-524-1000
     E-mail: mnz@princeyeates.com
             asa@princeyeates.com
             tec@princeyeates.com

                     About Revolution Dairy

Revolution Dairy LLC is one of the largest dairy farms in Utah.
Revolution Dairy and affiliate Highline Dairy, LLC, filed bare-
bones Chapter 11 petitions (Bankr. D. Utah Case Nos. 13-20770 and
13-20771) in Salt Lake City on Jan. 27, 2013.  Each of the Debtors
estimated $10 million to $50 million in assets and liabilities.

Managers of Revolution and Highline -- Robert and Judith Bliss --
also sought Chapter 11 protection (Case No. 13-20772).

Revolution Dairy, LLC, is represented by Michael N. Zundel, Esq.,
Adam S. Affleck, Esq., and T. Edward Cundick, Esq., at Prince,
Yeates & Geldzahler.  Highline Dairy, LLC, is represented by
George B. Hoffman, Esq., at Parsons Kinghorn & Harris.  Robert and
Judith Bliss are represented by David T. Berry, Esq., at Berry &
Tripp P.C.

The Debtors' cases are jointly administered under Case No.
13-20770.

The U.S. Trustee appointed five members to the official committee
of unsecured creditors.  The Committee tapped Snell and Wilmer
L.L.P. as its counsel.  Berkeley Research Group LLC serves as the
panel's financial advisor.

Judge R. Kimball Mosier entered on Nov. 1, 2013, an order
confirming the Joint Chapter 11 Plan of Revolution Dairy et al.
The effective date of the Plan was deemed to be Oct. 31, 2013.
The Plan contemplates the formation of Bliss LLC.  On or before
the Effective Date, Robert E. Bliss, Timothy S. Bliss, Michael
Bliss, and Justin Bliss would organize Bliss LLC into which
Revolution Dairy, LLC and Highline Dairy, LLC will merge.  All
Bliss Dairy Assets and all assets of Revolution and Highline will
be transferred and assigned free and clear of liens, claims, and
interests, to Bliss LLC on the Effective Date.  These transfers
will be effected by merger of Revolution and Highline into Bliss
LLC or by appropriate transfer documents.  Bliss LLC will, in
turn, assume the obligation to pay all Bliss Dairy Debts and all
of Revolution's and Highline's debts according to the terms of the
Plan.


RYNARD PROPERTIES: Wants to Use Fannie Mae's Cash Collateral
------------------------------------------------------------
Rynard Properties Ridgecrest LP asks for authorization from the
U.S. Bankruptcy Court for the Western District of Tennessee to use
Fannie Mae's cash collateral until September 2014.

The Debtor's income is derived from the operation and management
of the 256 unit multifamily apartment complex known as Ridgecrest
Apartments.  The Debtor is indebted to its primary lender, Fannie
Mae, in the approximate amount of $6 million.  Fannie Mae holds a
security interest in all the Debtor's accounts, accounts
receivable, rents and real property.  The Debtor believes that the
total value of the collateral pledged to Fannie Mae is
approximately $ 16 million.

The Debtor's continued use of its cash, accounts receivable and
rents is necessary to ensure that the Debtor has adequate working
capital to fund operations.  Adequate working capital is essential
to the maintenance and upkeep of the apartment complex and payment
of their vendors.  The use of cash collateral will ensure that the
Debtor is able to pay the ongoing expenses that arise in the
ordinary course of its business and to ensure the continuous
operation of the business during the pendency of the Chapter 11
case.  If the Debtor is unable to meet payroll, pay for current
utilities and supplies, and satisfy the numerous day-to-day
expenses incurred in its operation of the plants, the Debtor will
be forced to shut down.

The Debtor submits that the "protections contained in the order
and use of cash collateral within the framework of the budget will
constitute adequate protection for the interest of Fannie Mae
regarding such use of cash collateral as well as adequate
protection for the interest of Fannie for the continued use by the
Debtor of the other assets in which Fannie Mae has a lien.  The
budget contains provisions for Fannie Mae mortgage adequate
protection payment, insurance and taxes for payment each month
under this interim and final request."  A copy of the budget is
available for free at:

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

Rynard Properties Ridgecrest LP is a Tennessee limited
partnership.  Its principal place of business is 2881 Rangeline
Road, Memphis, TN 38127, and the Debtor operates a 256 unit
multifamily apartment complex of Section 8 housing named
Ridgecrest Apartments and currently has TESCO operating the
complex as leasing agent.

The Debtor filed a Chapter 11 bankruptcy petition (Bankr. W.D.
Tenn. Case No. 14-22674) on March 13, 2014.  John Bartle signed
the petition as secretary/treasurer of Ridgecrest LLC, general
partner of the Debtor.  In its schedules, the Debtor disclosed
$16,231,959 in total assets and $8,734,000 in total liabilities.
Toni Campbell Parker serves as the Debtor's counsel.  Judge Jennie
D. Latta oversees the case.

The Debtor says it has no creditors holding unsecured priority
claims.

According to the docket, the Chapter 11 plan and disclosure
statement are due July 11, 2014.


RYNARD PROPERTIES: Files Schedules of Assets and Liabilities
------------------------------------------------------------
Rynard Properties Ridgecrest LP filed with the U.S. Bankruptcy
Court for the Western District of Tennessee its schedules of
assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $15,000,000
  B. Personal Property            $1,231,959
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $8,500,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                                 $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $234,000
                                 -----------      -----------
        TOTAL                    $16,231,959       $8,734,000

Rynard Properties Ridgecrest LP is a Tennessee limited
partnership.  Its principal place of business is 2881 Rangeline
Road, Memphis, TN 38127, and the Debtor operates a 256 unit
multifamily apartment complex of Section 8 housing named
Ridgecrest Apartments and currently has TESCO operating the
complex as leasing agent.

The Debtor filed a Chapter 11 bankruptcy petition (Bankr. W.D.
Tenn. Case No. 14-22674) on March 13, 2014.  John Bartle signed
the petition as secretary/treasurer of Ridgecrest LLC, general
partner of the Debtor.  Toni Campbell Parker serves as the
Debtor's counsel.  Judge Jennie D. Latta oversees the case.

The Debtor says it has no creditors holding unsecured priority
claims.

According to the docket, the Chapter 11 plan and disclosure
statement are due July 11, 2014.


SAGITTARIUS RESTAURANTS: S&P Affirms 'B' CCR; Outlook Stable
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Lake Forest, Calif.-based Sagittarius Restaurants
LLC.  The outlook is stable.

At the same time, S&P affirmed its 'B' issue-level rating on the
company's $250 million first-lien credit facility, consisting of a
$40 million revolver and a $210 million term loan.  The recovery
rating on the credit facility remains unchanged at '3', indicating
meaningful (50%-70%) recovery of principal for lenders in the
event of payment default.  The company plans to use proceeds from
the term loan add-on to repay $$52 million of the company's PIK
operating company (OpCo) subordinated notes.

"The rating affirmation on Sagittarius follows the company's plan
to increase its term loan and use the proceeds to repay a portion
of the PIK OpCo subordinated notes.  In our view, the company's
"highly leveraged" financial risk profile assessment remains
unchanged, as the proposed transaction is leverage neutral and
only modestly improves EBITDA interest coverage to around 2.0x
from 1.7x in 2013," said credit analyst Samantha Stone.  "The
current rating is predicated on our expectation that credit
metrics will modestly improve, but will remain within the "highly
leveraged" financial risk profile over the next 24 months.  The
ratings on Lake Forest, Calif.-based Sagittarius, which operates
and franchises quick-service Mexican and American food restaurants
under the Del Taco brand, also reflect our assessment of the
company's "weak" business risk profile.  Our business risk
assessment incorporates the company's exposure to volatile
commodity costs, participation in the highly competitive quick-
service restaurant industry, and the risks associated with its
geographic concentration on the West Coast."

The stable outlook on Sagittarius reflects S&P's expectation that
credit measures will remain commensurate with a "highly leveraged"
financial risk profile.  S&P believes the company will balance its
cash flows among capital investments and debt reduction to offset
the PIK notes.  S&P expects the company to maintain "adequate"
liquidity and leverage in the low-6.0x area over the next 24
months.  S&P also expects modest margin expansion this year as
restaurant initiatives more than offset higher labor expenses and
commodity cost inflation.

Downside scenario

S&P would consider a downgrade if operating performance is weaker
than expected because of heightened competition or if EBITDA falls
by 15% or more as a result of greater-than-anticipated commodity
cost increases.  This could likely occur if, for example, costs
rise by about 150 basis points (bps) or more, and negative same-
store sales lead to interest coverage approaching 1.5x and
covenant cushion tightens to under 15%.

Upside scenario

S&P do not anticipate an upgrade over the near term, given the
company's elevated debt and our operating assumptions.  However,
S&P could raise the ratings if credit ratios are in line with an
"aggressive" financial risk profile, which could entail leverage
below 5x, which S&P views as highly unlikely over the near term,
given our operating assumptions and the company's current debt
balances.


SANTA FE GOLD: Tyhee Issues Notice of Bridge Loan Default
---------------------------------------------------------
Santa Fe Gold Corporation on March 31 disclosed that the purported
class action filed by Tony Cavanaugh, on behalf of himself and all
others similarly situated, in the Second Judicial District Court
of the State of New Mexico, County of Bernalillo, against the
Company, the five current members of its Board of Directors, and
Tyhee Gold Corp. and Tyhee Merger Sub, Inc. has been dismissed
without prejudice.

Santa Fe also discloses that Tyhee has failed to promptly pay to
Santa Fe a "break fee" of $300,000, which Tyhee is obligated,
pursuant to the terms of the merger agreement, to pay as promptly
as reasonably practical to Santa Fe, because Santa Fe terminated
the merger agreement as a result of Tyhee's failure to consummate
a "qualified financing" of $20 million.  In return, Tyhee has
provided Santa Fe with purported notice claiming a default under
its bridge loan agreement.  Tyhee has only advanced approximately
$1.75 million of principal and accrued interest under the $3.0
million facility.  Given the terms of the bridge loan and merger
agreements, Santa Fe believes that Tyhee's default notice is
wrongful.  As such, Santa Fe has provided Tyhee notice of its
intention to vigorously pursue enforcement of all its legal claims
against Tyhee.

The foregoing description of the Merger Agreement and Bridge Loan
Agreement does not purport to be complete, and is qualified in its
entirety by reference to (a) the Merger Agreement, which is
included as Exhibit 2.1 to Santa Fe's Current Report on Form 8-K,
dated January 27, 2014, which has been filed with the SEC and is
available at www.sec.gov and (b) the Bridge Loan Agreement, a copy
of which was filed, as Exhibit 2.1 to Santa Fe's Current Report on
Form 8-K, with the SEC on February 19, 2014 and is available at
www.sec.gov

                       About Santa Fe Gold

Santa Fe Gold is a U.S.-based mining and exploration enterprise
focused on acquiring and developing gold, silver, copper and
industrial mineral properties.  Santa Fe controls: (i) the Summit
mine and Lordsburg mill in southwestern New Mexico; (ii) a
substantial land position near the Lordsburg mill, comprising the
core of the Lordsburg Mining District; (iii) the Mogollon gold-
silver project, within trucking distance of the Lordsburg mill;
(iv) the Ortiz gold property in north-central New Mexico; (v) the
Black Canyon mica deposit near Phoenix, Arizona; and (vi) a
deposit of micaceous iron oxide (MIO) in Western Arizona.  Santa
Fe Gold intends to build a portfolio of high-quality, diversified
mineral assets with an emphasis on precious metals.


