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

            Monday, February 17, 2014, Vol. 18, No. 47


                            Headlines

14520 HESBY: Case Summary & 13 Unsecured Creditors
1701 COMMERCE: Amended Chapter 11 Plan Declared Effective
30DC INC: Incurs $406,000 Net Loss in Dec. 31 Quarter
56 WALKER: Wextrust Settlement Agreement Hearing Set for March 5
60 SHELTER ROCK: Case Summary & 10 Unsecured Creditors

6920 WEST ALLISON: Voluntary Chapter 11 Case Summary
APPLIED MINERALS: Amends 19.8 Million Shares Resale Prospectus
APPLIED MINERALS: To Offer $13.4MM Common Shares Under Plans
ARCAPITA BANK: RA Holding Releases Quarterly Financials
AUTOMATED BUSINESS: Wants Control of Chapter 11 Case Until May 6

AUTOMATED BUSINESS: Court Approves Dickinson as ESOP Plan Counsel
AUTOMATED BUSINESS: Wants Lease Decision Period Extended to May 6
BENTLEY PREMIER: Court Denies Motion to Review HHDU Rejection
BERNALILLO COUNTY, NM: Bond Buys Set Off Alarm, Probes
BETSEY JOHNSON: Court OKs Settlement With Potential Defendants

BETSEY JOHNSON: Court Approves Donlin Recano as Voting Agent
BION ENVIRONMENTAL: Incurs $739,000 Net Loss in Dec. 31 Qtr.
BOMBARDIER INC.: Moody's Lowers Corporate Family Rating to 'Ba3'
BOMBARDIER INC: S&P Lowers CCR to 'BB-' on Weak Credit Metrics
BRIER CREEK: Plan Consummated; Debtor Wants Case Closed

BUFFET PARTNERS: Can Use Cash Collateral Until Feb. 23
BUFFET PARTNERS: Has Interim Authority to Pay Critical Vendors
BUFFET PARTNERS: Seeks to Employ Baker & McKenzie as Counsel
CASA GRANDE: Files Reorganization Plan for Sale to Banner
CASA GRANDE: Has Plan Support Agreement with Purchaser

CASA GRANDE: Has Interim Approval to Use Cash Until Feb. 21
CASH STORE: Shareholders Elect Six Directors
CENTENNIAL BEVERAGE: Judge Houser Confirms 2nd Amended Plan
CENGAGE LEARNING: Settlement OK'd, Plan Hearing Set for March 13
CEREPLAST INC: Files Lawsuit Against Ironridge, et al.

CHA CHA ENTERPRISES: Has Nod to Enter Into Lease Stipulations
CHARTER COMMUNICATIONS: Moody's Likely to Confirm 'Ba3' CFR
CHEYENNE HOTEL: Objects to US Trustee's Dismissal Motion
CHOICE GENETICS: Arbitration Loss Sends Firm Into Ch. 11
CHOICE GENETICS: Case Summary & 20 Largest Unsecured Creditors

CLASSIC PARTY: Enters Into Sale Transaction Agreement with Lenders
CLUB DE EMPLEADOS: Case Summary & 12 Largest Unsecured Creditors
COMDISCO HOLDING: Posts $1.22-Mil. Net Loss in Fiscal First Qtr.
CONSTAR INT'L: Section 341(a) Meeting Continued to Feb. 27
COPYTELE INC: Registers for Resale 27.7 Million Common Shares

COTT CORP: S&P Puts 'B+' CCR on CreditWatch Developing
COUNTRY WAY APARTMENTS: Voluntary Chapter 11 Case Summary
CREATION'S GARDEN: Cash Collateral Use Hearing Tomorrow
CUI GLOBAL: Board Chairman Resigns, Interim Replacement Appointed
DOLAN COMPANY: Enters Into Eighth Credit Agreement Amendment

DR. TATTOFF: Andrew M. Heller Files Amended Disclosures
EASTERN HILLS: Ch. 11 Trustee Hires Lain Faulkner as Accountants
EASTERN HILLS: Ch. 11 Trustee Taps Sherman & Yaquinto as Attorney
EASTERN HILLS: Chapter 11 Trustee Hires Candace Rubin as Realtor
EDDIE BAUER: Jos. A. Bank to Acquire Firm for $825 Million

EFUSION SERVICES: Creditors Want Chapter 11 Case Dismissed
ELITE PHARMACEUTICALS: Mikah, Treppel Convert Notes to Shares
EMPIRE DIE: Court Okays Sale to American Light
EMPIRE DIE: Modifies DIP Credit Agreement With Firstmerit
EURO BOUTIQUE: Case Summary & 20 Largest Unsecured Creditors

EVENT RENTALS: Files Under Ch. 11, Seeks New Owner for Business
EVENT RENTALS: Case Summary & 20 Largest Unsecured Creditors
EWGS INTERMEDIARY: Panel Can Hire Cooley LLP as Lead Counsel
EWGS INTERMEDIARY: Panel Can Tap Richards Layton as Local Counsel
FISKER AUTOMOTIVE: Wanxiang Emerges as Best Bidder in Auction

GOODYEAR TIRE: Moody's Alters Outlook to Pos. & Affirms Ba3 CFR
GREEN EARTH: Techtronic Stake at 17.2% as of Dec. 31
GRIFFON CORP: Upsized Senior Notes No Impact on Moody's 'B1' CFR
GRINALLDAY P.C.: Case Summary & 15 Largest Unsecured Creditors
HYLAND SOFTWARE: Moody's Says Add-on Loan No Impact on B2 CFR

HYNDMAN AREA: Case Summary & 20 Largest Unsecured Creditors
IAMGOLD CORP: S&P Revises Outlook to Neg. & Affirms 'BB-' CCR
IBAHN CORPORATION: Plan Exclusivity Period Extended Until April 4
IDERA PHARMACEUTICALS: Pillar Converts Series D. Pref. Shares
INTERNATIONAL LEASE: Moody's Rates Delos Finance SARL Loan 'Ba2'

J.C. PENNEY: Several Investors Unload Stakes
JAMESPORT DEVELOPMENT: Files Schedules of Assets and Liabilities
JEH COMPANY: Hearing on Stallion Case Dismissal Set for March 26
JEH COMPANY: Withdraws Motion to Sell Equipment Pledged to Mack
KHATTAK PROPERTIES: Case Summary & 4 Unsecured Creditors

KID BRANDS: Gets NYSE Continued Listing Non-Compliance Notice
LIFE CARE ST. JOHNS: Disclosures OK'd; Plan Hearing on Feb. 21
LIFE CARE ST. JOHNS: Can Employ Globic as Solicitation Agent
LIFE CARE ST. JOHNS: March 6 Hearing on Patient Care Ombudsman
LIGHTSQUARED INC: Files New $2.65 Billion Reorganization Plan

LILY GROUP: Court Approves BGR Capital as Investment Banker
LPL HOLDINGS: Moody's Places Ba2 CFR on Review for Downgrade
MERRIMACK PHARMACEUTICALS: Jennison Holds 6.4% Equity Stake
METIER TRIBECA: Voluntary Chapter 11 Case Summary
MMRGLOBAL INC: Reports Unregistered Sales of Securities

NANA DEVELOPMENT: Moody's Lowers Corporate Family Rating to Caa1
NASSAU TOWER: Court Okays Hiring of Clayton & Clayton as Realtor
NATIVE WHOLESALE: Court to Hear Ch. 7 Conversion Bid Tomorrow
NII HOLDINGS: Jennison Stake at 10.4% as of Dec. 31
OHANA GROUP: Court Confirms Second Amended Reorganization Plan

OHANA GROUP: Wells Fargo Seek to Compel Cash Collateral Order
OLEO E GAS: Files Bankruptcy Emergence Plan
OPTIM ENERGY: Wins Interim Approval of First Day Motions
ORECK CORP: Wants Exclusive Plan Filing Deadline Moved to May 1
PACHECO PLAZA: Case Summary & Unsecured Creditor

PUTNAM AT TINTON FALLS: Judge Dismisses Chapter 11 Case
QUANTUM CORP: Incurs $2.4 Million Net Loss in Dec. 31 Quarter
ST. FRANCIS' HOSPITAL: Drops Auction, Pursues Sale w/ Westchester
ST. FRANCIS' HOSPITAL: Has Final OK to Obtain $20M DIP Loan
ST. FRANCIS' HOSPITAL: Obtains Final OK to Use Cash Collateral

STRATUS MEDIA: Issues $150,000 Convertible Note to Chairman
STROMSETH CONSTRUCTION: Voluntary Chapter 11 Case Summary
SUGARLEAF TIMBER: Agricultural Group Challenges Confirmation Order
SURTRONICS INC: Smith & Wade Objects to Plan Outline Approval
THUAN-VU DINH HO DMD: Case Summary & 6 Unsecured Creditors

UNIVERSAL BIOENERGY: Global Energy Files 3rd Amendment to SCH 13D
VELTIN INC: Court OKs Stay Relief Stipulation With T-Mobile
VERITEQ CORP: Amends 856,449 Common Shares Resale Prospectus
VERTIS HOLDINGS: Hearing on Plan Filing Extension Set for March 14
VHGI HOLDINGS: Late Filed Form 10-K Shows $22.3MM Loss in 2012

VIDRINE ESTATES: Case Summary & Unsecured Creditor
WESCO AIRCRAFT: Moody's Alters Outlook to Neg & Confirms Ba3 CFR
WORLD IMPORTS: Court Okays EisnerAmper as Panel's Accountant

* Stephanie Sharron Joins MoFo's Palo Alto Office as Partner

* U.S. Bankruptcy Judge Morris Stern Dies

* BOND PRICING: For Week From Feb. 3 to 7, 2014


                             *********


14520 HESBY: Case Summary & 13 Unsecured Creditors
--------------------------------------------------
Debtor: 14520 Hesby, LLC, Debtor
        6360 Van Nuys Blvd., Suite 202
        Van Nuys, CA 91401
        (818) 780-9003

Case No.: 14-bk-10769

Chapter 11 Petition Date: February 14, 2014

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Hon. Maureen Tighe

Debtor's Counsel: William H Brownstein, Esq.
                  WILLIAM H. BROWNSTEIN & ASSOCIATES, P.C.
                  1250 6th St Ste 205
                  Santa Monica, CA 90401-1637
                  Tel: 310-458-0048
                  Fax: 310-576-3581
                  Email: Brownsteinlaw.bill@gmail.com

Total Assets: $2.44 million

Total Liabilities: $2.55 million

The petition was signed by Ahron Zilberstein, president.

A list of the Debtor's 13 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cacb14-10769.pdf


1701 COMMERCE: Amended Chapter 11 Plan Declared Effective
---------------------------------------------------------
Michael D. Warner, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A., counsel of 1701 Commerce LLC, informed the U.S.
Bankruptcy Court for the Norther District of Texas that the
Debtor's First Amended Chapter 11 Plan became effective Jan. 14,
2014, and the Plan has been substantially consummated.

As reported in the Troubled Company Reporter, U.S. Bankruptcy
Judge Michael Lynn confirmed the Chapter 11 plan proposed by 1701
Commerce LLC to exit bankruptcy protection.  The bankruptcy judge
signed off the plan on Jan. 9, which sets the stage for creditors
to start getting their money back.

Under the plan, creditors will recover 100% of their claims that
were allowed by the court, plus interest accrued since the
company's bankruptcy filing.

General unsecured creditors, which assert a total of $2.978
million in claims, will be paid in full, plus postpetition
interest calculated on the "federal post-judgment interest rate."

Meanwhile, holders of equity interests in the company will retain
their stake.  Vestin Fund III, LLC (1.70%), Vestin Realty
Mortgage I, Inc. (7.93%), and Vestin Realty Mortgage II, Inc.
(90.37%), will retain such interests pursuant to the treatment of
Class 3 under the plan.

The reorganized company will continue to be managed by Vestin
Mortgage LLC, which is managed by Michael Shustek, according to
Judge Lynn's Jan 9 order.  The court order can be accessed for
free at http://is.gd/4rYZki

1701 Commerce sold last year its hotel property, which is the
company's primary asset.  The company, which has $4 million in
cash, initially signed a deal to sell its Sheraton-branded hotel
in Fort Worth to a subsidiary of Dallas-based Prism Hotels &
Resorts but Prism was unable to complete the purchase.  In July,
1701 Commerce completed the sale of the property to an affiliate
of Presidio Hotel Fort Worth, L.P.

                        About 1701 Commerce

1701 Commerce, LLC, owner and operator of a full service "Sheraton
Hotel" located at 1701 Commerce, Fort Worth, Texas, filed for
Chapter 11 protection (Bankr. N.D. Tex. Case No. 12-41748) on
March 26, 2012.  The Debtor also was the former operator of a
Shula's steakhouse at the Hotel.

1701 Commerce was previously named Presidio Ft. Worth Hotel LLC,
but changed its name to 1701 Commerce, prior to the bankruptcy
filing date to reduce and minimize any potential confusion
relating to an entity named Presidio Fort Worth Hotel LP, an
unrelated and unaffiliated partnership that was the former owner
of the hotel property owned by the Debtor.

1701 Commerce is a Nevada limited liability company whose members
are Vestin Realty Mortgage I, Inc., Vestin Mortgage Realty II,
Inc., and Vestin Fund III, LLC. 1701 Commerce LLC's operations are
managed by Richfield Hospitality Group, an independent management
company that is not affiliated with the Debtor or any of its
members.

Judge D. Michael Lynn presides over the bankruptcy case.  The
Debtor disclosed $71,842,322 in assets and $44,936,697 in
liabilities.


30DC INC: Incurs $406,000 Net Loss in Dec. 31 Quarter
-----------------------------------------------------
30DC, Inc., filed with the U.S. Securities and Exchange Commission
its quarterly report on Form 10-Q disclosing a net loss of
$406,292 on $304,811 of total revenue for the three months ended
Dec. 31, 2013, as compared with a net loss of $187,041 on $602,420
of total revenue for the same period a year ago.

For the six months ended Dec. 31, 2013, the Company posted net
income of $330,546 on $2.34 million of total revenue as compared
with a net loss of $233,236 on $1.05 million of total revenue for
the same period during the prior year.

As of Dec. 31, 2013, the Company had $3.19 million in total
assets, $2.02 million in total liabilities and $1.17 million in
total stockholders' equity.

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

                       http://is.gd/otU2DT

                         About 30DC Inc.

New York-based 30DC, Inc., provides Internet marketing services
and related training to help Internet companies in operating their
businesses.  It operates in two divisions, 30 Day Challenge and
Immediate Edge.

30DC incurred a net loss of $407,642 on $1.97 million of total
revenue for the year ended June 30, 2013, as compared with net
income of $32,207 on $2.91 million of total revenue during the
prior fiscal year.

Marcum 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 a
working capital deficit and stockholders' deficiency as of
June 30, 2012.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern.


56 WALKER: Wextrust Settlement Agreement Hearing Set for March 5
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has set for March 5, 2014, at 10:00 a.m., the hearing on 56
Walker, LLC's motion in support of approval of its settlement
agreement with Wextrust/HPC Mortgage Fund, LP.

Objections are due by Feb. 26, 2014.

The Settlement Agreement resolves all pending disputes between the
respective parties and substantially compromises and reduces
Wextrust's secured claim in the Chapter 11 case.  Wex/HPC filed a
timely proof of claim against the Debtor in the initial Chapter 11
case, asserting a secured claim under the Loan Documents for not
less than $4,916,835, but did not file a proof of claim in the
current Chapter 11 case.

Under the Settlement Agreement, the Wex/HPC Claim is reduced and
allowed as a secured claim against the Debtor in the amount of
$150,000.  As full and final satisfaction of the Wex/HPC Claim,
Wex/HPC will receive a cash payment in the amount of $150,000 from
the proceeds of the sale of the mortgaged property on the payment
date set forth in the plan.  A copy of the Settlement Agreement is
available for free at:

     http://bankrupt.com/misc/56WALKERsettlementagreement.pdf

Absent the settlement, Wextrust's secured claim, if allowed in
full, would materially diminish if not wholly eliminate any return
to the Debtor's unsecured creditors or equity or, at a minimum,
the estate will incur additional risk, cost, time delay and
expense of prosecuting the Wex/HPC Claim, the Late Filed Claim
Motion, and the Debtor's claims against Wex/HPC, respectively.

On Aug. 9, 2007, the Debtor counter-signed a commitment letter
under which Wextrust agreed to organize, facilitate, service and
in part fund an $11.3 million loan together with partners of its
choice, namely, Broadway Bank, and Wex/HPC, to be made available
to the Debtor.

On Sept. 21, 2007, the Debtor executed several notes, mortgages
and associated collateral documents to document the loan in
respect of the premises in favor of Broadway and Wex/HPC,
including (i) a Mortgage and Note Splitter Agreement for a
mortgage on the Premises in the principal amount of $8.75 million,
(ii) an Amended and Restated Land Loan Note making $8 million of
the loan payable to Broadway; (iii) an Amended and Restated Loan
Note making $750,000 of the loan payable to Wex/HPC, and
(iv) additional loan notes payable to Wex/HPC.

According to the Debtor, the Lenders breached the Loan Documents
first by failing to deliver up to $2 million of the $11.3 million
loan amount, and subsequently, by delivering only $200,000 of
$1.2 million in construction funds due to be provided to the
Debtor by December 2007, causing construction to be halted.

The Debtor claims that as a result of the Lenders' breach of the
Loan Documents by ceasing all funding and causing Guy Morris --
sole member of the Debtor -- and his brother John Morris to
provide the funding necessary to complete construction of the
Mortgaged Property, the Lenders are responsible for damages
resulting from their breaches, and are not entitled to any of the
post- April 2008 appreciated value of the Mortgaged Property that
has resulted from the funding supplied by Guy and John Morris, who
are owed the return of their capital.

In the foreclosure action and the current Chapter 11 case, the
Parties disagree as to the amount, if any, owed by Debtor to
Wex/HPC and as to any lender liability that Wex/HPC may have to
Debtor.  The Debtor believes it has valid defenses and
counterclaims against Wex/HPC and the receiver.  However, given
the cost, expense and delay associated with pending and
prospective litigation between the Parties, the result of which is
uncertain, the Parties have concluded that a compromise and
settlement of their respective claims and disputes is in their
best interests.

To avoid complex, time consuming and costly and litigation
concerning, inter alia, the Wex/HPC Claim, the Late Filed Claim
Motion, and the Debtor's claims against Wex/HPC, the parties
negotiated, through their respective counsel, a settlement and
compromise of Wex/HPC's claims as set forth in the Wextrust
Settlement Agreement.

Wex/HPC is represented by:

         FRESHFIELDS BRUCKHAUS DERINGER US LLP
         Abbey Walsh, Esq.
         Joseph Gallagher, Esq.
         601 Lexington Avenue, 31st Floor
         New York, New York 10022
         Tel: (212)277-4000
         E-mail: abbey.walsh@freshfields.com
                 joseph.gallagher@freshfields.com

                        About 56 Walker LLC

56 Walker LLC, the owner of a six-story building at 56 Walker
Street in the Tribeca section of Manhattan, returned to Chapter 11
(Bankr. S.D.N.Y. Case No. 13-11571) on May 13, 2013, this time
aiming for a $23 million sale to pay off about $14 million in
mortgages and $2 million in unsecured debt.  The Debtor scheduled
assets of $23,000,000 and liabilities of $15,996,104.

Judge Shelley Chapman was initially assigned to the case but the
case was transferred to Judge Allan L. Gropper.  Erica Feynman
Aisner, Esq., at Delbello Donnellan Weingarten Wise & Wiederkehr,
LLP, serves as the Debtor's counsel.

The previous Chapter 11 case began in September 2011 and was
dismissed in August 2012 when the bankruptcy judge refused to
approve a settlement.

On Jan. 29, 2014, Judge Allan L. Gropper of the U.S. Bankruptcy
Court for the Southern District of New York confirmed the Debtor's
Third Amended Liquidating Chapter 11 Plan, which contemplates the
sale of the Debtor's building at 56 Walker Street in the Tribeca
section of Manhattan for $18 million.


60 SHELTER ROCK: Case Summary & 10 Unsecured Creditors
------------------------------------------------------
Debtor: 60 Shelter Rock Associates, LLC
        143 West St
        New Milford, CT 06776

Case No.: 14-50217

Chapter 11 Petition Date: February 13, 2014

Court: United States Bankruptcy Court
       District of Connecticut (Bridgeport)

Judge: Hon. Alan H.W. Shiff

Debtor's Counsel: Mark Stern, Esq.
                  MARK STERN & ASSOCIATES, LLC
                  P.O. Box 2129
                  Norwalk, CT 06852
                  Tel: 203-853-2222
                  Fax: 203-855-9487
                  Email: mark@msternlaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by David A. Thomas, operating manager.


A list of the Debtor's 10 largest unsecured creditors is available
for free at http://bankrupt.com/misc/ctb14-50217.pdf


6920 WEST ALLISON: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: 6920 West Allison, LLC
        5210 North Central, #102
        Phoenix, AZ 85012

Case No.: 14-01818

Chapter 11 Petition Date: February 14, 2014

Court: United States Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Hon. George B. Nielsen Jr.

Debtor's Counsel: Philip R. Rudd, Esq.
                  POLSINELLI PC
                  City Scape Plaza
                  One E Washington St #1200
                  Phoenix, AZ 85004
                  Tel: 602-650-2000
                  Fax: 602-264-7033
                  Email: prudd@polsinelli.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by William P. Mahoney, manager.

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


APPLIED MINERALS: Amends 19.8 Million Shares Resale Prospectus
--------------------------------------------------------------
Applied Minerals, Inc., amended its registration statement on Form
S-1 relating to the offer and sale, from time to time, of up to
19,899,733 shares of its common stock with par value of $0.001.,
by Berylson Master Fund, L.P., Kingdon Associates, Conegliano
Ventures LP, et al.  The Company amended the Registration
Statement to delay its effective date.

Each Selling Stockholder will determine the prices at which the
Selling Stockholder's shares will be sold.  Although the Company
will incur expenses in connection with the registration of the
shares of Common Stock offered under this prospectus, the Company
will not receive any proceeds from the sale of the shares of
Common Stock by the Selling Stockholders.

The Company's Common Stock is quoted on the OTCQB under the symbol
"AMNL."  On  Feb. 6, 2014, the closing bid quotation of the
Company's Common Stock was $ 0.98.

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

                        http://is.gd/NRn7Y0

                       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.

Applied Minerals incurred a net loss of $9.73 million in 2012 as
compared with a net loss of $7.43 million in 2011.  The Company's
balance sheet at Sept. 30, 2013, showed $16.90 million in total
assets, $13.25 million in total liabilities and $3.64 million in
total stockholders' equity.

                         Bankruptcy Warning

"The Company has had to rely mainly on cash flow generated 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, it may have
to file bankruptcy, as there is no assurance of the foregoing,"
the company said in its annual report for the year ended Dec. 31,
2012.


APPLIED MINERALS: To Offer $13.4MM Common Shares Under Plans
------------------------------------------------------------
Applied Minerals, Inc., filed with the U.S. Securities and
Exchange Commission a Form S-8 registration statement relating to:

   (i) 8,900,000 shares of common stock issuable pursuant to the
       Applied Minerals 2012 Long Term Incentive Plan and the 2012
       Short-Term Incentive Plan, including 3,803,526 shares
       subject to options that have already been issued;

  (ii) 900,000 shares issuable upon exercise of options granted
       under William Gleeson individual plan;

(iii) 300,000 shares issuable upon exercise of options granted
       under Nat Krishnamurti individual plan;

  (iv) 385,000 shares issuable upon exercise of options granted
       under John Levy individual plans; and

  (iv) 200,481 shares issuable upon exercise of options granted
       under Evan Stone individual plans.