SEARS HOLDINGS: To Spin-Off Land's End Business
-----------------------------------------------
Sears Holdings Corporation's board of directors approved the
separation of its Lands' End business by means of a pro-rata spin-
off transaction.

To effect the spin-off, Sears Holdings will distribute all of the
outstanding shares of common stock of Lands' End, Inc., on a pro
rata basis to holders of Sears Holdings common stock, except that
holders of Sears Holdings' restricted stock that is unvested as of
the record date will receive cash awards in lieu of shares.  These
cash awards will be subject to vesting requirements.

The distribution will be made to Sears Holdings' stockholders of
record as of 5:30 p.m. Eastern time on March 24, 2014, the record
date for the distribution.  The distribution is expected to occur
on April 4, 2014.

In the distribution, Sears Holdings stockholders will receive
0.300795 shares of Lands' End common stock for each share of Sears
Holdings common stock held as of 5:30 p.m. Eastern time on the
record date.  Fractional shares of Lands' End common stock will
not be distributed.  Instead, fractional shares that Sears
Holdings stockholders would otherwise have been entitled to
receive after application of the foregoing ratio will be
aggregated and sold in the public market by the distribution
agent.  The aggregate cash proceeds of these sales, net of
brokerage fees and other expenses, then will be distributed pro
rata to those stockholders who otherwise would have been entitled
to receive fractional shares.

Following the spin-off, Sears Holdings will continue to be listed
on the NASDAQ Global Select Market under the symbol "SHLD," while
Lands' End expects to list its common stock on the NASDAQ Capital
Market under the symbol "LE."

The Company expects that, from a date determined by NASDAQ through
the distribution date, there will be two markets in Sears Holdings
common stock: a "regular-way" market and an "ex-distribution"
market.  Sears Holdings common stock that trades on the regular-
way market will trade with an entitlement to shares of Lands' End
common stock on the distribution date.  Sears Holdings common
stock that trades on the ex-distribution market will trade without
an entitlement to shares of Lands' End common stock on the
distribution date.

The Company expects that entitlements to the shares of Lands' End
common stock being distributed in the spin-off will also begin
trading on a "when-issued" market on NASDAQ from a date determined
by NASDAQ through the distribution date, after which time all
shares of Lands' End common stock and Sears Holdings common stock
will be traded on a regular settlement basis, or "regular-way"
market.

Following the spin-off, Lands' End will be a publicly traded
company independent from Sears Holdings, and Sears Holdings will
not retain any Lands' End common stock.

The distribution is subject to the satisfaction or waiver of a
number of conditions described in the registration statement filed
by Lands' End with the U.S. Securities and Exchange Commission.
Sears Holdings also reserves the right to withdraw and cancel the
distribution if, at any time prior to the distribution date, the
board of directors of Sears Holdings determines, in its sole
discretion, that the distribution is not in the best interest of
Sears Holdings or its stockholders, or that market conditions are
such that it is not advisable to consummate the distribution.

In connection with the spin-off, Lands' End is pursuing an asset-
based senior secured revolving credit facility, which would
provide for maximum borrowings of approximately $175 million with
a letter of credit sub-limit, and a senior secured term loan
facility of approximately $515 million.  The Company expects that
the proceeds of the Term Loan Facility will be used to pay a $500
million dividend to a subsidiary of Sears Holdings immediately
prior to consummation of the spin-off and to pay fees and expenses
associated with the foregoing facilities of $15 million.

                            About Sears

Hoffman Estates, Illinois-based Sears Holdings Corporation
(Nasdaq: SHLD) -- http://www.searsholdings.com/-- operates full-
line and specialty retail stores in the United States and Canada.
Sears Holdings operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation.  Sears Holdings also owns a
94 percent stake in Sears Canada and an 80.1 percent stake in
Orchard Supply Hardware.  Key proprietary brands include Kenmore,
Craftsman and DieHard, and a broad apparel offering, including
such well-known labels as Lands' End, Jaclyn Smith and Joe Boxer,
as well as the Apostrophe and Covington brands.  It also has the
Country Living collection, which is offered by Sears and Kmart.

Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002.  Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization.  John Wm. "Jack" Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, represented the retailer in its
restructuring efforts.  The Company's balance sheet showed
$16,287,000,000 in assets and $10,348,000,000 in debts when it
sought chapter 11 protection.  Kmart bought Sears, Roebuck & Co.,
for $11 billion to create the third-largest U.S. retailer, behind
Wal-Mart and Target, and generate $55 billion in annual revenues.
Kmart completed its merger with Sears on March 24, 2005.

For the year ended Feb. 1, 2014, the Company reported a net loss
attributable to Holdings' shareholders of $1.36 billion on $36.18
billion of merchandise sales and services as compared with a net
loss attributable to Holdings' shareholders of $930 million on
$39.85 billion of merchandise sales and services for the year
ended Feb. 2, 2013.

As of Feb. 1, 2014, the Company had $18.26 billion in total
assets, $16.07 billion in total liabilities and $2.18 billion in
total equity.

                           Junk Rating

Moody's Investors Service in January 2014 downgraded Sears
Holdings Corporate Family Rating to Caa1 from B3.  The rating
outlook is stable.

The downgrade reflects the accelerating negative performance of
Sears' domestic business with comparable sales falling 7.4% for
the quarter to date ending January 6th, 2014 compared to the prior
year. The company now expects domestic Adjusted EBITDA to decline
to a range of ($80 million) to $20 million for the fourth fiscal
quarter, compared with $365 million in the year prior period. For
the full year, Sears expects domestic Adjusted EBITDA loss between
$(308) million and $(408) million, as compared to $557 million
last year. Moody's expects full year cash burn (after capital
spending, interest and pension funding) to be around $1.2 billion
in 2013 and we expect Sears' cash burn to remain well above $1
billion in 2014. "Operating performance for fiscal 2013 is
meaningfully weaker than our previous expectations, and we expect
negative trends in performance to persist into 2014" said Moody's
Vice President Scott Tuhy.  He added "While Sears noted improved
engagement metrics for its "Shop Your Way" Rewards program,
Moody's remains uncertain when these improved engagement metrics
will lead to stabilization of operating performance."


SSH HOLDINGS: S&P Puts 'B' CCR on CreditWatch Negative
------------------------------------------------------
Standard & Poor's Rating Services placed all ratings, including
the 'B' corporate credit rating, on SSH Holdings Inc., the direct
parent of Egg Harbor Township, N.J.-based Spencer Spirit Holdings
Inc., on CreditWatch with negative implications.  In addition, S&P
placed its ratings on the subsidiaries on CreditWatch with
negative implications.

Mall-based retailer Spencer Spirit Holdings Inc. is working
towards an agreement to potentially acquire specialty retailer
Brookstone Inc., which is preparing to file for bankruptcy
protection in coming days.  Spencer is expected to pay about $120
million for struggling Brookstone, which missed an interest
payment to creditors in January, according to published reports.
Public information about the details of the potential transaction
or impact on the pro forma acquirer's capital structure remains
limited.

At this time S&P maintains its view of SSH's financial risk
profile as "highly leveraged" based on the company's aggressive
capital structure that includes costly payment-in-kind (PIK)
toggle notes issued last year.  The business risk profile remains
"weak," reflecting the retailer's exposure to highly seasonal,
holiday and costume businesses, as well as growth plans in the
increasingly competitive Halloween pop-up sector.

S&P expects to take a rating action and resolve the CreditWatch
when details of the transaction are announced, and given the 'B'
corporate credit rating and former negative outlook, there is some
rating downside if additional leverage is added.  S&P could affirm
the rating if there is no substantial change in the company's
overall capital structure.


SUN BANCORP: Files Form 10-K, Had $10 Million Loss in 2013
----------------------------------------------------------
Sun Bancorp, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss
available to common shareholders of $9.94 million on $105.08
million of total interest income for the year ended Dec. 31, 2013,
as compared with a net loss available to common shareholders of
$50.49 million on $115.43 million of total interest income in
2012.  The Company incurred a net loss available to common
shareholders of $67.50 million in 2011.

As of Dec. 31, 2013, the Company had $3.08 billion in total
assets, $2.84 billion in total liabilities and $245.33 million in
total shareholders' equity.

"Although we have taken a number of steps to reduce our credit
exposure, at December 31, 2013, we had approximately $40.5 million
in nonperforming assets and it is possible that we will continue
to incur elevated credit costs over the near term, which would
adversely impact our overall financial performance and results of
operations.  We cannot assure you that we will return to
profitability in the near term or at all," the Company said in the
Annual Report.

A copy of the Form 10-K is available for free at:

                         http://is.gd/KeIbHG

                         About Sun Bancorp

Sun Bancorp, Inc. (NASDAQ: SNBC) is a $3.23 billion asset bank
holding company headquartered in Vineland, New Jersey, with its
executive offices located in Mt. Laurel, New Jersey.  Its primary
subsidiary is Sun National Bank, a full service commercial bank
serving customers through more than 60 locations in New Jersey.

On April 15, 2010, Sun National Bank entered into a written
agreement with the OCC which contained requirements to develop and
implement a profitability and capital plan which provides for the
maintenance of adequate capital to support the Bank's risk profile
in the current economic environment.


TAMPA WAREHOUSE: Regions Bank Wants Case Converted or Dismissed
---------------------------------------------------------------
Regions Bank asks the Bankruptcy Court to reject Tampa Warehouse,
LLC's reorganization plan filed on March 5, 2014, and dismiss the
case or convert it to liquidation under Chapter 7 of the
Bankruptcy Code, saying that it has lost faith in the company's
management and commitment in advancing the Chapter 11 case.

The bank believes that it is best for the case to be dismissed or
converted to liquidation so that no further damage is done to its
collateral.

Tampa Warehouse and Fred D. Godley owe more than $18 million to
Regions Bank. The loan is secured by a mortgage lien and security
interest encumbering land and improvements of a property at 6422
Harney Road, in Tampa.

Jimmy R. Summerlin, Jr., Esq. -- JimmyS@hickorylaw.com -- at
Young, Morphis, Bach & Taylor, LLP, in Hickory, North Carolina,
contends that Tampa Warehouse has no chance of a successful
reorganization in view of the bank's plan objection, because the
bank's claim heavily outweighs the potential class of unsecured
creditors.

Mr. Summerlin notes that Tampa Warehouse never proposed to satisfy
its bank obligation under any business scheme and that its
finances are dominated by the bank's claim.  Mr. Summerlin further
asserts that Chapter 11 would not enable Tampa Warehouse to cram
down any plan upon the bank.

The Court will hear Regions Bank's dismissal request on April 9,
2014, at 9:30 in the morning.

Regions Bank is an Alabama state chartered bank.

                      About Tampa Warehouse

Tampa Warehouse, LLC, filed a Chapter 11 petition (Bankr. W.D.N.C.
Case No. 13-32547) in Charlotte, North Carolina, on
Dec. 5, 2013.

The Debtor, a Single Asset Real Estate as defined in 11 U.S.C.
Sec. 101(51B), estimated at least $10 million in assets and
between $10 million and $50 million in liabilities.  The Debtor
said its principal asset is located at 6422 Harney Road, in Tampa,
Florida.