The proposed maximum aggregate offering price is $13.4 million.

A full-text copy of the Form S-8 prospectus is available for free
at http://is.gd/fv7lg4

                       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.

Applied Minerals incurred a net loss of $9.73 million in 2012 as
compared with a net loss of $7.43 million in 2011.  The Company's
balance sheet at Sept. 30, 2013, showed $16.90 million in total
assets, $13.25 million in total liabilities and $3.64 million in
total stockholders' equity.

                         Bankruptcy Warning

"The Company has had to rely mainly on cash flow generated 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, it may have
to file bankruptcy, as there is no assurance of the foregoing,"
the company said in its annual report for the year ended Dec. 31,
2012.


ARCAPITA BANK: RA Holding Releases Quarterly Financials
-------------------------------------------------------
RA Holding Corp. on Feb. 14 disclosed that it has published its
financial results as of and for the periods ended September 30,
2013, and December 31, 2013.

The financial reports are available at
http://dev.gardencitygroup.com/cases/arcapita/reports.php

The Company has made available its financial results under the
terms of its Mudaraba Agreement, one of the agreements
implementing a $550 million issuance of Shari'ah-compliant
financial instruments.

                      About RA Holding Corp.

RA Holding Corp. is the top-level holding company in the group
created pursuant to the plan of reorganization of Arcapita Bank
B.S.C.(c) and certain of its affiliates under chapter 11 of the
United States Bankruptcy Code.

                        About Arcapita Bank

Arcapita Bank B.S.C., also known as First Islamic Investment Bank
B.S.C., along with affiliates, filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 12-11076) in Manhattan on March 19,
2012.  The Debtors said they do not have the liquidity necessary
to repay a US$1.1 billion syndicated unsecured facility when it
comes due on March 28, 2012.

Falcon Gas Storage Company, Inc., filed a Chapter 11 petition
(Bankr. S.D.N.Y. Case No. 12-11790) on April 30, 2012.  Falcon Gas
is an indirect wholly owned subsidiary of Arcapita that previously
owned the natural gas storage business NorTex Gas Storage Company
LLC.  In early 2010, Alinda Natural Gas Storage I, L.P. (n/k/a
Tide Natural Gas Storage I, L.P.), Alinda Natural Gas Storage II,
L.P. (n/k/a Tide Natural Gas Storage II, L.P.) acquired the stock
of NorTex from Falcon Gas for $515 million. Arcapita guaranteed
certain of Falcon Gas' obligations under the NorTex Purchase
Agreement.

The Debtors tapped Gibson, Dunn & Crutcher LLP as bankruptcy
counsel, Linklaters LLP as corporate counsel, Towers & Hamlins LLP
as international counsel on Bahrain matters, Hatim S Zu'bi &
Partners as Bahrain counsel, KPMG LLP as accountants, Rothschild
Inc. and financial advisor, and GCG Inc. as notice and claims
agent.

Milbank, Tweed, Hadley & McCloy LLP represented the Official
Committee of Unsecured Creditors.  Houlihan Lokey Capital, Inc.,
served as its financial advisor and investment banker.

Founded in 1996, Arcapita is a global manager of Shari'ah-
compliant alternative investments and operates as an investment
bank.  Arcapita is not a domestic bank licensed in the United
States.  Arcapita is headquartered in Bahrain and is regulated
under an Islamic wholesale banking license issued by the Central
Bank of Bahrain.  The Arcapita Group employs 268 people and has
offices in Atlanta, London, Hong Kong and Singapore in addition to
its Bahrain headquarters.  The Arcapita Group's principal
activities include investing on its own account and providing
investment opportunities to third-party investors in conformity
with Islamic Shari'ah rules and principles.

The Arcapita Group had roughly US$7 billion in assets under
management.  On a consolidated basis, the Arcapita Group owns
assets valued at roughly US$3.06 billion and has liabilities of
roughly US$2.55 billion.  The Debtors owe US$96.7 million under
two secured facilities made available by Standard Chartered Bank.

Arcapita explored out-of-court restructuring scenarios but was
unable to achieve 100 percent lender consent required to
effectuate the terms of an out-of-court restructuring.

Subsequent to the Chapter 11 filing, Arcapita Investment Holdings
Limited, a wholly owned Debtor subsidiary of Arcapita in the
Cayman Islands, issued a summons seeking ancillary relief from the
Grand Court of the Cayman Islands with a view to facilitating the
Chapter 11 cases.  AIHL sought the appointment of Zolfo Cooper as
provisional liquidator.

As reported in the TCR on Jun 19, 2013, the Bankruptcy Court for
the Southern District of New York entered its Findings of Fact,
Conclusions of Law, and Order confirming the Second Amended Joint
Chapter 11 Plan of Reorganization of Arcapita Bank B.S.C.(c) and
Related Debtors with respect to each Debtor other than Falcon Gas
Storage Company, Inc.

A copy of the Confirmed Second Amended Joint Plan (With First
Technical Modifications) is available at:

          http://bankrupt.com/misc/arcapita.doc1265.pdf

The effective date of the Debtors' Second Amended Joint Plan of
Reorganization, dated as of June 11, 2013, occurred on Sept. 17,
2013.


AUTOMATED BUSINESS: Wants Control of Chapter 11 Case Until May 6
----------------------------------------------------------------
Automated Business Power LLC and Automated Business Power Holding
Co. ask the U.S. Bankruptcy Court for the District of Maryland to
extend its exclusive periods to:

  a) file a Chapter 11 plan until May 6, 2014, and

  b) solicit acceptances of that plan through and until July 6,
     2014.

The Debtors' current plan proposal period was scheduled to expire
Feb. 5, 2014, and the solicitation period was scheduled to expire
April 6, 2014, absent an extension.

The Debtors tell the Court that there has not been sufficient time
to formulate a plan of reorganization.  The Debtors say they have
been compelled to engage in time-consuming litigation with their
secured creditor, PNC Bank, concerning cash collateral, post-
petition financing and other less controversial subjects,
including employment of the Debtors' professionals.  Now that a
number of the controversies have been resolved, the Debtors will
be able to devote the necessary time to formulate and negotiate
plans of reorganization, the Debtor notes.

                 About Automated Business Power

Military supplier Automated Business Power, Inc., and Automated
Business Power Holding Co filed their Chapter 11 petitions (Bankr.
D. Md. Case Nos. 13-27123 and 13-27125) on Oct. 8, 2013.

Automated Business Power has been engaged in the design and
production of advanced filed deployable uninterruptible power
supplies, AC-to-DC power supplier, DC-to-DC converters,
uninterruptible power systems, Power/Voice/Data cases, speakers,
speaker/voice systems and ancillary equipment tactical
transceivers, power amplifiers, SATCOM, and other communications
equipment.

The petitions were signed by Daniel Akman as president.  The
Debtors estimated assets of at least $50 million and liabilities
of at least $10 million.

The Debtor is represented by Nelson C. Cohen, Esq., at Zuckerman
Spaeder LLP, in Washington, D.C.

PNC Bank is represented by James M. Smith, Esq., and Lisa Bittle
Tancredi, Esq., at Gebhardt & Smith LLP.

The Debtor tapped Dickinson Wright and Michael R. Holzman as
Special ESOP Plan counsel.

On Nov. 4, 2013, Judy A. Robbins, U.S. Trustee for Region 4,
notified the Bankruptcy Court that she has not appointed an
unsecured creditors' committee in the Chapter 11 case because the
number of persons eligible and willing to serve on such a
committee is presently insufficient to form a committee.  The U.S.
Trustee will appoint an unsecured creditors' committee upon the
request of an adequate number of eligible unsecured creditors.


AUTOMATED BUSINESS: Court Approves Dickinson as ESOP Plan Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland authorized
Automated Business Power, Inc. and Automated Business Power
Holding Company to employ Dickinson Wright and Michael R. Holzman
as Special ESOP Plan counsel for the Debtors.

As reported in Troubled Company Reporter on Jan. 30, 2014,
services to be rendered by the Dickinson Firm include:

   (a) advising the Debtors, and the professionals employed by the
       Debtors, in connection with all legal and regulatory
       compliance issues which arise in connection with the ESOP
       Plan;

   (b) preparing on behalf of the Debtors, reports and other
       papers necessary in connection with the ESOP Plan; and

   (c) performing all other necessary legal services and provide
       all other necessary legal advice to the Debtors and the
       professionals employed by the Debtors in connection with
       the ESOP Plan.

Dickinson Firm's billing rates currently range from $300 to $550
per hour, depending upon the legal professional's experience and
qualifications.  The hourly rates are subject to periodic
increases in the normal course of the Dickinson Firm's business.

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

Dickinson Firm holds a prepetition claim against the Debtor in
the amount of $2,347.50 for services rendered in connection with
the ESOP.

In 2008, all of the issued and outstanding shares of Holding Co.
were purchased by Automated Business Power Holding Co. Employee
Stock Ownership Trust (the "Trust") which forms a part of the
Automated Business Power Holding Co. Stock Ownership Plan (the
Trust and the Plan are referred to as the "ESOP Plan").

Michael R. Holzman, member of Dickinson Firm, 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.

Dickinson Firm can be reached at:

       Michael R. Holzman, Esq.
       DICKINSON FIRM
       International Square
       1875 Eye St. N.W., Suite 1200
       Washington, D.C. 20006
       Tel: (202) 659-6931
       Fax: (202) 659-1559
       E-mail: MHolzman@dickinsonwright.com

                  About Automated Business Power

Military supplier Automated Business Power, Inc., and Automated
Business Power Holding Co filed their Chapter 11 petitions (Bankr.
D. Md. Case Nos. 13-27123 and 13-27125) on Oct. 8, 2013.

Automated Business Power has been engaged in the design and
production of advanced filed deployable uninterruptible power
supplies, AC-to-DC power supplier, DC-to-DC converters,
uninterruptible power systems, Power/Voice/Data cases, speakers,
speaker/voice systems and ancillary equipment tactical
transceivers, power amplifiers, SATCOM, and other communications
equipment.

The petitions were signed by Daniel Akman as president.  The
Debtors estimated assets of at least $50 million and liabilities
of at least $10 million.

The Debtor is represented by Nelson C. Cohen, Esq., at Zuckerman
Spaeder LLP, in Washington, D.C.

PNC Bank is represented by James M. Smith, Esq., and Lisa Bittle
Tancredi, Esq., at Gebhardt & Smith LLP.

On Nov. 4, 2013, Judy A. Robbins, U.S. Trustee for Region 4,
notified the Bankruptcy Court that she has not appointed an
unsecured creditors' committee in the Chapter 11 case because the
number of persons eligible and willing to serve on such a
committee is presently insufficient to form a committee.  The U.S.
Trustee will appoint an unsecured creditors' committee upon the
request of an adequate number of eligible unsecured creditors.


AUTOMATED BUSINESS: Wants Lease Decision Period Extended to May 6
-----------------------------------------------------------------
Automated Business Power, Inc., asked the U.S. Bankruptcy Court
for the District of Maryland to extend for an additional 90 days,
through and Including May 6, 2014, the time during which it may
assume or reject leases of non-residential real property.

The Debtor conducts its business out of two locations that are the
subject of three non-residential leases.

On July 1, 2007, the Debtor entered into a five year lease of
commercial space located at 7611-J Rickenbacker Drive,
Gaithersburg, Maryland, with First Power Group, LLC, which is
owned by Eyal Halevy, the former Chairman of the Board of the
Debtor.  On Nov. 22, 2011, the parties amended the lease extending
the term until June 30, 2017.  On Oct. 15, 2007, the Debtor
entered into a five year lease of commercial space located at
7611-K Rickenbacker Drive, Gaithersburg, Maryland, with First
Power Group, LLC.  On Nov. 22, 2011, the parties extended the term
of the lease until Sept. 30, 2017.  The two properties located on
Rickenbacker Drive are used as the Debtor's headquarters and most
of the Debtor's employees work at this site.

On June 1, 2009, the Debtor entered into a three year lease of
commercial space located at 18927 and 18929 Premiere Court,
Gaithersburg, Maryland, with First Power Group, LLC.  On Nov. 22,
2011 the parties amended the lease to extend the term of the lease
until May 31, 2017.  The premises located at Premiere Court are
used principally for storage of equipment and inventory for which
there is no room at the Rickenbacker Drive locations.

The Debtor's headquarters and principal place of business are the
properties leased under the Rickenbacker J and Rickenbacker K
leases.  The Premiere location is used to store equipment and
inventory that is not immediately needed at the Rickenbacker Drive
locations.  The Debtors have not yet formulated the terms of their
plans of reorganization and ABP Inc. is not yet able to make a
final decision with respect to the Building Leases.  Extending the
period to assume or reject the Building Leases will provide the
Debtor with the time and flexibility it requires to determine the
ultimate disposition of the Building Leases in conjunction with
its plan of reorganization.

The Landlord has agreed to defer the rent due on the Building
Leases until Dec. 31, 20142.

"If the Debtor is forced to assume the Building Leases at this
time, the estate may be unnecessarily burdened with administrative
expenses if it later determines that assumption of one or all of
the Building Leases is not required.  Similarly, premature
rejection of the Building Leases would leave the Debtor without a
headquarters location and cripple its ability to reorganize and
its efforts to maximize recovery for the benefit of creditors,"
the Debtor stated in its Jan. 23, 2014 court filing.

                 About Automated Business Power

Military supplier Automated Business Power, Inc., and Automated
Business Power Holding Co filed their Chapter 11 petitions (Bankr.
D. Md. Case Nos. 13-27123 and 13-27125) on Oct. 8, 2013.

Automated Business Power has been engaged in the design and
production of advanced filed deployable uninterruptible power
supplies, AC-to-DC power supplier, DC-to-DC converters,
uninterruptible power systems, Power/Voice/Data cases, speakers,
speaker/voice systems and ancillary equipment tactical
transceivers, power amplifiers, SATCOM, and other communications
equipment.

The petitions were signed by Daniel Akman as president.  The
Debtors estimated assets of at least $50 million and liabilities
of at least $10 million.

The Debtor is represented by Nelson C. Cohen, Esq., at Zuckerman
Spaeder LLP, in Washington, D.C.

PNC Bank is represented by James M. Smith, Esq., and Lisa Bittle
Tancredi, Esq., at Gebhardt & Smith LLP.

The Debtor proposed to hire Dickinson Wright and Michael R.
Holzman as Special ESOP Plan Counsel.


BENTLEY PREMIER: Court Denies Motion to Review HHDU Rejection
-------------------------------------------------------------
The Hon. Brenda T. Rhoades of the U.S. Bankruptcy Court for the
Eastern District of Texas has denied Hiersche, Hayward, Drakely, &
Urbach, P.C.,'s motion for reconsideration of and to alter and
amend the order denying its employment as counsel for Bentley
Premier Builders, LLC.

As reported by the Troubled Company Reporter on Jan. 27, 2014, the
Court previously denied the Debtor's request to employ HHDU after
two full days of an evidentiary hearing that involved testimony
and dozens of exhibits.  Parties-in-interest Mark Smith Custom
Homes, Inc., Peckham Custom Builders, Ltd., Don Chiles, Bill
Loughborough, Teresa Loughborough, and Mark Pitts, objected to
HHDU's motion for reconsideration of the Court's order.  HHDU
claimed that the Court did not do a good enough job considering
the evidence before it and in weighing the credibility of one of
the firm's main witnesses, Sandra Golgart, who also served as the
fiduciary in charge of the Debtor.  Mark Smith Custom Homes et al.
contended that HHDU did not identify any change in controlling
law, newly-discovered evidence, or actual "manifest error" of law
or fact.  Instead, it simply seeks a "do-over," asking the Court
to disregard its careful examination of the record and reach a
different, more favorable result for them.

On Jan. 22, 2014, the Court authorized Jason R. Searcy, the
Chapter 11 trustee, to sell, transfer, and convey, free and clear
of all liens in accordance with 11 U.S.C. Section 363(f) all
right, title and interest held by the bankruptcy estate for a cash
consideration of $257,050 in and to Lot 1, Block F, Normandy
Estates Addition, County of Denton, aka 6836 Cousteau Ct., Plano,
Texas.  All liens, claims and encumbrances will attach to the
closing proceeds of the sale to the same extent, in the same
priority, and with the same validity, as was the case prior to the
proposed sale.  The Chapter Trustee is authorized to pay from the
closing proceeds of the sale all proven liens, taxes, and costs of
sale.  The Chapter 11 Trustee is further authorized to pay from
the closing proceeds of the sale the premium for title policy, and
other incidental closing expenses that are reasonable and
customary in real estate transactions.

                       About Bentley Premier

Bentley Premier Builders, LLC, is a Texas limited liability
company in the business of selling high-end residential lots and
building high-quality luxury homes.  The Debtor owns and develops
lots, primarily in the two subdivisions known as Normandy Estates,
which straddles both Denton and Collin Counties, near the
intersection of Spring Creek Parkway and Midway Road in Plano, and
Wyndsor Pointe, which is located in Frisco off Stonebrook Parkway,
one-half mile west of the Dallas North Tollway.  The company has
100 vacant residential lots, with listing prices ranging from
$150,000 to $900,000.  In addition to these vacant lots, the
company owns a model house and an Amenities Center in Normandy
Estates, two houses in Wyndsor Pointe, some common areas and an
approximately 5-acre tract zoned for commercial use.

Bentley filed a Chapter 11 petition (Bankr. E.D. Tex. Case No.
13-41940) on Aug. 6, 2013 in Sherman, Texas.  The Debtor disclosed
$35,793,857 in assets and $30,428,782 in liabilities as of the
Chapter 11 filing.

The Phillip M. Pourchot Revocable Trust (led by co-trustee Phillip
M. Pourchot) and Sandy Golgart each hold a 50% member's interest
in the Debtor.  Ms. Golgart signed the bankruptcy petition.

The Debtor sought bankruptcy after Starside LLC, an entity owned
by Phillip Pourchot, acquired the note issued to Sovereign Bank
for a $7,250,000 loan, and served notice of its attempt to
foreclose upon properties securing the note.

Gerald P. Urbach, Esq., and Jason A. Katz, Esq., at Hiersche,
Hayward, Drakeley & Urbach, P.C., in Addison, Texas, serve as the
Debtor's counsel.

Judge Brenda Rhoades presides over the case.

A chapter 11 trustee was appointed following motions filed by the
U.S. Trustee and the Pourchot Trust.  Jason R. Searcy, the Chapter
11 trustee, tapped to employ Joshua P. Searcy, Esq., at Searcy &
Searcy, P.C. as attorneys, and Gollob, Morgan, Peddy & Co., P.C.,
as accountants.

The deadline to file claims against and interest in the Debtor
expired Dec. 5, 2013.  Governmental entities had until Feb. 3,
2014, to file proofs of claim.

Competing plans of reorganization have been filed on behalf of the
Debtor by Starside, LLC and the Phillip M. Pourchot Revocable
Trust, on the one hand; and Sandy Golgart, on the other.  The
Trust and Golgart each own 50% of the Debtor.  Golgart's plan
would allow Golgart to maintain control of the Debtor.  If
Pourchot's plan is approved, Pourchot will likely grab control of
the company as the plan would allow it to submit a credit bid for
the assets.

The two factions differ on the valuation of the Debtor's assets
and the amount of Pourchot's claims.  Golgart's Plan says the
Debtor's properties have a fair market value in excess of $36
million and the maximum amount of the secured debt is $18 million,
thus leaving substantial equity in the Debtor's properties.
Pourchot's plan says the present value of the Debtor's real estate
assets is just $23 million to $27 million, and the secured claims
of Pourchot and Starside are at least $29.2 million -- thus equity
is out of the money, and Golgart would be wiped out.

Plan votes are due March 7, 2014.  The Plan confirmation will
start March 28 and may be continued as needed on March 31.

Golgart is represented by Mark A. Castillo, Esq., and Joshua L.
Shepherd, Esq., at Curtis | Castillo PC; and John T. Palter, Esq.,
and Kimberly M. J. Sims, Esq., at Palter Stokley Sims Wright PLLC.

The Pourchot Parties are represented by Mark E. Andrews, Esq., and
Aaron M. Kaufman, Esq., at Cox Smith Matthews Incorporated; and
Laura L. Worsham, Esq., and Lynn Schleiner, Esq., at Jones, Allen
& Fuquay, LLC.


BERNALILLO COUNTY, NM: Bond Buys Set Off Alarm, Probes
------------------------------------------------------
Nathan Koppel, writing for The Wall Street Journal, reported that
New Mexico's most populous county is facing a budget crunch amid
allegations that its treasurer's office mismanaged more than $250
million in its investment portfolio, a situation that has
triggered state investigations and a recall drive.

According to the report, Bernalillo County, which includes about a
third of the state's two million residents, has responded by
implementing cost-cutting measures and is exploring selling a jail
and other real estate in Albuquerque to raise funds.

Treasurer Manny Ortiz also sold some bonds early, at a loss of
about $750,000, to address cash-flow concerns, the report said.
Through his lawyer, Mr. Ortiz has denied wrongdoing.

The New Mexico Auditor's Office, one of several state agencies
investigating the Bernalillo County Treasurer's Office, is asking
independent auditors to examine the county's investment
transactions since 2010, the report related.

In a letter to county officials last month, State Auditor Hector
Balderas said the audit would examine whether payments received by
the county's investment brokers met "best practices," whether the
county frequently used the same brokers to buy and sell
securities, and how it calculated the county's cash-flow needs,
the report further related.


BETSEY JOHNSON: Court OKs Settlement With Potential Defendants
--------------------------------------------------------------
The Hon. James M. Peck of the U.S. Bankruptcy Court for the
Southern District of New York has approved Betsey Johnson LLC's
settlement agreement with the Official Committee of Unsecured
Creditors, Betsey Johnson, Chantal Bacon, BJ Vines, Inc., well as
Castanea Partners Inc., Castanea Family Holdings LLC, Castanea
Family Investments LLC and Castanea Partners Fund 111 L.P.

As reported by the Troubled Company Reporter on Dec. 26, 2013, the
Parties have reached an agreement memorialized by the terms of the
settlement agreement to resolve any potential disputes with
respect to the potential causes of action and any other potential
causes of action that may exist between the Debtor, the Debtor's
creditors and the Potential Defendants.

Under the settlement agreement, Betsey, Chantal and Castanea will
remit cash payments to the Debtor in the aggregate amount of
$1.4 million.  The payment by Betsey, Chantal and Castanea will be
conditioned on the Debtor remitting payment in satisfaction of the
allowed priority claim of the State of New York for unpaid sales
and use taxes, which was paid on or about Dec. 6, 2013, in
furtherance of the settlement.  The Debtor and Committee, on the
one hand, and the Potential Defendants, on the other, will provide
mutual general releases.  The Effective Date of the Settlement
Agreement will be the first business day 14 calendar days after
entry on the docket of a Court order approving the motion.

                        About Betsey Johnson

New York-based women's fashion retailer Betsey Johnson LLC filed a
Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 12-11732)
on April 26, 2012, to effectuate a sale of its assets.

Formed as B.J. Vines by its namesake, iconic fashion designer
Betsey Johnson in 1978, the Debtor sells clothing, footwear,
handbags and a signature fragrance through 63 Betsey Johnson
retail stores and outlets in the U.S.  The Company, which has 400
employees, also sells its products in department and specialty
stores worldwide, including Macy's and Lord & Taylor, and online
at http://www.betseyjohnson.com/ Non-debtor subsidiaries operate
five stores in Canada and one store in England.