Fred D. Godley, as member and manager, signed the bankruptcy
petition.  Owners of the Debtor are:  Charlotte Housing for the
Elderly (145543%), Clinton Housing for the Elderly (6.951%), Fred
D. Godley (12.516%), Monroe Housing for the Elderly (12.516%) and
Rocky Mount Housing for the Elderly (12.403%).

According to the docket, the deadline to file proofs of claim
against the Debtor is on April 15, 2014.

Judge Laura T. Beyer oversees the case.  The Debtor is represented
by represented by Joshua B Farmer, Esq., at Tomblin, Farmer &
Morris, PLLC, in Rutherfordton, North Carolina.  Michael R. Nash,
CPA, PLLC, serves as accountants.

The Bankruptcy Administrator said in December that an official
committee under 11 U.S.C. Sec. 1102 has not been appointed in the
case.

Jimmy R. Summerlin, Jr., Esq., at Young, Morphis, Bach & Taylor,
LLP, represents lender Regions Bank.


TELX GROUP: S&P Rates New 1st Lien Secured Credit Facilities 'B-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B-'
corporate credit rating on The Telx Group Inc.  The outlook is
stable.

At the same time, S&P assigned its 'B-' issue-level rating and '3'
recovery rating to the company's proposed first-lien senior
secured credit facilities, consisting of a proposed $110 million
revolving credit facility due 2019 and a $450 million first-lien
term loan due 2020.  The '3' recovery rating indicates S&P's
expectation for meaningful (50% to 70%) recovery for lenders in a
payment default.  Additionally, S&P assigned its 'CCC' issue-level
rating and '6' recovery rating to the proposed $185 million
second-lien term loan due 2021.  The '6' recovery rating indicates
S&P's expectation for negligible (0% to 10%) recovery for lenders
in a payment default.

S&P expects the company to use proceeds from the proposed credit
facility, along with the $78 million of new holding company notes
(unrated), to refinance its senior secured credit facility ($369
million outstanding as of Dec. 31, 2013), and redeem its $170
million of 12% senior unsecured notes due 2019.  In addition, the
company will pay an approximately $150 million dividend to its
financial sponsors.

"The rating affirmation reflects our expectation that the proposed
transaction, despite increasing leverage, will not materially
affect liquidity or coverage ratios, as cash-based interest
expense remains mostly unchanged due to the redemption of its
high-coupon mezzanine debt," said Standard & Poor's credit analyst
Michael Altberg.

Pro forma for the refinancing and dividend payment, S&P expects
lease-adjusted debt to EBITDA for 2014 to be steep, at about 13.1x
based on its projections.  Excluding noncash rent expense, lease-
adjusted debt to EBITDA is still high, at about 10.5x.  The
proposed $78 million holding company notes carry a 13.5% coupon,
payable in kind for the life of the notes.  As a result, S&P
expects cash interest coverage to be healthy, at about 3x on a pro
forma basis.  Additionally, the transaction does not alter S&P's
expectations for free operating cash flow (FOCF), although S&P
believes that FOCF will be negative in 2014 based on elevated
capital spending.

The ratings on Telx reflect the company's "fair" business risk
profile and "highly leveraged" financial risk profile.  S&P's
business risk assessment reflects the highly competitive
environment for data center operators, and the capital-intensive
requirements of its expansion strategy.  Partially tempering these
risk factors are the favorable intermediate-term growth prospects
of the data center industry, the relative stickiness of Telx's
business model of providing interconnection services within
strategically located facilities, and good degree of revenue
predictability reflecting multiyear contracts and low monthly
revenue churn compared to peers.

The stable rating outlook reflects S&P's expectation that despite
the company's high debt leverage, liquidity should remain adequate
over the next 12 months based on borrowing availability under the
revolving credit facility and S&P's estimate that FFO to debt will
remain in the low-single digit percent area.  In addition, S&P
believes that FOCF could turn positive in 2015 or 2016 assuming a
decline in capital spending.

At the current rating level, a downgrade would likely result from
unforeseen pressure on the company's liquidity position.  For
example, S&P could lower the rating if the company were to
severely miss our revenue growth expectations or fail to improve
utilization in newly expanded facilities, in conjunction with
ongoing substantial cash outlays, negative FOCF, and substantial
revolver usage.

The company's elevated leverage likely precludes an upgrade in the
near term.  Longer term, S&P could consider an upgrade if the
company reduced leverage to the 6x to 7x range, especially if this
were accompanied by continued growth, positive FOCF, and continued
low revenue churn.


THOMPSON CREEK: To Offer $1 Billion Worth of Securities
-------------------------------------------------------
Thompson Creek Metals Company Inc. filed with the U.S. Securities
and Exchange Commission a Form S-3 registration statement relating
to the sale of up to $1,000,000,000 in the aggregate of:
   * common shares;
   * first preferred shares, which may be represented by
     depositary shares;
   * debt securities;
   * guarantees by the subsidiary guarantors of the Company's
     debt securities;
   * warrants;
   * stock purchase contracts;
   * stock purchase units; or
   * any combination of the foregoing.

The Company's common shares are traded on the New York Stock
Exchange and the Toronto Stock Exchange under the symbols "TC" and
"TCM," respectively.

A copy of the Form S-3 prospectus is available for free at:

                         http://is.gd/X0GKqA

                     About Thompson Creek Metals

Thompson Creek Metals Company Inc. is a growing, diversified North
American mining company.  The Company produces molybdenum at its
100%-owned Thompson Creek Mine in Idaho and Langeloth
Metallurgical Facility in Pennsylvania and its 75%-owned Endako
Mine in northern British Columbia.  The Company is also in the
process of constructing the Mt. Milligan copper-gold mine in
central British Columbia, which is expected to commence production
in 2013.  The Company's development projects include the Berg
copper-molybdenum-silver property and the Davidson molybdenum
property, both located in central British Columbia.  Its principal
executive office is in Denver, Colorado and its Canadian
administrative office is in Vancouver, British Columbia.  More
information is available at http://www.thompsoncreekmetals.com

The Company's balance sheet at March 31, 2013, showed $3.42
billion in total assets, $2.04 billion in total liabilities and
$1.37 billion in stockholders' equity.

                           *     *     *

As reported by the TCR on Aug. 14, 2012, Standard & Poor's Ratings
Services lowered its long-term corporate credit rating on Denver-
based molybdenum miner Thompson Creek Metals Co. to 'CCC+' from
'B-'.  "These rating actions follow Thompson Creek's announcement
of weaker production and higher cost expectations through next
year," said Standard & Poor's credit analyst Donald Marleau.

In the May 9, 2012, edition of the TCR, Moody's Investors Service
downgraded Thompson Creek Metals Company Inc.'s Corporate Family
Rating (CFR) and probability of default rating to Caa1 from B3.
Thompson Creek's Caa1 CFR reflects its concentration in
molybdenum, relatively small size, heavy reliance currently on two
mines, and the need for favorable volume and price trends in order
to meet its increasingly aggressive capital expenditure
requirements over the next several years.


TOWER INTERNATIONAL: S&P Raises CCR to 'BB-'; Stable Outlook
------------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit on Michigan-based auto supplier Tower
International Inc. to 'BB-' from 'B+'.  The outlook is stable.  At
the same time, S&P raised its issue rating on the company's $420
million senior secured term loan to 'BB-' from 'B+'.  The '4'
recovery rating on the debt remains unchanged, indicating S&P's
expectation that debtholders would realize average recovery (30%-
50%) in the event of a default.

The rating on Tower reflects S&P's view of the company's financial
risk profile as "significant," based on declining debt levels and
improved free operating cash flow generation, and its business
risk profile as and "weak," based on the cyclical and highly
competitive industry it operates in.

The outlook is stable.  "We expect that Tower will be able to
manage its debt level in line with our expectations (at less than
4.0x) and will be able to generate FOCF to total debt of at least
10%," said Standard & Poor's credit analyst Lawrence Orlowski.

While unlikely in the coming year, S&P could raise the rating if
it expects debt to EBITDA at or less than 3.0x on a sustainable
basis.  Moreover, S&P would also expect the company to generate
FOCF to adjusted debt of at least 15% on a sustained basis.

S&P could lower the rating if global vehicle demand began to
decline or if the company was not able to maintain operational
efficiency, thereby weakening its ability to generate solid FOCF
in line with S&P's expectation for the rating or pushing its debt
level above 4x.  This could occur if, for instance, revenue growth
were flat to negative in 2015 and the gross margin (excluding
depreciation and amortization expenses) fell below 15.5%.


UTSTARCOM INC: Himanshu Shah Stake at 25.9% as of March 11
----------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Himanshu H. Shah and his affiliates disclosed
that as of March 11, 2014, they beneficially owned 9,852,302
shares of common stock of UTStarcom Holdings Corp. representing
25.99 percent of the shares outstanding.  A copy of the regulatory
filing is available for free at http://is.gd/UGkKRa

                      About UTStarcom, Inc.

UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a
global leader in IP-based, end-to-end networking solutions and
international service and support.  The Company sells its
solutions to operators in both emerging and established
telecommunications markets around the world.  UTStarcom enables
its customers to rapidly deploy revenue-generating access services
using their existing infrastructure, while providing a migration
path to cost-efficient, end-to-end IP networks.  The Company's
headquarters are currently in Alameda, California, with its
research and design operations primarily in China.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $6.67 million.  UTStarcom Holdings reported a net loss
of $35.57 million in 2012, net income of $11.77 million in 2011
and a net loss of $65.29 million in 2010.

The Company's balance sheet at Sept. 30, 2013, showed $390.64
million in total assets, $217.32 million in total liabilities and
$173.31 million in total equity.


VAIL LAKE: Hearing on Case Dismissal Bid Moved to June 26
---------------------------------------------------------
Angela Chen Sabella and Dynamic Financial Corp. filed a motion to
dismiss the bankruptcy case of Vail Lake Rancho California, LLC,
which the debtor opposed.  After the movants and the debtor
entered into their first stipulation continuing dates and
deadlines regarding the motion, the debtor and certain major
constituents participated in a mediation "and since that time
. . . have made great progress towards arriving at a consensual,
global resolution."  As a result, the debtor and the movants
"agreed to continue the hearing on the Motion and related due
dates for briefs in order to allow the parties who participated in
the mediation to focus their attention on a global resolution."

Under a second stipulation, the debtor's deadline to file a
supplement is June 5, the movants' deadline to file a reply to any
supplement is June 19, and the hearing on the motion will be on
June 26, 2014 at 2:30 p.m.

                 About Vail Lake Rancho California

Vail Lake Rancho California, LLC, and its affiliates own the
California campground Vail Lake Resort. Vail Lake is a large
reservoir in western Riverside County, California, located on
Temecula Creek in the Santa Margarita River watershed,
approximately 15 miles east of Temecula, California.  Properties
cover approximately 9,000 acres and have an estimated water
storage capacity of approximately 51,000 acre-feet.

On Dec. 26, 2012, creditors of Vail Lake filed an involuntary
Chapter 11 petition (Bankr. S.D. Cal. Case No. 12-16684) for Vail
Lake.  In a filing on June 6, 2013, the Debtor said it consents to
the entry of an order for relief and does not contest the
involuntary Chapter 11 petition.