In 2010, Steven Madden Ltd. a footwear designer and marketer,
swapped US$27.4 million of secured debt for ownership of Betsey
Johnson's trademarks and intellectual property.  The deal
satisfied all outstanding debt under a US$50 million term loan
used to finance the business' acquisition by Castanea Partners.
At the same time, Castanea, the company's majority owner, made a
new capital investment of US$3 million as part of the deal with
Madden.

Betsey Johnson estimated assets and debts of US$10 million to
US$50 million as of the Chapter 11 filing.

Judge James Peck oversees the case.  The Debtor tapped the law
firm of Goulston & Storrs, as counsel; Togut, Segal & Segal, LLP,
as co-counsel; and Donlin Recano & Company as claims and notice
agent.  The petition was signed by Jonathan Friedman, chief
financial officer.

Hahn & Hessen LLP serves as the Official Committee of Unsecured
Creditors' counsel.

In May 2012, Betsey Johnson received court approval to begin
liquidation after the Debtor failed to attract going concern
bidders.  Liquidators Gordon Brothers Group Inc. and Hilco
Merchant Resources LLC offered the top bid for the right to run
the chain's going-out-of-business sales.  The bid will bring the
Debtor about $5.2 million immediately, and more money could
trickle in to pay off its debts if the liquidation effort brings
in more money than expected.

Hilco is represented by Chris L. Dickerson, Esq., at DLA Piper
LLP (US).  Counsel for Steven Madden, Ltd., is Neil Herman, Esq.,
at Morgan, Lewis & Bockius LLP.  Counsel for First Niagara
Commercial Finance, Inc., the DIP Lender, is James C. Fox, Esq.,
at Ruberto, Israel & Weiner.


BETSEY JOHNSON: Court Approves Donlin Recano as Voting Agent
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Betsey Johnson LLC to employ Donlin, Recano & Company,
Inc. as solicitation and voting agent, nunc pro tunc to Dec. 16,
2013.

Donlin Recano presently serves as claims and noticing agent in the
case.

As reported in the Troubled Company Reporter on Jan. 7, 2014, the
Debtor requires Donlin Recano to:

   (a) assist with, among other things, solicitation, balloting
       and tabulation and calculation of votes, as well as
       preparing any appropriate reports, as required in
       furtherance of confirmation of plans of reorganization (the
       "Balloting Services");

   (b) generating an official ballot certification and testifying,
       If necessary, in support of the ballot tabulation results;

   (c) in connection with the Balloting Services, handle requests
       For documents from parties in interest;

   (d) provide a confidential data room, if requested;

   (e) managing and coordinating any distributions pursuant to a
       confirmed plan of reorganization or otherwise; and

   (f) provide such other processing, solicitation, balloting and
       Other administrative services described in the Services
       Agreement, but not included in the Section 156(c)
       Application, as may be requested from time to time by the
       Debtor, the Court or the Clerk.

Donlin Recano will be paid at these discounted hourly rates:

       Senior Bankruptcy Consultant         $217
       Consultant                           $205
       Case Manager                         $149-$180
       Tech/Programming Consultant          $138-$158
       Analyst                              $115
       Clerical                              $46

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

Prior to the filing of the Chapter 11 case, the Debtor paid Donlin
Recano a $15,000 retainer.  No additional retainer is being paid
for Donlin Recano's expanded services.

Colleen McCormick, chief operating officer of Donlin Recano,
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.

Donlin Recano can be reached at:

       Colleen McCormick
       DONLIN, RECANO & COMPANY, INC.
       419 Park Avenue South
       New York, NY 10016
       Tel: (212) 481-1411
       Fax: (212) 481-1416

                       About Betsey Johnson

New York-based women's fashion retailer Betsey Johnson LLC filed a
Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 12-11732)
on April 26, 2012, to effectuate a sale of its assets.

Formed as B.J. Vines by its namesake, iconic fashion designer
Betsey Johnson in 1978, the Debtor sells clothing, footwear,
handbags and a signature fragrance through 63 Betsey Johnson
retail stores and outlets in the U.S.  The Company, which has 400
employees, also sells its products in department and specialty
stores worldwide, including Macy's and Lord & Taylor, and online
at http://www.betseyjohnson.com/ Non-debtor subsidiaries operate
five stores in Canada and one store in England.

In 2010, Steven Madden Ltd. a footwear designer and marketer,
swapped US$27.4 million of secured debt for ownership of Betsey
Johnson's trademarks and intellectual property.  The deal
satisfied all outstanding debt under a US$50 million term loan
used to finance the business' acquisition by Castanea Partners.
At the same time, Castanea, the company's majority owner, made a
new capital investment of US$3 million as part of the deal with
Madden.

Betsey Johnson estimated assets and debts of US$10 million to
US$50 million as of the Chapter 11 filing.

Judge James Peck oversees the case.  The Debtor tapped the law
firm of Goulston & Storrs, as counsel; Togut, Segal & Segal, LLP,
as co-counsel; and Donlin Recano & Company as claims and notice
agent.  The petition was signed by Jonathan Friedman, chief
financial officer.

Hahn & Hessen LLP serves as counsel to the Official Committee of
Unsecured Creditors.

In May 2012, Betsey Johnson received court approval to begin
liquidation after the Debtor failed to attract going concern
bidders.  Liquidators Gordon Brothers Group Inc. and Hilco
Merchant Resources LLC offered the top bid for the right to run
the chain's going-out-of-business sales.  The bid brought the
Debtor about $5.2 million immediately, and more money could
trickle in to pay off debts if the liquidation effort brings
in more money than expected.

Hilco is represented by Chris L. Dickerson, Esq., at DLA Piper
LLP (US).  Counsel for Steven Madden, Ltd., is Neil Herman, Esq.,
at Morgan, Lewis & Bockius LLP.  Counsel for First Niagara
Commercial Finance, Inc., the DIP Lender, is James C. Fox, Esq.,
at Ruberto, Israel & Weiner.


BION ENVIRONMENTAL: Incurs $739,000 Net Loss in Dec. 31 Qtr.
------------------------------------------------------------
Bion Environmental Technologies, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing a net loss of $739,468 on $0 of revenue for the
three months ended Dec. 31, 2013, as compared with a net loss of
$1.18 million on $0 of revenue for the same period last year.

For the six months ended Dec. 31, 2013, the Company incurred a net
loss of $2.24 million on $0 of revenue as compared with a net loss
of $3.63 million on $0 of revenue for the same period during the
prior year.

Bion Environmental incurred a net loss of $8.24 million for the
year ended June 30, 2013, as compared with a net loss of $6.46
million during the prior year.

The Company's balance sheet at Dec. 31, 2013, showed $6.93 million
in total assets, $11.70 million in total liabilities, $22,400 in
series B redeemable convertible preferred stock, and a $4.78
million total deficit.

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

                         http://is.gd/STLdN1

                      About Bion Environmental

Bion Environmental Technologies Inc.'s patented and proprietary
technology provides a comprehensive environmental solution to a
significant source of pollution in US agriculture, large scale
livestock facilities known as Confined Animal Feeding Operations.
Bion's technology produces substantial reductions of nutrient
releases (primarily nitrogen and phosphorus) to both water and air
(including ammonia, which is subsequently re-deposited to the
ground) from livestock waste streams based upon the Company's
operations and research to date (and third party peer review).

GHP HORWATH, P.C., in Denver, Colorado, 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 not generated significant revenue and has suffered
recurring losses from operations.  These factors raise substantial
doubt about its ability to continue as a going concern.


BOMBARDIER INC.: Moody's Lowers Corporate Family Rating to 'Ba3'
----------------------------------------------------------------
Moody's Investors Service downgraded Bombardier Inc.'s Corporate
Family rating to Ba3 from Ba2, Probability of Default rating to
Ba3-PD from Ba2-PD and Senior Unsecured ratings to Ba3 from Ba2.
The company's Speculative Grade Liquidity rating was lowered to
SGL-3 from SGL-2. Various Industrial Revenue Bonds ("IRB") backed
by Bombardier were also downgraded to Ba3 from Ba2. Bombardier's
ratings outlook was changed to stable from negative.

Downgrades:

Issuer: Bombardier Inc.

Corporate Family Rating, Downgraded to Ba3 from Ba2

Probability of Default Rating, Downgraded to Ba3-PD from Ba2-PD

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

$750M 4.25% Senior Unsecured Regular Bond/Debenture Jan 15, 2016,
Downgraded to Ba3 from Ba2

$1250M 6.125% Senior Unsecured Regular Bond/Debenture Jan 15,
2023, Downgraded to Ba3 from Ba2

$250M 7.45% Senior Unsecured Regular Bond/Debenture May 1, 2034,
Downgraded to Ba3 from Ba2

$162M 6.3% Senior Unsecured Regular Bond/Debenture May 1, 2014,
Downgraded to Ba3 from Ba2

$500M 5.75% Senior Unsecured Regular Bond/Debenture Mar 15, 2022,
Downgraded to Ba3 from Ba2

$650M 7.5% Senior Unsecured Regular Bond/Debenture Mar 15, 2018,
Downgraded to Ba3 from Ba2

$850M 7.75% Senior Unsecured Regular Bond/Debenture Mar 20, 2020,
Downgraded to Ba3 from Ba2

EUR780M 6.125% Senior Unsecured Regular Bond/Debenture May 15,
2021, Downgraded to Ba3 from Ba2

EUR785M 7.25% Senior Unsecured Regular Bond/Debenture Nov 15,
2016, Downgraded to Ba3 from Ba2

Issuer: Broward (County of) FL

$8.4M 7.5% Senior Unsecured Revenue Bonds Nov 1, 2020, Downgraded
to Ba3 from Ba2

Issuer: Connecticut Development Authority

US$17.7M 7.95% Senior Unsecured Revenue Bonds Apr 1, 2026,
Downgraded to Ba3 from Ba2

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

$48.5M 6.15% Senior Unsecured Revenue Bonds Jan 1, 2016,
Downgraded to Ba3 from Ba2

$15.5M 7% Senior Unsecured Revenue Bonds Jan 1, 2016, Downgraded
to Ba3 from Ba2

Outlook Actions:

Issuer: Bombardier Inc.

Outlook, Changed to Stable from Negative

Ratings Rationale

"The downgrade of Bombardier's ratings is driven by its higher
than expected cash consumption in 2013 and our view that the
company's negative cash flow and elevated leverage will persist
longer than Moody's previously expected", said Darren Kirk,
Moody's Vice President and Senior Credit Officer.

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 rising debt levels to
fund free cash flow consumption that Moody's estimates will 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.

Bombardier's liquidity is adequate (SGL-3) driven by $3.4 billion
of consolidated cash at December 31, 2013, $1.4 billion
(equivalent) in unused revolvers ($750 million at BA due June 2016
and EUR500 million at BT due March 2015) compared to $213 million
of current debt maturities and Moody's estimate that the company's
free cash flow consumption will total about $750 million in 2014.
While notional liquidity is good, significant quarterly working
capital swings and modest covenant constraints cause Moody's to
view Bombardier's liquidity as adequate rather than good.

The stable outlook reflects Moody's expectation that Bombardier
will steadily curtail its cash consumptiveness and record modest
earnings growth through the next 12-18 months.

Bombardier's rating could be downgraded if the CSeries is further
delayed or if Moody's expected Bombardier's adjusted leverage
would be sustained above 6.5x. Downward rating pressure could also
arise should Moody's have concerns over the adequacy of
Bombardier's 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 at least adequate 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 Lowers CCR to 'BB-' on Weak Credit Metrics
--------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its ratings on
Montreal-based Bombardier Inc. including its long-term corporate
credit rating to 'BB-' from 'BB'.  The outlook is stable.

"The downgrade reflects what we view as the Bombardier's lower-
than-expected cash generation in 2013 and our expectation for
continue negative free cash flow in 2014," said Standard & Poor's
credit analyst Jamie Koutsoukis.  "Furthermore, we do not believe
the company will be able to improve its credit measures to levels
that will support a 'BB' corporate credit rating through our
outlook period to late 2015," Ms. Koutsoukis added.

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."

The stable outlook reflects S&P's belief that Bombardier's credit
metrics will remain in the highly leveraged category through 2015
and, specifically, funds from operations (FFO) to debt will remain
below 12% at year-end 2015.  The outlook also incorporates S&P's
expectation that the company maintains forward progression on
placing the CSeries into service in late 2015 and has sufficient
liquidity through this period to achieve this.

S&P could lower the rating on Bombardier should the CSeries
experience further delays or order levels do not allow for
profitable production, resulting in a reassessment of the
company's business risk profile.  In addition, should the company
be unable to improve margins and operating performance at both the
aerospace and transportation division to guidance levels and
generate positive free cash flow post-2015, S&P could also
reassess the company's business risk profile leading to a
downgrade.

An upgrade would be contingent on Bombardier being able to place
the CSeries into service, effectively removing the execution and
cost risks associated with the program combined with a recovery of
its credit metrics, specifically FFO to debt of 12% or higher, and
the company demonstrating an ability to generate sustained
positive free cash flow.


BRIER CREEK: Plan Consummated; Debtor Wants Case Closed
-------------------------------------------------------
Brier Creek Corporate Center Associates Limited Partnership filed
with the U.S. Bankruptcy Court for the Eastern District of North
Carolina a motion for final decree to close case.

As reported by the Troubled Company Reporter on May 9, 2013, the
Court confirmed the Debtors' First Amended and Restated Joint
Plan of Reorganization dated April 22, 2013, a copy of which is
available at http://bankrupt.com/misc/briercreek.doc424.pdf

The Debtor stated in its Jan. 30, 2014 court filing that the Plan,
has been substantially consummated, and that no matters in this
case remain for consideration or disposition by the Court.  The
Plan provided that the Debtor will use rental income generated by
the property owned by the Debtor, as well as funds borrowed from
other related companies, to fund payments under the Plan.  The
Debtor is making payments on the allowed claims as required by the
terms of the Plan.

The final fee application of professionals retained by the Debtor
will be filed in the lead case of Brier Creek Corporate Center
Associates Limited Partnership contemporaneously with the filing
of the final report and account of the estate in the proceeding.

                    About Brier Creek Corporate

Brier Creek Corporate Center Associates Limited and eight other
related affiliates filed for Chapter 11 protection (Bankr.
E.D.N.C. Lead Case No. 12-01855) on March 9, 2012.  The Debtors
own real property located in Wake County, North Carolina and
Mecklenburg County, North Carolina.  In most instances, the real
property owned by the Debtors consists of land upon which is
constructed commercial or industrial buildings consisting of
office, service or retail space.

The other debtors are Brier Creek Office #4, LLC; Brier Creek
Office #6, LLC; Service Retail at Brier Creek, LLC; Service Retail
at Whitehall II Limited Partnership; Shopton Ridge 30-C, LLC;
Whitehall Corporate Center #4, LLC; Whitehall Corporate Center #5,
LLC; and Whitehall Corporate Center #6, LLC.

Brier Creek is a 106-acre development that is to have 2.8 million
square feet of commercial space.  Whitehall has 146 acres and will
have 4 million square feet on completion.  Brier Creek Corporate
scheduled assets of $19,713,147 and liabilities of $18,086,183.

Judge Stephani W. Humrickhouse oversees the case.  Northen Blue,
LLP, serves as counsel to the Debtors.  C. Richard Rayburn, Jr.
and the firm Rayburn Cooper & Durham, P.A., serve as special
counsel.  Grant Thornton LLP is the accountant.  Bidencope &
Associates was hired as appraiser.  The petitions were signed by
Terry Bradshaw, vice president.

Brier Creek's other affiliated entities are Cary Creek Limited
Partnership; Shopton Ridge Business Park Limited Partnership; AAC
Retail Property Development and Acquisition Fund, LLC; American
Asset Corporation Companies Limited; and American Asset
Corporation. Cary Creek Limited Partnership filed a voluntary
petition on Jan. 3, 2013.  By order entered Jan. 10, 2013, the
bankruptcy case of Cary Creek Limited Partnership was consolidated
with the other debtors' cases and all of the cases are now being
jointly administered for procedural purposes only.


BUFFET PARTNERS: Can Use Cash Collateral Until Feb. 23
------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas,
Dallas Division, gave Buffet Partners, L.P., et al., interim
authority to use cash collateral securing their prepetition
indebtedness to Chatham Credit Management III, LLC, as agent for
Chatham Investment Fund QPIII, LLC, and Chatham Investment Fund
III, LLC, as administrative agent for the lenders.  As of Feb. 4,
2014, the principal amount of the indebtedness was $39.5 million.

The Debtors said in court papers that they need the cash
collateral to continue operating their business.

During the Interim Period, Chatham will be granted adequate
protection liens, and an administrative priority claim, subject to
a carve-out.  Carve-out includes a $100,000 payment for the
Debtors' lead counsel, Baker & McKenzie LLP.

The interim cash collateral order will expire on Feb. 23, 2014.

A full-text copy of the interim order with budget is available at
http://bankrupt.com/misc/BUFFETcashcolord0210.pdf

                      About Buffet Partners

Buffet Partners, L.P., owns and operates Furr's Fresh Buffet, a
restaurant chain with 29 restaurants in Arizona, Arkansas, New
Mexico, Oklahoma and Texas.  With a 65+ year operating history,
Furr's -- http://www.furrs.net-- operates straight-line and
scatter-bar buffet units that feature a variety of all-you-can-eat
and home-cooked foods served at an affordable price.  Buffet
Partners was formed to purchase Furr's in September 2003.

Headquartered in Plano, Texas, Buffet Partners and an affiliate
sought Chapter 11 protection in Dallas (Bankr. N.D. Tex. Case No.
Case No. 14-30699) on Feb. 4, 2014.

Attorneys at Baker & McKenzie LLP serve as counsel to the Debtors.
Bridgepoint Consulting is the financial advisor.

Buffet Partners estimated assets and debt of $10 million to
$50 million.

                         First Bankruptcy

The restaurant was founded in 1946 by Roy Furr, and expanded to
approximately 60 locations as a family-owned business for over 35
years.  In 1980, it was acquired by Kmart Corporation.  Kmart
ultimately sold Furr's in a leveraged buy-out which subsequently
went public in 1986.  Following a take-private transaction, the
Company entered a period of decline due to its debt burden,
culminating in a restructuring and reorganization under chapter 11
in 2003 in Dallas, Texas (In re Cafeteria Operators, L.P., Case
No. 03-30179-HDH-11, BANKR. N.D. Tex).


BUFFET PARTNERS: Has Interim Authority to Pay Critical Vendors
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas,
Dallas Division, gave interim authority for Buffet Partners, L.P.,
et al., to establish procedures for paying claims filed by
critical vendors and vendors providing them "perishable
agricultural commodities" as defined by the Perishable Agriculture
Commodities Act.  The Debtors are authorized to pay up to 75% of
the Critical Vendor Claim or up to 100% of any PACA Vendor Claim.

                      About Buffet Partners

Buffet Partners, L.P., owns and operates Furr's Fresh Buffet, a
restaurant chain with 29 restaurants in Arizona, Arkansas, New
Mexico, Oklahoma and Texas.  With a 65+ year operating history,
Furr's -- http://www.furrs.net-- operates straight-line and
scatter-bar buffet units that feature a variety of all-you-can-eat
and home-cooked foods served at an affordable price.  Buffet
Partners was formed to purchase Furr's in September 2003.

Headquartered in Plano, Texas, Buffet Partners and an affiliate
sought Chapter 11 protection in Dallas (Bankr. N.D. Tex. Case No.
Case No. 14-30699) on Feb. 4, 2014.

Attorneys at Baker & McKenzie LLP serve as counsel to the Debtors.
Bridgepoint Consulting is the financial advisor.

Buffet Partners estimated assets and debt of $10 million to
$50 million.

                         First Bankruptcy

The restaurant was founded in 1946 by Roy Furr, and expanded to
approximately 60 locations as a family-owned business for over 35
years.  In 1980, it was acquired by Kmart Corporation.  Kmart
ultimately sold Furr's in a leveraged buy-out which subsequently
went public in 1986.  Following a take-private transaction, the
Company entered a period of decline due to its debt burden,
culminating in a restructuring and reorganization under chapter 11
in 2003 in Dallas, Texas (In re Cafeteria Operators, L.P., Case
No. 03-30179-HDH-11, BANKR. N.D. Tex).


BUFFET PARTNERS: Seeks to Employ Baker & McKenzie as Counsel
------------------------------------------------------------
Buffet Partners, L.P., et al., seek authority from the U.S.
Bankruptcy Court for the Northern District of Texas, Dallas
Division, to employ Baker & McKenzie LLP as counsel.

The firm's hourly rates for the personnel currently contemplated
to work on the Chapter 11 cases range from $595 to $950 for
counsel and partners and $300 to $605 for associates.  The hourly
rate of the paraprofessionals expected to perform services range
from $250 to $270.  In addition, the Debtors have agreed to
reimburse the firm for its out-of-pocket expenses in rendering the
services.

The primary attorneys that are expected to represent the Debtors
in these matters are:

   Attorney Name                     Hourly Rate
   -------------                     -----------
   David W. Parham, Esq.                $675
   John E. Mitchell, Esq.               $595
   Rosa A. Shirley, Esq.                $480
   Jonathan Rosamond, Esq.              $375

Mr. Mitchell, a partner at Baker & McKenzie, 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.

In order to secure all payments of fees and expenses, the firm
holds a retainer from the Debtors in the amount of $8,397.  The
firm has also reached an agreement with the Debtors' senior
secured lender for a "carve out" of its collateral interests to
secure fees and expenses in the amount of $100,000 as additional
security for its fees and expenses.

Baker & McKenzie and its professionals may be reached at:

         John E. Mitchell, Esq.
         David W. Parham, Esq.
         Rosa A. Shirley, Esq.
         BAKER & McKENZIE LLP
         Trammell Crow Center
         2001 Ross Avenue, Suite 2300
         Dallas, Texas 75201
         Tel: (214) 978-3000
         Fax: (214) 978-3099
         E-mails: john.mitchell@bakermckenzie.com
                  david.parham@bakermckenzie.com
                  rosa.shirley@bakermckenzie.com

A hearing on the employment application is set for March 4, 2014,
at 10:00 am.

                      About Buffet Partners

Buffet Partners, L.P., owns and operates Furr's Fresh Buffet, a
restaurant chain with 29 restaurants in Arizona, Arkansas, New
Mexico, Oklahoma and Texas.  With a 65+ year operating history,
Furr's -- http://www.furrs.net-- operates straight-line and
scatter-bar buffet units that feature a variety of all-you-can-eat
and home-cooked foods served at an affordable price.  Buffet
Partners was formed to purchase Furr's in September 2003.

Headquartered in Plano, Texas, Buffet Partners and an affiliate
sought Chapter 11 protection in Dallas (Bankr. N.D. Tex. Case No.
Case No. 14-30699) on Feb. 4, 2014.

Attorneys at Baker & McKenzie LLP serve as counsel to the Debtors.
Bridgepoint Consulting is the financial advisor.

Buffet Partners estimated assets and debt of $10 million to
$50 million.

                         First Bankruptcy

The restaurant was founded in 1946 by Roy Furr, and expanded to
approximately 60 locations as a family-owned business for over 35
years.  In 1980, it was acquired by Kmart Corporation.  Kmart
ultimately sold Furr's in a leveraged buy-out which subsequently
went public in 1986.  Following a take-private transaction, the
Company entered a period of decline due to its debt burden,
culminating in a restructuring and reorganization under chapter 11
in 2003 in Dallas, Texas (In re Cafeteria Operators, L.P., Case
No. 03-30179-HDH-11, BANKR. N.D. Tex).