On June 5, 2013, the company sent 5 related entities -- Vail Lake
USA, LLC ("VLU"), Vail Lake Village & Resort, LLC ("VLRC"), Vail
Lake Groves, LLC, Agua Tibia Ranch, LLC, and Outdoor Recreational
Management, LLC -- to Chapter 11 bankruptcy.

The new debtors have sought and obtained an order for joint
administration of their Chapter 11 cases with Vail Lake Rancho
(Case No. 12-16684).

The Debtors are represented by attorneys at Cooley LLP and
Phillips, Haskett & Ingwalson, A.P.C.  The Debtor also employed
Thomas C. Hebrank and E3 Realty Advisors, Inc., with Mr. Hebrank
serving as the Debtors' chief restructuring officer.

The Debtors' consolidated assets, as of May 31, 2013, total
$291,016,000 and liabilities total $52,796,846.


VAIL LAKE: Has 2nd Stipulation to Use Cash Collateral
-----------------------------------------------------
Vail Lake Rancho California, LLC and Cambridge Financial of
California, LLC, the Debtors' primary secured lender which filed
over $116 million of claims, entered into a first stipulated use
of cash collateral which expired on February 28, 2014.  The
debtors, Cambridge, and certain other secured creditors entered
into the second stipulation following mediation as a result of
which the "Debtors are optimistic about the prospect of reaching a
global settlement that paves the way for confirmation of a chapter
11 plan."

The debtors disclose in their motion to approve the new
stipulation that the "Second Stipulation is part of the Debtors'
overall strategy to sell certain of the Debtors' non-core
properties to preserve the Debtors' core operating properties."
The debtors explain that "[a]bsent the use of the Cash Collateral,
the Debtors will not have sufficient working capital and financing
to continue the operation of their businesses and to administer
and preserve their value."

The stipulation validates certain liens and amounts asserted by
the secured creditors.  The debtors justify the validation because
the cases have been pending for over seven months, the debtors
reviewed the claims, and no other parties have challenged the
claims.  In exchange for the validations, no replacement liens or
super-priority administrative claims were granted as adequate
protection.  The second stipulation allows for use of cash
collateral consistent with the approved budget so long as there
are no defaults under the stipulated terms, including promptly
collecting and depositing all cash collateral, providing Cambridge
with monthly detailed accounting reports and access to financial
information.  It also provides Cambridge with up to $400,000 from
the proceeds of any sales related to certain real property and
Cambridge agreed to carve out up to $750,000 from its secured
claim to pay the debtors' professionals, such amount to serve as
the only Section 506(c) surcharge available to the debtors and
their professionals.

The stipulation further details the parties' agreement to the sale
of certain real property under Section 363 of the Bankruptcy Code.
Specifically, XD Conejo will serve as the stalking horse bidder
for one parcel and will be allowed to credit bid the amount of its
debt evidenced by its proof of claim number 30 from its junior
secured position, subject to senior lien claims.

The debtors and their secured creditors also request that any
order approving the stipulation "include that sale of Parcel F is
to be conducted on a parallel track with the sale of Parcel E,
with the sale of Parcel F to be held immediately after, and in no
event later than five days after, the sale of Parcel E"; and
"include that the holder of the claim evidenced by Cambridge VLR
claim no. 23 be the stalking horse bidder in the sale of Parcel
F."  The debtors disclose that they will be filing sale motions
for these parcels incorporating these terms.

The Honorable Louise DeCarl Adler will consider approval of the
second stipulation on April 10, 2014 at 2:00 p.m.

                 About Vail Lake Rancho California

Vail Lake Rancho California, LLC, and its affiliates own the
California campground Vail Lake Resort. Vail Lake is a large
reservoir in western Riverside County, California, located on
Temecula Creek in the Santa Margarita River watershed,
approximately 15 miles east of Temecula, California.  Properties
cover approximately 9,000 acres and have an estimated water
storage capacity of approximately 51,000 acre-feet.

On Dec. 26, 2012, creditors of Vail Lake filed an involuntary
Chapter 11 petition (Bankr. S.D. Cal. Case No. 12-16684) for Vail
Lake.  In a filing on June 6, 2013, the Debtor said it consents to
the entry of an order for relief and does not contest the
involuntary Chapter 11 petition.

On June 5, 2013, the company sent 5 related entities -- Vail Lake
USA, LLC ("VLU"), Vail Lake Village & Resort, LLC ("VLRC"), Vail
Lake Groves, LLC, Agua Tibia Ranch, LLC, and Outdoor Recreational
Management, LLC -- to Chapter 11 bankruptcy.

The new debtors have sought and obtained an order for joint
administration of their Chapter 11 cases with Vail Lake Rancho
(Case No. 12-16684).

The Debtors are represented by attorneys at Cooley LLP and
Phillips, Haskett & Ingwalson, A.P.C.  The Debtor also employed
Thomas C. Hebrank and E3 Realty Advisors, Inc., with Mr. Hebrank
serving as the Debtors' chief restructuring officer.

The Debtors' consolidated assets, as of May 31, 2013, total
$291,016,000 and liabilities total $52,796,846.


VCW ENTERPRISES: UST Seeks Conversion or Dismissal
--------------------------------------------------
The United States Trustee filed a motion for an order compelling
VCW Enterprises, Inc., d/b/a M&W Precast, f/k/a Modern Precast
Concrete, Inc., to file plan implementation and disbursement
reports and to pay all outstanding statutory fees or else have its
case converted to chapter 7.  The UST explained that the debtor's
plan was confirmed on May 30, 2013, but that the debtor failed to
file and serve the post-confirmation reports required by local
bankruptcy rules and the trustee's operating guidelines for the
fourth quarter of 2013.  Moreover, the debtor is not current on
payment of post-confirmation fees to the UST pursuant to 28 U.S.C.
Sec. 1930(a)(6), which cannot be determined without the required
reports.  As a result, the UST argues that cause exists for
dismissal or conversion of the case pursuant to 11 U.S.C. Sec.
1112(b).  A hearing is set for April 24, 2014 at 11:00 a.m., by
which time the debtor's reports will be due for the first quarter
of 2014.


                       About Modern Precast

Modern Precast Concrete, Inc. filed a Chapter 11 petition (Bankr.
E.D. Penn. Case No. 12-21304) on Dec. 16, 2012, in Reading,
Pennsylvania.  Aaron S. Applebaum, Esq. and Barry D. Kleban, Esq.,
at McElroy Deutsch Mulvaney & Carpenter LLP, in Philadelphia, Pa.,
serve as counsel to the Debtor.  The Debtor estimated up to
$50 million in both assets and liabilities.  West Family
Associates, LLC (Case No. 12-21306) and West North, LLC (Case No.
12-21307) also sought Chapter 11 protection.  The petitions were
signed by James P. Loew, chief financial officer.

Founded in 1946 as Woodrow W. Wehrung Excavating, Modern Precast
is a leading manufacturer and distributor of precast concrete
structures, pipes and related products.  Modern also purchases and
resells related products.  Modern operates from two facilities, a
91,010 square-foot facility in Easton, Pennsylvania and a 43,784
square-foot facility in Ottsville, Pennsylvania.

Modern is a single source supplier of virtually every precast
concrete product needed for residential, commercial/industrial,
Department of Transportation and municipality projects.

Modern, on a consolidated basis, generated revenues of
$23.4 million and $19.4 million and operating EBITDA of
$1.4 million and ($382,000) for years 2010 and 2011, respectively.

The Debtors have tapped Beane Associates, Inc. as financial
restructuring advisor; and Barry D. Kleban, Esq., and Aaron S.
Applebaum, Esq., at McElroy Deutsch Mulvaney & Carpenter LLP, as
attorneys.  Griffin Financial Group, LLC serves as investment
banker.

The Official Committee of Unsecured Creditors is represented by
Ciardi Ciardi & Astin.  The Committee tapped Eisneramper LLP as
its accountants and financial advisor.

On Jan. 18, 2013, the Bankruptcy Court approved the sale of the
substantially all of the Debtors' assets to OldCastle Precast,
Inc., for a total proposed purchase price of $7,800,000 to the
Debtors, subject to certain adjustments.  The Debtor changed its
name to VCW Enterprises, Inc., doing business as M&W Precast,
following the sale.

VCW Enterprises, doing business as M&W Precast, formerly known as
Modern Precast Concrete, Inc., on May 30, 2013, won confirmation
of its First Amended Plan of Liquidation that provides for (i) the
disposition of the Debtor's remaining assets; (ii) the
establishment of the Liquidating Trust; and (iii) a mechanism to
distribute the proceeds to the holders of Allowed Claims.  The
Plan also provides for payment in full of all Allowed
Administrative Claims.


VIASYSTEMS GROUP: S&P Cuts CCR to 'B+' on Slow Recovery From Fire
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on St. Louis, Mo.-based Viasystems Group Inc. to
'B+' from 'BB-'.  The outlook is stable.

At the same time, S&P lowered its issue-level rating on the
company's $550 million senior secured notes due 2019 to 'B+' from
'BB-'.  The recovery rating remains '4', reflecting S&P's
expectation for average recovery (30% to 50%) in the event of
payment default.

"The rating action reflects the revision of our financial risk
profile assessment to 'aggressive' from 'significant' based on
Viasystems' leverage, which we expect to remain in the 4x area
over the next 12 months, and free operating cash flow, which we
expect to be negative as the company rebuilds capacity after the
factory fire," said Standard & Poor's credit analyst Christian
Frank.

Profits have improved sequentially in the quarters following the
fire, albeit at a slower pace than S&P had expected.  The ratings
also reflect the company's "weak" business risk profile derived
from its competitive and fragmented operating environment and the
cyclicality of the PCB industry.

The stable outlook reflects S&P's view that 2013 represents a
near-term low point in operating performance because first-half
results were materially affected by the Guangzhou fire, and that
strength in the company's automotive and telecommunications
segments will allow it to improve from second-half run rates in
2014.

S&P could raise the rating if strong end-market demand results in
EBITDA growth, such that leverage falls to the low- to mid-3x area
and the company generates positive FOCF.

S&P could lower the rating if increased competition, or rising
input or labor costs, cause margins to compress resulting in
leverage over 5x or negative FOCF on a sustained basis.


VIGGLE INC: Amends Term Loan Agreement with Deutsche Bank
---------------------------------------------------------
Viggle Inc. entered into an amendment to the Company's term loan
agreement with Deutsche Bank Trust Company Americas.  The Term
Loan Facility with Deutsche Bank currently has $30,000,000 in
principal amount.  Pursuant to the Amendment, the principal amount
was increased to $35,000,000.

Repayment of the Term Loan Facility is guaranteed by Robert F.X.
Sillerman, the Company's executive chairman, chief executive
officer, director and prinipal stockholder, and the guaranty
continues in place following the Amendment.  Concurrently with the
Amendment on March 11, 2014, the Company also entered into a
Pledge and Security Agreement with Deutsche Bank pursuant to which
the Company agreed to provide Deutsche Bank a security interest in
and a pledge of $5,000,000 cash account as collateral to secure
the prompt and timely payment of all obligations under the Term
Loan Facility.  The Pledge and Security Agreement will remain in
place as long as there are any obligations outstanding under the
Term Loan Facility.