CASA GRANDE: Files Reorganization Plan for Sale to Banner
---------------------------------------------------------
Regional Care Services Corp., Casa Grande Community Hospital d/b/a
Casa Grande Regional Medical Center, Regional Care Physician's
Group, Inc., and Casa Grande Regional Retirement Community, filed
with the U.S. Bankruptcy Court for the District of Arizona a
Chapter 11 plan of reorganization and accompanying disclosure
statement, which revolve mainly on the sale of substantially all
of their assets to Banner Health.

Assets will be transferred to Banner in exchange for up to $87
million in cash and forgiveness of loans that Banner extended to
maintain hospital operations.  Cash proceeds received upon the
sale closing will pay the Debtors' $64.5 million bond indebtedness
in full in exchange for a waiver of a $1.4 million prepayment fee.
Remaining sales proceeds will be placed in a trust for the benefit
of creditors.  Administrative expenses, priority claims, and
secured claims will be paid in full from the Creditor Trust.
Remaining funds will be distributed to general unsecured
creditors.  The Debtors project there will be sufficient funds to
pay all creditors in full upon closing of the Sale; any surplus
would be returned to Banner.  Following final distributions, the
Debtors' Estates will be wound down.

The Plan provides for the following classification and treatment
of claims:

  Class    Description              Treatment
  -----    -----------              ---------
    1      Bondholder Claims        Impaired. Bondholder Claims
                                    will be allowed in the amount
                                    of $63,785,000 plus accrued
                                    interest, fees and expenses.
                                    After application of reserves,
                                    Bondholder Claims will be paid
                                    in full in Cash at Sale
                                    Closing or as soon as
                                    reasonably practicable
                                    thereafter. In exchange, the
                                    Bond Redemption Premium will
                                    be waived.

                                    Est. Recovery: 100%

    2      Banner Assumed           Unimpaired. The rights of the
           Liabilities              holders of Class 2 Claims will
                                    not be affected by the Plan or
                                    Confirmation Order. Banner has
                                    agreed to assume the
                                    liabilities pursuant to the
                                    APA.

                                    Est. Recovery: 100%

    3A     Secured Claim of         Impaired. The Allowed Class 3A
           Cardinal Health          Secured Claim will be paid in
                                    full on the Initial
                                    Distribution Date.

                                    Est. Recovery: 100%

    3B     Secured Claim of         Impaired. The Allowed Class 3B
           Wells Fargo Bank, N.A.   Secured Claim will be paid in
                                    full on the Initial
                                    Distribution Date.

                                    Est. Recovery: 100%

    3C     Secured Claim of         Impaired. The Allowed Class 3C
           Siemens Financial        Secured Claim will be paid in
           Services, Inc.           full on the Initial
                                    Distribution Date.

                                    Est. Recovery: 100%

    3D     Secured Claim of Med     Impaired. The Allowed Class 3D
           One Capital Funding      Secured Claim will be paid in
                                    full on the Initial
                                    Distribution Date.

                                    Est. Recovery: 100%

    3E     Secured Claim of         Impaired. The Allowed Class 3E
           Shared Imaging, LLC      Secured Claim will be paid in
                                    full on the Initial
                                    Distribution Date.

                                    Est. Recovery: 100%

    3F     Secured Claim of Baxter  Impaired. The Allowed Class 3F
           Healthcare Corp.         Secured Claim will be paid in
                                    full on the Initial
                                    Distribution Date.

                                    Est. Recovery: 100%

    3G     Secured Claim of First   Impaired. The Allowed Class 3G
           Financial Prime Alliance Secured Claim will be paid in
                                    full on the Initial
                                    Distribution Date.

                                    Est. Recovery: 100%

    3H     Morgan Stanley Secured   Impaired. The Allowed Class 3H
           Claim                    Secured Claim will receive the
                                    collateral securing the claim,
                                    i.e., the Morgan Stanley
                                    Collateral on the Effective
                                    Date.

                                    Est. Recovery: 100%

    3I     Secured Claim of         Impaired. The Allowed Class 3I
           Sunstate Bank-Pavilion   Secured Claim will be paid in
                                    full on the Initial
                                    Distribution Date.

                                    Est. Recovery: 100%

    3J     Secured Claim of         Impaired. The Allowed Class 3J
           Sunstate Bank ? Urgent   Secured Claim will be paid in
           Care Center              full on the Initial
                                    Distribution Date.

                                    Est. Recovery: 100%

    4A     General Unsecured        Impaired. Commencing on the
           Claims against CGRMC     Initial Distribution date,
           and CGRRC                Holders of Allowed Claims in
                                    Classes 4A, 4B and 4C will
    4B     General Unsecured        receive a pro rata
           Claims against RCSC      distribution of funds
                                    available for distribution
    4C     General Unsecured        from the Creditor Trust after
           Claims against RCPG      (a) the Reserves, (b) payment
                                    of Administrative Expenses,
                                    Priority Claims, and Tax
                                    Claims not otherwise contained
                                    in the Reserve, and (c)
                                    payment on account of Allowed
                                    Class 1 and Allowed Class 3
                                    Claims.

                                    Est. Recovery: 100%

    5      Membership Interests     Impaired. Class 5 Membership
                                    Interests will be cancelled
                                    and will not receive anything
                                    under the Plan.

                                    Est. Recovery: 0%

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/REGIONALds0205.pdf

The Plan documents were filed by Michael McGrath, Esq., and Kasey
C. Nye, Esq., at Mesch, Clark & Rothschild, P.C., in Tucson,
Arizona; and Michael J. Pankow, Esq., and Joshua M. Hantman, Esq.,
at Brownstein Hyatt Farber Schreck, LLP, in Denver, Colorado, on
behalf of the Debtors.

               About Casa Grande Community Hospital

Regional Care Services Corp., Casa Grande Community Hospital d/b/a
Casa Grande Regional Medical Center, Regional Care Physician's
Group, Inc., and Casa Grande Regional Retirement Community sought
Chapter 11 protection (Bankr. D. Ariz. Lead Case No. 14-01383) in
Tucson, Arizona, on Feb. 4, 2014.

The Debtors, one of the largest employers in Pinal County, operate
an award winning, full service non-profit community hospital
serving more than 65,000 patients each year from the largely rural
communities of Casa Grande, Sacaton, Eloy, Florence and
surrounding communities.

CGRMC is a 177-licensed bed, general acute care hospital located
in Casa Grande, Arizona.  RCSC is the sole member and sponsor of
CGRMC, RCPG and CGRRC.

As of the Petition Date, CGRRC's management consists of Rona
Curphy as President, Cherie McGlynn as Chairman, David Fitzgibbons
as Vice Chairman, and John Robert McEvoy as Secretary/Treasurer.

Michael McGrath, Esq., and Kasey C. Nye, Esq., at Mesch, Clark &
Rothschild, P.C., in Tucson, Arizona; and Michael J. Pankow, Esq.,
and Joshua M. Hantman, Esq., at Brownstein Hyatt Farber Schreck,
LLP, in Denver, Colorado, serve as counsel to the Debtor.

Casa Grande estimated $50 million to $100 million in assets and
liabilities.


CASA GRANDE: Has Plan Support Agreement with Purchaser
------------------------------------------------------
Regional Care Services Corp., Casa Grande Community Hospital d/b/a
Casa Grande Regional Medical Center, Regional Care Physician's
Group, Inc., and Casa Grande Regional Retirement Community, ask
the U.S. Bankruptcy Court for the District of Arizona to approve a
plan support agreement they entered into with Banner Health to
effectuate the sale of the Debtors' assets.

In the sale transaction, Banner will pay to the Debtors up to $87
million to pay allowed claims, or the lesser amount needed to pay
all claims in full, through the Plan.  Banner's offer also
included a prepetition bridge financing, which permitted the
Debtors to operate and prepare for bankruptcy, and a postpetition
DIP financing to permit the Debtors to continue operations and
administer the Chapter 11 cases pending the sale.

The PSA includes the provision of a breakup fee and expense
reimbursement to be paid to Banner in the event the sale is not
consummated based upon the occurrence of certain events.
Specifically, under the PSA the Debtors will pay to Banner (i) a
termination fee in the amount of 3% of the purchase price for the
Assets and (ii) reimbursement of all of Banner's documented,
reasonable out-of-pocket fees and expenses incurred in connection
with the investigation, negotiation and documentation of the
Transaction, in the event that (x) the Purchase Agreement is
terminated due to a breach of obligations by one or more of the
Debtors, (y) any of the Debtors reject the Purchase Agreement or
the Court approves a sale of some or all of the Assets to a party
other than Banner and that sale is consummated, or (z) the PSA is
terminated pursuant to certain provisions.

The PSA also provides that the Debtors (a) will support, endorse
and use their best efforts to obtain approval of the Disclosure
Statement and confirmation of the Plan; (b) will not withdraw or
materially modify the Plan without permission from Banner or take
any action inconsistent with the Purchase Agreement; and (c) agree
not to (i) solicit offers by third-parties for the sale of the
Assets, (ii) open or engage in discussions or negotiations with
third-parties for the sale of the Assets, or (iii) seek,
facilitate or propose an alternate plan or asset sale, unless the
Debtors receive a competing proposal from a third-party which, the
Debtors' board of directors concludes in good faith, constitutes a
superior proposal to that offered by Banner.

The PSA was filed by Michael McGrath, Esq., and Kasey C. Nye,
Esq., at MESCH, CLARK & ROTHSCHILD, P.C., in Tucson, Arizona; and
Michael J. Pankow, Esq., and Joshua M. Hantman, Esq., at
BROWNSTEIN HYATT FARBER SCHRECK, LLP, in Denver, Colorado, on
behalf of the Debtors.

               About Casa Grande Community Hospital

Regional Care Services Corp., Casa Grande Community Hospital d/b/a
Casa Grande Regional Medical Center, Regional Care Physician's
Group, Inc., and Casa Grande Regional Retirement Community sought
Chapter 11 protection (Bankr. D. Ariz. Lead Case No. 14-01383) in
Tucson, Arizona, on Feb. 4, 2014.

The Debtors, one of the largest employers in Pinal County, operate
an award winning, full service non-profit community hospital
serving more than 65,000 patients each year from the largely rural
communities of Casa Grande, Sacaton, Eloy, Florence and
surrounding communities.

CGRMC is a 177-licensed bed, general acute care hospital located
in Casa Grande, Arizona.  RCSC is the sole member and sponsor of
CGRMC, RCPG and CGRRC.

As of the Petition Date, CGRRC's management consists of Rona
Curphy as President, Cherie McGlynn as Chairman, David Fitzgibbons
as Vice Chairman, and John Robert McEvoy as Secretary/Treasurer.

Michael McGrath, Esq., and Kasey C. Nye, Esq., at Mesch, Clark &
Rothschild, P.C., in Tucson, Arizona; and Michael J. Pankow, Esq.,
and Joshua M. Hantman, Esq., at Brownstein Hyatt Farber Schreck,
LLP, in Denver, Colorado, serve as counsel to the Debtor.

Casa Grande estimated $50 million to $100 million in assets and
liabilities.


CASA GRANDE: Has Interim Approval to Use Cash Until Feb. 21
-----------------------------------------------------------
Judge Eileen W. Hollowell of the U.S. Bankruptcy Court for the
District of Arizona gave interim authority for Regional Care
Services Corp., et al., to use cash collateral securing their
prepetition indebtedness from Cardinal Health, Inc.

As of the Petition Date, there was, and remains, due and owing
from Casa Grande to Cardinal Health, the sum of $1,218,055.

Cardinal Health is entitled to adequate protection of its
interests in the CH Prepetition Collateral.  Cardinal Health is
granted a replacement perfected security interest in, and
replacement liens on, all assets and property of the Debtors and
their estates, to the extent and with the same priority that
Cardinal Health held in the CH Prepetition Collateral.  The CH
Replacement Liens granted are and will be valid, perfected,
enforceable and effective as of the Petition Date.  Cardinal
Health will be entitled to all of the rights and benefits of
Section 552(b) of the Bankruptcy Code, and the "equities of the
case" exception under Section 552(b) will not apply to Cardinal
Health with respect to the products and proceeds of any of the CH
Prepetition Collateral.