Software License and Services Agreement

The Company entered into a Software License and Services Agreement
with SFX Entertainment, Inc, on March 10, 2014.  Pursuant to the
terms of the License Agreement, SFX paid the Company $5,000,000 to
license the Company's audio recognition software and related
loyalty platform for a term of ten years.  SFX may use the
software for its own internal business purposes and may sublicense
the software only to its affiliates or to its co-promoters.  In
addition, the Company will provide support and professional
services.  Rates for support and development services will be
charged at $150, which the Company may increase after the first
year to its average hourly rate for the services.  The Company
will also pay SFX 50 percent of its net revenues from the license
of the software to any third party.  If SFX elects to renew the
agreement after the initial ten year term for an additional ten
year term, it will make an additional $5 million payment to the
Company upon the renewal.  During the term of the agreement, the
Company may not license the software to any third party that
directly competes with SFX in the promotion of dance music.  SFX
agrees that it will not use the software for any business that
directly competes with the Company in the field of entertainment
rewards.  To the extent that the Company offers terms and
conditions to a third-party licensing the software that are, when
taken as a whole, more favorable than the terms and conditions
provided to SFX, the Company agrees to provide SFX with the same
terms and conditions as the third party on a prospective basis.

Mr. Sillerman, the Company's executive chairman, chief executive
officer, director and principal stockholder, is also Chairman and
chief executive officer of SFX, and Mr. Mitchell J. Nelson, who
serves as a member of the Company's Board of Directors, also
provides legal services to SFX.  In addition, two additional
members of the Company's Board, Mr. Michael Meyer and Mr. John D.
Miller, also serve on the Board of SFX.  Due to the affiliate
nature of the transaction, a special committee of the independent
members of the Company's Board approved the transaction.

                            About Viggle

New York City-based Viggle Inc. is a loyalty marketing company.
The Company has developed a loyalty program for television that
gives people real rewards for checking into the television shows
they are watching on most mobile operating system.  Viggle users
can redeem their points in the app's rewards catalog for items
such as movie tickets, music, or gift cards.

Viggle incurred a net loss of $91.40 million on $13.90 million of
revenues for the year ended June 30, 2013, as compared with a net
loss of $96.51 million on $1.73 million of revenues during the
prior year.  As of Dec. 31, 2013, the Company had $60.63 million
in total assets, $53.94 million in total liabilities, $37.71
million in series A convertible redeemable preferred stock, and a
$31.02 million total stockholders' deficit.

BDO USA, LLP, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended
June 30, 2013.  The independent auditors noted that the Company
has suffered recurring losses from operations and at June 30,
2013, has deficiencies in working capital and equity that raise
substantial doubt about its ability to continue as a going
concern.


VIGGLE INC: Amends Form S-1 Registration Statement
--------------------------------------------------
Viggle Inc. amended its Form S-1 registration statement relating
to the offering of an undetermined amount of shares of the
Company's common stock.

The Company effected a reverse stock split on a 1-for-80 basis on
March 19 , 2014.  The Company also will effect a recapitalization
of its outstanding preferred stock, converting all preferred stock
into shares of common stock.

The Company's common stock is currently quoted on the OTCQB
marketplace and trades under the symbol "VGGL."  The last reported
sale price of the Company's common stock on the OTCQB marketplace
on March 14, 2014, was $ 32.00 per share after giving effect to
the reverse stock split.  The public offering price of the
Company's shares of common stock in this offering is expected to
be between $____ and $_____ per share.  The Company has applied to
list its common stock on the Nasdaq Capital Market and expect that
listing to occur concurrently with the closing of this offering.

A copy of the Form S-1/A is available for free at:

                        http://is.gd/gSqR2Z

                           About Viggle

New York City-based Viggle Inc. is a loyalty marketing company.
The Company has developed a loyalty program for television that
gives people real rewards for checking into the television shows
they are watching on most mobile operating system.  Viggle users
can redeem their points in the app's rewards catalog for items
such as movie tickets, music, or gift cards.

Viggle incurred a net loss of $91.40 million on $13.90 million of
revenues for the year ended June 30, 2013, as compared with a net
loss of $96.51 million on $1.73 million of revenues during the
prior year.  As of Dec. 31, 2013, the Company had $60.63 million
in total assets, $53.94 million in total liabilities, $37.71
million in series A convertible redeemable preferred stock, and a
$31.02 million total stockholders' deficit.

BDO USA, LLP, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended
June 30, 2013.  The independent auditors noted that the Company
has suffered recurring losses from operations and at June 30,
2013, has deficiencies in working capital and equity that raise
substantial doubt about its ability to continue as a going
concern.


VITERA HEALTHCARE: S&P Lowers CCR to 'B-'; Stable Outlook
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Tampa, Fla.-based Vitera Healthcare Solutions LLC to
'B-' from 'B'.  The outlook is stable.

At the same time, S&P lowered the issue-level rating on the
company's $30 million senior secured revolving credit facility and
$360 million first-lien term loan to 'B' from 'B+' with a recovery
rating of '2', indicating S&P's expectation for substantial (70%
to 90%) recovery of principal in the event of default.  In
addition, S&P lowered the issue level rating on the $180 million
senior secured second-lien term loan to 'CCC' from 'CCC+' with a
recovery rating of '6', indicating S&P's expectation for
negligible (0%-10%) recovery in the event of a payment default.

"The downgrade reflects Vitera's rising leverage, which we expect
will reach nearly 8x on a pro forma basis by fiscal year-end 2014,
due to operational and integration issues arising from the
acquisition of Greenway Medical Technologies Inc.," said Standard
& Poor's credit analyst Andrew Chang.  "The stable outlook
reflects our view that, despite an elevated leverage profile over
the near term as Vitera integrates the Greenway acquisition, the
company will generate at least break-even FOCF while maintaining
adequate liquidity," added Mr. Chang.

"We currently view Vitera's business risk profile as "weak."
Despite recent acquisitions of Greenway and SuccessEHS, the
company is still a small participant in a highly fragmented heath
care information technology (HCIT) market, which includes
companies with greater scale and financial resources.  Further,
integration of Greenway, although still early, has been
challenging due to the departure of certain sales staff and
revenues below expectations arising from a higher-than-expected
revenue mix shift to subscription sales from license sales.  While
we maintain our view that Greenway's stronger product portfolio
will benefit Vitera over a longer term, we remain cautious of
operational risks as Vitera integrates the acquisition and
implements cost cuts, especially as it migrates its customers to
Greenway's faster-growing platform," S&P noted.

S&P considers absolute profitability to be "below average" but
volatility of profitability as "fair" given the relatively stable
nature of the software business.  S&P views the industry risk as
"intermediate" and the country risk as "very low."  In S&P's
assessment, the company's management and governance is "fair."

S&P views Vitera's financial risk profile as "highly leveraged."
S&P expects pro forma adjusted leverage to increase to near the 8x
area by fiscal year-end 2014 from the mid-6x area as of fiscal
year-end 2013 as higher margin license sales decline during the
integration process.  Funds from operations (FFO) to debt is
expected to be near 6%, which is at the lower end of S&P's "highly
leveraged" category.  At the same time, S&P expects FOCF to be
breakeven to modestly positive during the year given relatively
high recurring revenues and moderate capital expenditures.


WALL STREET SYSTEMS: Moody's Rates New $485MM 1st Lien Debt 'B3'
----------------------------------------------------------------
Moody's Investors Service rated Wall Street Systems Holdings,
Inc's ("WSS") new $485 million first lien senior secured credit
facilities at B3 and affirmed the Corporate Family Rating ("CFR")
and the Probability of Default Rating ("PDR") at B3 and B3-PD,
respectively. WSS will use proceeds of the refinancing, along with
proceeds from the planned sale of its FSS business, to repay the
existing $381 million first lien debt and $165 million second lien
debt. The outlook is stable. The ratings of the existing debt will
be withdrawn following closing of the new credit facilities.

Ratings Rationale

Due to the lower interest rate and reduced debt, reported interest
expense will decline by $17 million (from $42 million in 2013),
improving liquidity. As part of the refinancing, WSS will sell its
FSS business to ION Trading Technologies, which is a subsidiary of
ION Investment Group.

Although the leverage will improve to the mid-5x EBITDA level
(Moody's adjusted) as a result of the debt reduction, Moody's
believe that WSS is likely near the end of its deleveraging and
that a debt-financed equity distribution is a near term risk given
the new credit facilities' $75 million accordion option. The B3
CFR reflects WSS's high leverage given WSS's relatively small
scale as a niche provider of software and services for corporate
treasury management, foreign exchange trade processing, and
Central Bank reserve management. As WSS has already generated
significant operational efficiencies over the past two years,
Moody's believe that there will be limited opportunity for further
cost reductions. WSS has a solid market position, although as a
niche participant, and the company has a recurring revenue base
driven by a subscription-based model and minimal client attrition
(e.g., 95%+ revenue retention rate). This produces stable funds
from operations (FFO) though somewhat variable cash from
operations (CFO) due to working capital movements.

The stable outlook reflects Moody's expectation that WSS will
maintain its solid market position and generate low single-digit
annual organic revenue growth, as WSS further penetrates the
foreign exchange trading and central bank markets. Moody's expects
debt to EBITDA (Moody's adjusted) to decline to around 5x times
over the next year as a result of EBITDA growth and modest debt
amortization. Nevertheless, as WSS has reduced debt to the mid 5x
level (Moody's adjusted), Moody's believe that WSS will not
sustain leverage below the mid 5x level prior to making another
debt-financed distribution.

The ratings could be upgraded if WSS were to increase market share
such that revenues and operating income are on-course to grow
organically in the upper single digits, resulting in increasing
EBITDA and free cash flow (FCF). Moody's would further expect that
WSS would demonstrate a more conservative financial policy by
using this increased FCF to reduce debt by at least 10% per year
and refraining from debt-financed acquisitions or equity
distributions. Based on these actions, Moody's would expect that
the ratio of debt to EBITDA (Moody's adjusted) would be sustained
below 5.5x.

The rating could be downgraded if WSS were to experience net
customer attrition or steadily declining EBITDA margins (Moody's
adjusted), both of which would imply a weakening competitive
position. Moreover, the rating could also be downgraded if WSS
were to pursue a more aggressive financial policy, including debt-
financed acquisitions or share repurchases, such that we expect
that debt to EBITDA (Moody's adjusted) will remain above 6x.

Assignments:

Issuer: Wall Street Systems Holdings, Inc

  Senior Secured Bank Credit Facility, Assigned B3

  Senior Secured Bank Credit Facility, Assigned B3

  Senior Secured Bank Credit Facility, Assigned a range of LGD3,
  47%

  Senior Secured Bank Credit Facility, Assigned a range of LGD3,
  47%

Outlook Actions:

Issuer: Wall Street Systems Holdings, Inc

  Outlook, Remains Stable

Affirmations:

Issuer: Wall Street Systems Holdings, Inc

  Probability of Default Rating, Affirmed B3-PD

  Corporate Family Rating, Affirmed B3

WSS, based in New York, NY, is a provider of treasury management,
central banking, and foreign exchange processing software and
services, owned by ION Investment Group (a TA Associates company).

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


WAVE SYSTEMS: Trims 2013 Net Loss to $20.3 Million
--------------------------------------------------
Wave Systems Corp. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$20.32 million on $24.40 million of total net revenues for the
year ended Dec. 31, 2013, as compared with a net loss of $33.96
million on $28.84 million of total net revenues in 2012.  The
Company incurred a net loss of $10.79 million in 2011.

For the three months ended Dec. 31, 2013, the Company reported a
net loss of $3.67 million on $5.61 million of total net revenues
as compared with a net loss of $13.01 million on $7.13 million of
total net revenues for the same period in 2012.

As of Dec. 31, 2013, the Company had $11.82 million in total
assets, $20.80 million in total liabilities and a $8.98 million
total stockholders' deficit.

"The past six months were the start of a period of critical
transition for Wave -- marked by numerous changes to our
operations, a more focused sales and marketing strategy, and
targeted headcount changes across the organization," said Wave CEO
Bill Solms.  "We have established ways to improve efficiency
across every aspect of our business, especially in how we develop,
market, and sell our products."

KPMG LLP, in Boston, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2013.  The independent auditors noted that
Wave Systems Corp. has suffered recurring losses from operations
and has an accumulated deficit 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/siBs6r

                        About Wave Systems

Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) --
http://www.wave.com/-- develops, produces and markets products
for hardware-based digital security, including security
applications and services that are complementary to and work with
the specifications of the Trusted Computing Group, an industry
standards organization comprised of computer and device
manufacturers, software vendors and other computing products
manufacturers.


WILLOW CREEK: Court Grants Motion to Dismiss Ch.11 Case
-------------------------------------------------------
Bankruptcy Judge Laurel E. Davis granted the request of Willow
Creek San Martin Building LLC for voluntary dismissal of its
bankruptcy case.  The Court further ordered that the debtor is
prohibited from filing a future chapter 7 or 11 bankruptcy case
for 60 days.

The debtor owns real property and improvements leased to a tenant,
Willow Creek San Martin Assisted Living, LLC, that operates a
nursing home.  Its real property secures loans made by two
creditors, Clayton Mortgage and K.E. Farmer, LLC, used to build
the nursing home operated by the tenant.  The debtor's case is
designated as a single asset real estate case.

In its motion, supported by a declaration of its manager, the
debtor argued that cause exists to dismiss its case under 11
U.S.C. Sec. 1112(b)(4) because the debtor is unable to obtain take
out financing or bridge lending to fund a plan of reorganization
and "is suffering a substantial and continue loss to and
diminution of the estate as a result of the insufficient rents
from its tenant" which are the debtor's sole source to service its
secured debts.  Due to the lack of funding, the debtor asserted
that it "has no other choice but to dismiss the Bankruptcy Case
and wind down its business" and that dismissal is in the best
interests of the its creditors because all of its assets are fully
encumbered by its secured creditors Clayton and KE Farmer, thereby
"leaving no assets for liquidation for other creditors."  The
debtor further disclosed that it "lacks the funds to pursue any
claims against Clayton which litigation will be costly,
contentious, and complex."  Last, the debtor noted that it is
current on payment of fees owed to the United States Trustee.

                About Willow Creek San Building LLC

Willow Creek San Martin Building LLC sought Chapter 11 bankruptcy
protection (Bankr. D. Nev. Case No. 14-10041) in Las Vegas, on
Jan. 5, 2014.  The Debtor, a Single Asset Real Estate as defined
in 11 U.S.C. Sec. 101(51B), disclosed $40,674,094 in assets and
$32,988,437 in liabilities as of the Chapter 11 filing.

The case is assigned to Judge Laurel E. Davis.  The Debtor is
represented by Ogonna M. Atamoh, Esq., and James D. Boyle, Esq.,
at Cotton, Driggs, Walch, Holley, Woloson & Thompson, in Las
Vegas, Nevada.


WPCS INTERNATIONAL: Incurs $3.5MM Loss in Jan. 31 Quarter
---------------------------------------------------------
WPCS International Incorporated filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss attributable to the Company of $3.54 million on $8.29
million of revenue for the three months ended Jan. 31, 2014, as
compared with a net loss attributable to the Company of $1.22
million on $7.57 million of revenue for the same period in 2013.

For the nine months ended Jan. 31, 2014, the Company reported a
net loss attributable to the Company of $9.91 million on $23.48
million of revenue as compared with a net loss attributable to the
Company $723,983 on $26.81 million of revenue for the same period
a year ago.

As of Jan. 31, 2014, the Company had $22.37 million in total
assets, $15.18 million in total liabilities and $7.19 million in
total equity.

Sebastian Giordano, Interim CEO of WPCS, commented, "Since the
launch of BTX Trader ("BTX") in December 2013, we have continued
to make significant progress in the roll-out of our Bitcoin
trading platform.  Today, our platform remains available for free
download on our Windows-based desktop application.  The next phase
of our platform development is to allow access to the beta version
via the web.  We will begin generating revenue from this platform
during the second quarter of calendar year 2014."

Mr. Giordano continued, "In addition to the successful beta launch
of BTX, our primary objective continues to be in stabilizing
operations, improving cash flow and strengthening our balance
sheet.  Since implementing an aggressive turnaround strategy in
August 2013, we have made significant strides, in part, by
divesting and closing underperforming operations, reducing
expenses and improving performance in our ongoing contracting
operations.  We believe this strategy has and will continue to
improve our financial condition and be beneficial towards future
shareholder value."

A copy of the Form 10-Q is available for free at:

                       http://is.gd/cgVLM4

                      About WPCS International

WPCS -- http://www.wpcs.com-- is a design-build engineering
company that focuses on the implementation requirements of
communications infrastructure.  The company provides its
engineering capabilities including wireless communications,
specialty construction and electrical power to the public
services, healthcare, energy and corporate enterprise markets
worldwide.

As reported by the TCR on Feb. 7, 2014, WPCS appointed Marcum LLP
as its new independent registered public accounting firm.
CohnReznick LLP resigned on Dec. 20, 2013,

The Company's former auditors, CohnReznick LLP, in Roseland, New
Jersey, expressed substantial doubt about WPCS International's
ability to continue as a going concern following the annual report
for the year ended April 30, 2013.  The independent auditors noted
that the Company has incurred net losses and negative cash flows
from operating activities, had a working capital deficiency as of
and for the years ended April 30, 2013, and 2012, and has an
accumulated deficit as of April 30, 2013.

The Company reported a net loss of $6.8 million on $42.3 million
of revenue in fiscal 2013, compared with a net loss of
$20.6 million on $65.5 million in fiscal 2012.


YARWAY CORP: Seeks Aug. 15 Extension of Plan Exclusivity
--------------------------------------------------------
Yarway Corporation asks the Court for an extension of the periods
wherein it has the exclusive right to file a plan of
reorganization and solicit acceptances of that plan.  The court
has already granted a previous extension.  The Debtor requests a
new extension of the filing period through and including August
15, 2014, and the exclusive solicitation period through and
including October 14, 2014.

The Debtor states that cause exists to extend the exclusive filing
period.  The Debtor supports this assertion, by stating it has
made good faith progress toward reorganization since it is working
with creditors and it is evaluating certain litigation options.
Moreover, the Debtor states that it has demonstrated reasonable
prospects for filing a viable plan because it has sufficient
liquidity to pursue a plan and negotiations with the Committee and
future claimants is ongoing.  The Debtor also relates that cause
exist because of the size and complexity of the case. The case
involves assets of over $100 million and known liabilities
exceeding $165 million and the case is complex because the Debtor
is facing 5,000 pending asbestos-related personal injury lawsuits.
Additionally, the Debtor states that their case has been pending
for less than year.

The Bankruptcy Court of the District of Delaware set a hearing
date for April 9, 2014 at 10:00 a.m. to consider the Debtor's
request.  Objections to the request are due today.

                      About Yarway Corporation

Yarway Corporation sought Chapter 11 protection (Bankr. D. Del.
Case No. 13-11025) on April 22, 2013, to deal with claims arising
from asbestos containing products it allegedly sold as early as
the 1920s.

Yarway was founded in 1908 by Robert Yarnall and Bernard Waring as
the Simplex Engineering Company and originally manufactured pipe
clamps, steam traps, valves and controls.  Based in Pennsylvania,
Yarway was a privately-owned company until 1986 when KeyStone
International, Inc. bought equity in the company.  Yarway became a
unit of Tyco International Ltd. when Tyco purchased KeyStone in
1997.

Yarway's asbestos-related liabilities derive from Yarway's (i)
purported use of asbestos-containing gaskets and packing,
manufactured by others, in its production of steam valves and
traps from the 1920s to 1970s, and (ii) alleged manufacture of
expansion joint packing that was allegedly made up of a compound
of Teflon and asbestos from the 1940s to the 1970s.

Over the past five years, about 10,021 new asbestos claims have
been asserted against Yarway, including 1,014 in Yarway's 2013
fiscal year ending March 31, 2013.

The Debtor estimated assets and debts in excess of $100 million as
of the Chapter 11 filing.

Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A. and
Sidley Austin LLP serve as the Debtor's counsel in the Chapter 11
case.  Logan and Co. is the claims and notice agent.

On May 6, 2013, the U.S. Trustee for Region 3, appointed an
official committee of asbestos personal injury claimants.  The
Committee tapped Elihu Inselbuch, Esq. at Caplin & Drysdale,
Chartered, as lead bankruptcy counsel.


YRC WORLDWIDE: Authorized Common Shares Hiked to 95 Million
-----------------------------------------------------------
YRC Worldwide Inc. held a special meeting of stockholders on
March 14, 2014, at which the shareholders:

   (i) approved the amendment to the Company's Certificate of
       Incorporation to increase the number of authorized shares
       of Common Stock, from 33,333,333 to 95,000,000; and

  (ii) approved the issuance and sale pursuant to the Sales to
       certain investors of a number of shares of Common Stock
       that would result in those investors together beneficially
       owning greater than 19.99 percent of the total number of
       issued and outstanding shares of Common Stock and of the
       outstanding voting power of the Company's securities after
       that issuance, sale and conversion, in accordance with
       Nasdaq Listing Rule 5635(b).

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

                        http://is.gd/RVe9nS

             20 Million Shares Prospectus Amendment

YRC Worldwide amended its registration statement relating to the
resale from time to time of up to an aggregate of 20,061,171
shares of the Company's common stock, par value $0.01 per share,
by Avenue Funds, Carlyle Funds, HG Vora Special Opportunities
Master Fund, Ltd., et al.

The Company's Common Stock is traded on the NASDAQ Global Select
Market under the symbol "YRCW."  On March 13, 2014, the last
reported sale price of the Company's Common Stock on the NASDAQ
was $22.39 per share.

The Company amended the Registration Statement to delay its
effective date.

A copy of the Form S-3, as amended, is available for free at:

                         http://is.gd/LmX8zl

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that offers
its customers a wide range of transportation services.  These
services include global, national and regional transportation as
well as logistics.

For the year ended Dec. 31, 2013, the Company incurred a net loss
of $83.6 million on $4.86 billion of operating revenue as compared
with a net loss of $136.5 million on $4.85 billion of operating
revenue in 2012.

As of Dec. 31, 2013, the Company had $2.06 billion in total
assets, $2.66 billion in total liabilities and a $597.4 million
total shareholders' deficit.

                            *    *    *

As reported by the TCR on Feb. 18, 2014, Moody's Investors Service
has upgraded the Corporate Family Rating for YRC Worldwide Inc.
("YRCW") from Caa3 to B3, following the successful closing of its
refinancing transactions.

In the Jan. 31, 2014, edition of the TCR, Standard & Poor's
Ratings Services said that it raised its ratings on Overland Park,
Kansas-based less-than-truckload (LTL) trucker YRC Worldwide Inc.
(YRCW), including the corporate credit rating to 'CCC+' from
'CCC', and removed them from CreditWatch negative, where they were
placed on Jan. 10, 2014.  "The upgrades reflect YRCW's improved
liquidity position and minimal debt maturities as a result of its
proposed refinancing," said Standard & Poor's credit analyst Anita
Ogbara.


YRC WORLDWIDE: Solus Alternative Stake at 8.9% as of March 14
-------------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Solus Alternative Asset Management LP and its
affiliates disclosed that as of March 14, 2014, they beneficially
owned 2,576,095 shares of common stock of YRC Worldwide Inc.
representing 8.91 percent of the shares outstanding.  A copy of
the regulatory filing is available at http://is.gd/teBiB8

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that offers
its customers a wide range of transportation services.  These
services include global, national and regional transportation as
well as logistics.

For the year ended Dec. 31, 2013, the Company incurred a net loss
of $83.6 million on $4.86 billion of operating revenue as compared
with a net loss of $136.5 million on $4.85 billion of operating
revenue in 2012.

As of Dec. 31, 2013, the Company had $2.06 billion in total
assets, $2.66 billion in total liabilities and a $597.4 million
total shareholders' deficit.

                            *    *    *

As reported by the TCR on Feb. 18, 2014, Moody's Investors Service
has upgraded the Corporate Family Rating for YRC Worldwide Inc.
("YRCW") from Caa3 to B3, following the successful closing of its
refinancing transactions.

In the Jan. 31, 2014, edition of the TCR, Standard & Poor's
Ratings Services said that it raised its ratings on Overland Park,
Kansas-based less-than-truckload (LTL) trucker YRC Worldwide Inc.
(YRCW), including the corporate credit rating to 'CCC+' from
'CCC', and removed them from CreditWatch negative, where they were
placed on Jan. 10, 2014.  "The upgrades reflect YRCW's improved
liquidity position and minimal debt maturities as a result of its
proposed refinancing," said Standard & Poor's credit analyst Anita
Ogbara.


* Court Reverses Ruling on Swipe Fees in Favor of Banks
-------------------------------------------------------
Danielle Douglas, writing for The Washington Post, reported that
in a victory for the banking industry, a U.S. appeals court struck
down a district court decision that ordered the Federal Reserve to
rewrite its rules governing fees that banks collect each time a
debit card is swiped.

According to the report, the ruling reverses a July decision by
U.S. District Court Judge Richard Leon, who said that the central
bank set the cap too high under pressure from the banking lobby.
The Fed gave banks the thumbs-up to charge retailers as much as 21
cents a transaction, about half the previous 44-cent charge per
swipe.

Consumers will not feel any immediate impact from the ruling since
banks and merchants operated under the Fed's cap throughout the
legal battle, the report related.

The appeals court decision is a blow to merchants who have fought
for nearly four years to limit the interchange fee, or "swipe
fee," the report further related.  Merchants have argued that
consumers are the ultimate victims of these fees because the costs
are usually passed on to them in the form of higher prices.

"The Fed ignored congressional intent and worked to shield debit
card companies and big banks. A self-described victory for the
banks usually results in higher costs for consumers," the report
cited Mallory Duncan, general counsel for the National Retail
Federation, as saying.


* Courts in Same State Disagree on Discharging Taxes
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that two federal appellate courts in Massachusetts reached
opposite result one day apart on the question of whether taxes
owing on late-filed tax returns are discharged, or wiped out, in
bankruptcy.

According to Mr. Rochelle, on March 7, U.S. District Judge William
G. Young in Boston ruled that taxes in late-filed returns aren't
wiped out in bankruptcy, citing 2005 amendments to Section 523(a)
of the U.S. Bankruptcy Code that defined the word "return." Judge
Young rested his decision partly on the reasoning in a January
2012 opinion by Circuit Judge Carolyn King from the U.S. Court of
Appeals in New Orleans in McCoy v. Mississippi State Tax
Commission.

On March 6, the day before Judge Young's decision, a three-judge
Bankruptcy Appellate Panel in Massachusetts ruled the opposite,
saying that state taxes are discharged so long as the taxpayer
files a late return before the state taxing authority assesses
taxes, the report related.  U.S. Bankruptcy Judge Mildred Caban
also relied on the 2005 amendments to Section 523(a).

Mr. Rochelle said Judge Caban relied partly on an admission in
court by the Massachusetts taxing authority that a late-filed
return is nonetheless a return so long as it's filed before the
state assesses taxes. Consequently, Judge Caban's opinion may not
apply in states where the law is different, Mr. Rochelle noted.

Judge Caban also based her opinion on the notion that subsection
523(a)(1)(b)(ii) would be superfluous if late-filed returns were
also non-dischargeable, Mr. Rochelle further related.

Before 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. Rochelle
pointed out.  Assuming there is a further appeal in one case or
the other, the U.S. Court of Appeals for the First Circuit in
Boston will decide whether it will follow McCoy and the Fifth
Circuit in New Orleans.

The case is Gonzalez v. Massachusetts Department of Revenue, 13-
026, U.S. Bankruptcy Appellate Panel for the First Circuit
(Boston).


* Ill. Court Revives Insurer's Fight With Bankrupt Contractor
-------------------------------------------------------------
Law360 reported that an Illinois appeals court has nixed West Bend
Mutual Insurance Co.'s default win in a subrogation suit against a
bankrupt contractor over property damage caused during
construction, holding in an opinion released on March 21 that the
contractor couldn't be punished for its former agent and
attorney's negligence.

According to the report, the appeals court vacated the default
judgment against 3RC Mechanical and Contracting Services LLC even
though the contractor's former registered agent and attorney,
Brian Kocis, never forwarded to his replacement the many notices
and motions that West Bend sent.


* Individual Keeps Bonus on Conversion to Chapter 7
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that when individuals start in Chapter 7, convert to
Chapter 11, and then reconvert to Chapter 7, courts are split on
whether earnings attributable to the Chapter 11 period can be kept
by the bankrupts after reconversion to Chapter 7.

According to the report, the Bankruptcy Appellate Panel in San
Francisco concluded on March 12 that the individual bankrupt can
keep income earned during Chapter 11.

After a couple reconverted their joint bankruptcy to Chapter 7,
the husband received a $100,000 bonus for work he performed while
in Chapter 11, the report related.  The couple turned the money
over to the trustee and immediately sued to get it back. The
bankruptcy judge gave the money to the bankrupts, and U.S.
Bankruptcy Judge Meredith Jury reached the same conclusion in her
opinion for the three-judge appellate panel.

There is no explicit answer in the bankruptcy statute, Mr.
Rochelle said.  Section 1115 of the statue was amended in 2005 to
say that money earned by an individual while in Chapter 11 is part
of the bankrupt estate, not separate property the individual can
keep regardless. On the other hand, Section 348(f)(1)(A) expressly
says that earnings while in Chapter 13 go to the bankrupt if the
case is converted to Chapter 7.

The statute is silent about conversions from Chapter 11 to Chapter
7, Mr. Rochelle noted.

The case is Markosian v. Wu (In re Markosian), 13-50778, U.S.
Bankruptcy Appellate Panel for the Ninth Circuit (San Francisco).


* Individuals Can Keep Earned-Income Tax Credit
-----------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a bankruptcy trustee cannot capture an individual's
earned-income tax credit in Kansas, using so-called strong-arm
powers, the Bankruptcy Appellate Panel in Denver ruled on March 4.

According to the report, the federal government and many states
enacted the earned-income tax credit where a low-income worker can
receive a tax refund larger than taxes paid.

U.S. Bankruptcy Judge Thomas R. Cornish, writing for the three-
judge appellate panel, said the tax credit is the "largest federal
anti-poverty program in the U.S." and is a form of "work-based
welfare," the report related.

In Kansas, the tax credit is an exempt asset for someone who files
bankruptcy, Mr. Rochelle noted.  It's not exempt for someone not
in bankruptcy.

The trustee relied on the strong-arm powers to claim a right to
take the tax credit for creditors even though it's exempt property
in Kansas, Mr. Rochelle said.  The strong-arm power arises from a
trustee's hypothetical status as a someone with a judgment lien
against the bankrupt.

The case is Williamson v. Murray (In re Murray), 13-034, U.S.
Bankruptcy Appellate Panel for the Tenth Circuit (Denver).


* Judge Tentatively Rules S&P Must Face Deception Claims
--------------------------------------------------------
Karen Gullo, writing for Bloomberg News, reported that McGraw Hill
Financial Inc.'s Standard & Poor's unit must face California's
claims it deceived the state's pension funds in its ratings of
mortgage-back securities, a judge said in a provisional ruling.

According to the report, California Superior Court Judge Curtis
Karnow in San Francisco said he was inclined to deny the company's
request to throw out the state's claims of deceptive conduct from
a lawsuit alleging S&P violated false-advertising and business
practices laws.

The state accuses S&P of using "magic numbers" to inflate ratings
of mortgage-backed securities bought by the California Public
Employees' Retirement System and the state's teacher pension fund,
the report related. The funds lost more than $1 billion on the
investments, according to the state.

S&P is being sued for fraud by the U.S. Justice Department in a
separate case in federal court in Santa Ana, California, the
report further related.  The U.S. accuses the company of lying
about its ratings being free of conflicts of interest. The firm
has said it provided the same credit ratings as Moody's Corp. and
Fitch Ratings on residential mortgage-backed securities and
collateralized debt obligations before the credit crisis.

The Justice Department has said it may seek as much as $5 billion
in penalties for losses to federally insured financial
institutions that relied on New York-based S&P's ratings prior to
the collapse of the U.S. housing market that wiped out the value
of many of the securities, the report added.

The state case is California v. McGraw-Hill Cos., CGC 13-528491,
California Superior Court (San Francisco).

The federal case is U.S. v. McGraw Hill Financial Inc., 13-cv-
00779, U.S. District Court, Central District of California (Santa
Ana).


* Credit Suisse to Pay $885 Million to Settle FHFA Lawsuits
-----------------------------------------------------------
Elena Logutenkova and Jeffrey Vogeli, reported that Credit Suisse
Group AG, Switzerland's second-biggest bank, agreed to pay $885
million to settle lawsuits by the Federal Housing Finance Agency
over mortgages sold to Fannie Mae and Freddie Mac.

According to the report, the company will book a charge of 275
million francs ($312 million) after taxes in the fourth quarter of
2013, resulting in a restatement of results to a net loss of 8
million francs for the period, the Zurich-based bank said.

Credit Suisse was among 18 lenders sued by the FHFA in 2011 to
recoup losses on about $200 billion in mortgage-backed securities
sold to the two government-sponsored companies before the
financial crisis, the report related.  Nine companies, including
JPMorgan Chase & Co., Deutsche Bank AG and UBS AG, have agreed to
pay more than $9.2 billion to settle similar lawsuits by FHFA.

"It's definitely good for Credit Suisse to have this thing out of
the way," the report cited Guido Hoymann, a Frankfurt-based
analyst with Bankhaus Metzler, as saying.

Chief Executive Officer Brady Dougan in February called mortgage-
related litigation one of the bank's two most important legal
issues alongside the U.S. investigation into whether it helped
Americans evade taxes, the report further related.  The company
has said the agreement with FHFA resolves the largest mortgage-
related investor litigation.


* Foundering Retailers Drag Malls Into A Failure Vortex
-------------------------------------------------------
Richard Collings, writing for The Deal, reported that legacy
brick-and-mortar retailers have floundered since the great
recession as consumers snapped their wallets shut, choosing to
pare down household debt. And the lingering effects of the
recession -- a smaller middle class, chronic long-term
unemployment -- seemed to alter consumers' shopping habits. The
ease of online bargain-hunting moved shoppers to the Web, perhaps
permanently. Even consumers with cash to spend and the time to
spend it have forsaken window-shopping in favor of browser-based
browsing.

"Internet-based retail is not the sole reason for store closings,"
Joel Schneider, senior vice president of Hilco Real Estate LLC, a
unit of Hilco Global that renegotiates leases on behalf of
tenants, told The Deal. "As a nation, the U.S. is over-retailed,
with retail square footage per capita or per person higher than in
other developed countries, so from a supply standpoint there is
too much retail real estate in many markets."

Backing up Schneider's claim as to retail square footage is a
report from Cushman & Wakefield Inc. finding that the U.S. "leads
the world in shopping center 'gross leasable area' per capita at
nearly 23 square feet per person, well ahead of other countries,"
the report related.

Other countries, such as Canada and the U.K., are reported to have
a fraction of the U.S.' retail square footage per capita, in
comparison, the report further related.  Retail space in the U.S.
totals more than 12 billion square feet, including nearly 100,000
shopping centers with a total of 6.8 billion leasable square feet,
Cushman found.

The result: A profusion of boarded-up stores, "retail space for
rent" signs and landlords scrambling for new tenants, the report
said.  Some of the newly opened space will be taken by retailers
and restaurants that have figured out how to prosper amid the new
economic reality. Those tenants will demand -- and can afford --
the best locations. The rest will be filled by entities that don't
rely on the fickle spending habits of strapped consumers.


* No Increase in Number of Low-Rated Junk Companies
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News, citing
Moody's Investors Service, reports that there will be no increase
in the number of companies needing bankruptcy protection.

Moody's issued a report saying there are 159 companies with credit
ratings of B3 or lower with a negative outlook, or about half of
the approximately 300 companies on the list when Moody's first
counted in 2009, Mr. Rochelle related.  The 159 low-rated
companies represent 10.4 percent of all junk-rated companies,
Moody's said in its March 21 report.  Moody's said that seven
companies have been on the low-rated list since inception in 2009.

Moody's still predicts that the current junk-default rate of 1.6
percent will decline to 1.4 percent in June before rising to 2.8
percent one year from now, the Bloomberg report further cited.


* Christian Bartholomew Joins Jenner & Block DC Office as Partner
-----------------------------------------------------------------
Jenner & Block LLP on March 31 disclosed that Christian R.
Bartholomew, prominent litigator and former Securities and
Exchange Commission (SEC) senior trial counsel, has joined the
firm as a partner in its D.C. office.  He is a member of the
firm's Securities Litigation and Enforcement Practice.

Mr. Bartholomew joins a broad-based securities litigation team
that is widely recognized as one of the finest in the nation.  He
offers more than 20 years of experience in handling securities
enforcement matters and has successfully resolved numerous
securities investigations by the SEC, Department of Justice,
Financial Industry Regulatory Authority, and other federal and
state regulators enforcement for a broad range of financial
institutions and public companies.  As a former undefeated SEC
trial lawyer with an equally impressive track record in private
practice, Christian is also uniquely positioned to handle both
regulatory litigation as well as the private litigation that can
arise as a result of these investigations.  He has a well-earned
reputation as a fierce client advocate who brings real trial
credibility to the table in negotiations and other dealing with
regulators.

"With the arrival of Christian, we strengthen our commitment to
ensuring that our D.C. office is a destination for handling large,
multi-regulator securities investigations and related class
actions," said Susan C. Levy, Jenner & Block's managing partner.
"We are pleased to have him on the team."

From his robust experience representing clients in internal and
regulatory investigations regarding sensitive whistleblower
allegations, Mr. Bartholomew has emerged as a recognized leader in
the area of the SEC's Dodd-Frank whistleblower rules.  He has
written and spoken extensively on the issue.

"We simply could not have found a better fit for us and our
clients," said Thomas C. Newkirk, co-chair of the firm's
Securities Litigation and Enforcement Practice.  "Christian has
strong relationships with in-house counsel, company management,
regulators and compliance officials.  With his experience and
presence, we are confident that he will bolster Jenner & Block's
position as counsel of choice for bet-the-company litigation."

Mr. Bartholomew worked the past nearly three years at Weil,
Gotshal & Manges LLP, where he was a partner in Weil's Securities
Litigation practice and leader of its SEC enforcement practice in
Washington and Miami.  From 2000 to 2011, he was a litigation
partner at Morgan, Lewis and Bockius LLP, rising to vice chairman
of its Securities Enforcement Practice Group.  He earlier served
for five years as Senior Trial Counsel for the Southeast Regional
office of the SEC, where he was undefeated during his tenure,
winning several precedent-setting matters.

Mr. Bartholomew said, "Jenner & Block is universally recognized as
one of America's truly pre-eminent trial law firms.  That
reputation, and the opportunity to be part of a family of like-
minded trial attorneys, and not just litigators, is enormously
attractive to me, particularly in light of the increased emphasis
that regulators are placing on trying cases.  I'm very excited to
be a partner at such a firm."

   About the Firm's Securities Litigation & Enforcement Practice

The Firm's deep bench of former government lawyers serves as the
foundation for a robust practice that regularly represents clients
in SEC and other investigations alleging financial fraud,
accounting irregularities, disclosure and internal control
deficiencies, insider trading, Ponzi schemes, foreign corrupt
practices and other misconduct.  As a firm that can pursue claims
against accountants, insurance companies and Wall Street, Jenner &
Block has the conflicts profile and trial skills of a litigation
boutique, with the sophisticated transactional and bankruptcy
practice that offers a full range of perspectives on both sides of
the docket.  Because of the firm's experience suing Wall Street,
it frequently represents institutional investors, such as hedge
funds, foreign banks and Fortune 500 companies, in claims to
recover losses from complex securities and derivatives, including
CDOs, ARS and RMBS.  It also defends private securities claims,
representing public and private companies in class actions,
derivative shareholder litigation and tender offer litigation.

                       About Jenner & Block

Jenner & Block -- http://www.jenner.com-- is a national law firm
with approximately 450 attorneys and offices in Chicago, Los
Angeles, New York and Washington, D.C.  Celebrating its 100th
anniversary in 2014, the firm is known for its prominent and
successful litigation practice and experience handling
sophisticated and high-profile corporate transactions.  Firm
clients include Fortune 100 companies, large privately held
corporations, financial services institutions, emerging companies
and venture capital and private equity investors.  In 2013, The
American Lawyer magazine named Jenner & Block to the AmLaw A-List
of the top 20 law firms in the country, for the second consecutive
year and the fifth time overall since the ranking was established
a decade ago.  The firm also has been named by American Lawyer as
the nation's leading pro bono firm in four of the past six years.


* William Strong Joins Longford Capital's Litigation Finance Co.
----------------------------------------------------------------
Longford Capital on March 31 disclosed that William H. (Bill)
Strong, 61, will join the private investment company specializing
in litigation finance as chairman, effective May 1.  At that time,
Mr. Strong also will be admitted as a partner of Longford Capital
Management, LP, and as a member of Longford Investment Group, LLC.

A prominent international investment banker, Mr. Strong has worked
in the financial services industry for more than 35 years, most
recently as a member of Morgan Stanley's Global Management
Committee and co-CEO for its Asia Pacific Region, and previously
as vice chairman of Investment Banking.  During his career, he has
advised clients in more than 25 countries involved in capital-
raising transactions across all product classes.  He has held
posts in Chicago, New York, London, and Hong Kong.

Mr. Strong is the former chairman of the Board of Trustees of the
Chicago Symphony Orchestra Association and serves as a life
trustee; he also serves as a trustee of the Newseum, Inc., in
Washington, D.C., and as a member of the Global Advisory Board of
the Kellogg School of Management of Northwestern University.

"I have worked with Bill for over 20 years.  He is a superb
finance executive and a thoughtful, experienced leader," said
Paul J. Finnegan, co-CEO of Madison Dearborn Partners, LLC, a
leading private equity firm with aggregate capital of over $13
billion.

At Longford Capital, Mr. Strong will spearhead the development of
litigation finance as a rapidly growing form of specialty finance.
Longford Capital makes equity investments in meritorious,
business-to-business legal claims with $25 million to more than $1
billion in controversy.

"Bill is one of the most widely respected finance executives in
the United States and overseas.  His deep grasp of capital markets
and trusted relationships within the global banking and investment
communities will help us build on our strengths and accelerate the
use of litigation finance as a powerful tool for companies
involved in litigation.  We expect Bill's active leadership to
reinforce our position as an innovator in the commercial
litigation finance industry," said William P. Farrell, Jr.,
co-founder and managing director of Longford Capital.

"This emerging finance sector will experience significant growth.
From an asset class development perspective, litigation finance
today is where private equity was in the early 1980s," said
Mr. Strong.

The demand for litigation finance has continued to grow since it
began to gain the attention of corporate law firms and corporate
claim owners in the United States less than five years ago.  This
form of specialty finance is more developed in other
jurisdictions, including Australia and the United Kingdom.
Longford Capital is among a handful of investment companies in the
United States dedicated to commercial litigation finance.

"In my experience, commercial litigation finance can be quite
beneficial to corporate litigants.  I have secured significant
trial verdicts for clients that have had the benefit of litigation
financing and I wouldn't hesitate to represent a client funded by
Longford Capital," stated Barry Ostrager, partner and former
longtime chair of the litigation department of Simpson Thacher &
Bartlett LLP.

"Few, if any, litigation finance firms have the combination of
litigation, business, and finance talent that Longford Capital
offers. I will be working to expand the platform Longford Capital
has already developed to respond to strong market demand for this
form of financing," Mr. Strong added.

Previously, Mr. Strong served as a member of the Board of Visitors
of the United States Military Academy at West Point, New York,
having been appointed by President George W. Bush.  He was
appointed by Indiana Governor Mitchell E. Daniels, Jr. to serve as
a trustee of Indiana University; and by the chief executive of the
Hong Kong Special Administrative Region, The Hon. Leung Chun-ying,
to the Financial Services Development Council in Hong Kong.

Mr. Strong is a Certified Public Accountant, a graduate of Purdue
University, and earned an MBA degree from Northwestern
University's Kellogg School of Management.

                      About Longford Capital

Longford Capital -- http://www.longfordcapital.com-- is a private
investment company that provides capital for use by companies
pursuing meritorious legal claims.  Typically, it funds attorneys'
fees and other costs necessary to pursue claims in return for a
share of a favorable settlement or award.  The firm manages a
diversified portfolio of legal claims and considers investments in
subject matter areas where it has developed considerable
expertise, including, business-to-business contract claims,
antitrust and trade regulation claims, intellectual property
claims (including patent, trademark, copyright, and trade secret),
fiduciary duty claims, fraud claims, claims in bankruptcy and
liquidation, domestic and international arbitrations, and a
variety of others.



                             *********

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
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Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2014.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
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