Judge Hollowell also approved the stipulation between the Debtors
and Wells Fargo Bank, National Association, as trustee for a
prepetition bond indenture, under which the Trustee agreed to the
Debtors' use of the cash collateral securing their prepetition
indebtedness under the bond indenture.

As adequate protection of its interests in the Prepetition
Collateral, the Trustee is granted senior priority replacement
liens, upon all assets and property of the Debtors, including the
Prepetition Collateral but excluding all claims and causes of
action.  The Replacement Liens will be subject and subordinate to
(a) a carve out, (b) the Prior Senior Liens, and (c) any
administrative claim granted to Banner Health as DIP Lender.  The
Trustee is also granted a superpriority administrative claim.

"Carve-Out" means (a) all budgeted and accrued but unpaid fees and
expenses of the attorneys, accountants or other professionals
retained by the Debtors and any statutory committee of unsecured
creditors appointed in the Chapter 11 case, incurred prior to the
delivery of a Termination Notice; (b) Professional Fees and
Expenses in the amount of $50,000 incurred after delivery of a
Termination Notice; and (c) the payment of fees pursuant to 28
U.S.C. Section 1930 to the extent related to the Debtors' Chapter
11 cases.

Before the entry of the Interim Order, Ilene J. Lashinsky, U.S.
Trustee for Region 14, objected to the Cash Collateral Motion to
the extent that it does not exempt any to-be-appointed creditors'
committees from deadlines to object to any interim or final cash
collateral motions and orders.

A final hearing on the Cash Collateral Motion is scheduled for
Feb. 21, 2014, at 2:00 p.m.  Objections to the approval of the
motion on a final basis are due Feb. 18.

A full-text copy of the Interim Cash Collateral Order with 13-Week
Budget is available for free at http://is.gd/bsPTJ6

               About Casa Grande Community Hospital

Regional Care Services Corp., Casa Grande Community Hospital d/b/a
Casa Grande Regional Medical Center, Regional Care Physician's
Group, Inc., and Casa Grande Regional Retirement Community sought
Chapter 11 protection (Bankr. D. Ariz. Lead Case No. 14-01383) in
Tucson, Arizona, on Feb. 4, 2014.

The Debtors, one of the largest employers in Pinal County, operate
an award winning, full service non-profit community hospital
serving more than 65,000 patients each year from the largely rural
communities of Casa Grande, Sacaton, Eloy, Florence and
surrounding communities.

CGRMC is a 177-licensed bed, general acute care hospital located
in Casa Grande, Arizona.  RCSC is the sole member and sponsor of
CGRMC, RCPG and CGRRC.

As of the Petition Date, CGRRC's management consists of Rona
Curphy as President, Cherie McGlynn as Chairman, David Fitzgibbons
as Vice Chairman, and John Robert McEvoy as Secretary/Treasurer.

Michael McGrath, Esq., and Kasey C. Nye, Esq., at Mesch, Clark &
Rothschild, P.C., in Tucson, Arizona; and Michael J. Pankow, Esq.,
and Joshua M. Hantman, Esq., at Brownstein Hyatt Farber Schreck,
LLP, in Denver, Colorado, serve as counsel to the Debtor.

Casa Grande estimated $50 million to $100 million in assets and
liabilities.


CASH STORE: Shareholders Elect Six Directors
--------------------------------------------
At the annual and special meeting of holders of common shares of
The Cash Store Financial Services Inc. which was held on Feb. 3,
2014, the shareholders:

   (a) elected Eugene I. Davis, Gordon J. Reykdal, Edward C.
       McClelland, Donald C. Campion, Thomas L. Fairfield and
       Timothy J. Bernlohr as directors to hold office for the
       ensuing year or until their successors are elected or
       appointed;

   (b) appointed  KPMG LLP as auditors of the Issuer to hold
       office until the close of the next annual meeting of
       Shareholders or until their successors are appointed, and
       the directors were authorized to fix the remuneration of
       the auditors:

   (c) voted for a resolution confirming By-Law No. 4 and the
       repeal of By-Law No. 3 in order to require advance notice
       to the Issuer in circumstances where nominations of persons
       for election to the board of directors are made by
       Shareholders;

   (d) voted for a resolution confirming and approving the renewal
       of the Issuer's share option plan; and

   (e) voted for an ordinary resolution of the disinterested
       Shareholders authorizing and approving the value of the
       interest received by 424187 Alberta Ltd. and Coliseum
       Capital Management LLC. under a credit facility in
       aggregate above 10 percent of the market capitalization of
       the Issuer in order to enable further draws under the
       credit facility.

                     About Cash Store Financial

Headquartered in Edmonton, Alberta, The Cash Store Financial is
the only lender and broker of short-term advances and provider of
other financial services in Canada that is listed on the Toronto
Stock Exchange (TSX: CSF).  Cash Store Financial also trades on
the New York Stock Exchange (NYSE: CSFS).  Cash Store Financial
operates 512 branches across Canada under the banners "Cash Store
Financial" and "Instaloans".  Cash Store Financial also operates
25 branches in the United Kingdom.

Cash Store Financial is a Canadian corporation that is not
affiliated with Cottonwood Financial Ltd. or the outlets
Cottonwood Financial Ltd. operates in the United States under the
name "Cash Store".  Cash Store Financial does not do business
under the name "Cash Store" in the United States and does not own
or provide any consumer lending services in the United States.

Cash Store Financial employs approximately 1,900 associates.

Cash Store reported a net loss and comprehensive loss of C$35.53
million for the year ended Sept. 30, 2013, as compared with a net
loss and comprehensive loss of C$43.52 million for the year ended
Sept. 30, 2012.  As of Sept. 30, 2013, the Company had C$164.58
million in total assets, C$165.90 million in total liabilities and
a C$1.32 million shareholders' deficit.

                          *     *     *

As reported in the Feb. 8, 2013 edition of the TCR, Standard &
Poor's Ratings Services lowered its issuer credit rating on Cash
Store Financial (CSF) to 'CCC+' from 'B-'.  The outlook is
negative.

"The downgrades follow a proposal by the payday loan registrar in
Ontario to revoke CSF's payday lending licenses and CSF's
announcement that it has discontinued its payday loan product in
the region," said Standard & Poor's credit analyst Igor Koyfman.
The company's businesses in Ontario, which account for
approximately one-third of its store count, will begin offering a
new line of credit product to its customers.  S&P believes this is
to offset the loss of its payday lending product; however, this is
a relatively new product, and S&P believes that it will be
challenging for the company to replace its lost earnings from the
payday loan product.  S&P also believes that the registrar's
proposal could lead to similar actions in other territories.

As reported by the TCR on Jan. 2, 2014, Moody's Investors Service
downgraded the Corporate Family and Senior Secured debt ratings of
The Cash Store Financial Services Inc. to Caa2 from Caa1 and
placed the ratings under review for further possible downgrade.
The downgrade reflects regulatory challenges in the company's
major operating market of Ontario, Canada that could significantly
adversely affect the firm's financial performance as well as Cash
Store's weak financial results.


CENTENNIAL BEVERAGE: Judge Houser Confirms 2nd Amended Plan
-----------------------------------------------------------
The Hon. Barbara J. Houser of the U.S. Bankruptcy Court for the
Northern District of Texas confirmed the Second Amended Chapter
11 plan of Liquidation of Centennial Beverage Group LLC.

Judge Houser notes that, if the application for final decree is
not filed within 180 days of the entry of the order, a status
conference will be held on Aug. 18, 2014, at 9:00 a.m.

As reported in the Troubled Company Reporter on Feb. 6, 2014,
Judge Houser approved the adequacy of the information in the
disclosure statement on Dec. 18, 2013.  The disclosure statement
was approved despite objections by the Official Committee of
Unsecured Creditors, Arlington ISD, City of Azle, Eagle Mountain-
Saginaw ISD, City of Lake Worth, and Crowley ISD', and other
parties.

                           Plan Overview

The Plan provides for the liquidation of the Debtor's remaining
assets and the distribution of the Debtor's assets to creditors,
pursuant to the priority provisions of the Bankruptcy Code.

Under the Plan, the Debtor anticipates that allowed administrative
claims, allowed priority tax claims, if any, and allowed priority
non-tax claims, if any, will be paid in full.  If the Debtor has
insufficient cash to treat claims in the manner required by
Bankruptcy Code Section 1129(a)(9), the Debtor anticipates that
certain estate professionals will agree to reduce the amount of
their professional fee claims or subordinate a portion of such
professional fee claims in order to ensure that sufficient funds
are available for compliance with Bankruptcy Code Section
1129(a)(9).

According to the Plan, to the extent that the Debtor has
insufficient cash to pay allowed administrative claims, allowed
priority tax claims, if any, and allowed priority non-tax claims,
if any, pursuant to the terms of the Plan, all such claims will
not be paid in full, and shall be paid in accordance with the
priority provisions of the Bankruptcy Code.

The Plan indicates that Compass Bank, the secured lender to the
Debtor, will receive, in full and final satisfaction of the
Compass Bank allowed secured claim, payment of the remaining
principal and interest due under a revolving loan agreement.  For
payment of all other outstanding indebtedness owed to Compass Bank
under a certain indebtedness documents, including remaining
principal and interest, penalties, and fees -- including
attorneys' and advisors' fees -- Compass Bank will be entitled to
exercise all of its rights and remedies under that documents and
applicable law against parties other than the Debtor and assets
other than assets of the estate, assets of the liquidating trust
and the professional fee reserve, without further order or action
of the Bankruptcy Court, including, without limitation, the right
to foreclose on, take possession of, or otherwise liquidate the
assets of JWV Associates Ltd.  JWV is limited partner of the
Debtor.

In addition, to the extent the JWV Assets are insufficient to
fully repay all outstanding amounts due under the indebtedness
documents, Compass Bank will receive the Compass Bank unsecured
claim, which claim will be in the full amount of any such
deficiency.  All estate assets that remain after satisfaction of
allowed administrative claims, allowed priority tax claims, and
allowed priority non-tax claims will be distributed to the holders
of allowed general unsecured claims through a liquidation trust.

The Plan notes holders of interests will not receive any
distribution, and all interests in the Debtor will be canceled and
extinguished.

                         Plan Supplement

On Jan. 22, 2014, the Debtor filed a supplement to its Chapter 11
plan.  The plan supplement contains a draft of the liquidation
trust agreement for the Centennial liquidation trust.  Rob
Yaquinto will serve as the liquidation trustee for the Centennial
liquidation trust.  A final draft of the liquidation trust
agreement will be made available at the hearing today.

A full-text copy of the Second Amended Disclosure Statement
explaining the Plan is available for free at http://is.gd/ESdGo4

A full-text copy of the Supplement to the Second Amended Plan is
available for free at http://is.gd/JkN9c9

                      About Centennial Beverage

Centennial Beverage Group LLC, a chain of 23 liquor stores in
Texas, filed a petition for Chapter 11 reorganization (Bankr.
N.D. Tex. Case No. 12-37901) amid lower sales brought by
competition from big-box retailers.  The 75-year-old-company once
had 70 stores throughout Texas.  They are now concentrated in the
Dallas-Fort Worth area.  Sales for the year ended in November 2012
were $158 million.  Year-over-year, revenue was down 50%,
according to a court filing.  In its schedules, the Debtor
disclosed $24,053,049 in assets and $48,451,881 in liabilities as
of the Petition Date.

Robert Dew Albergotti, Esq., and Ian T. Peck, Esq., at Haynes and
Boone, LLP, in Dallas, serve as counsel to the Debtor.  M. Jack
Martin, III, Esq., at Jack Martin & Associates, in Austin, Tex.,
serves as special counsel.  RGS LLC serves as the Debtor's
financial advisor.  BYGH Tax Consulting is property tax consultant
to the Debtor.

The Official Committee of Unsecured Creditors has retained Munsch
Hardt Kopf & Harr, P.C. as its attorneys, and Lain, Faulkner &
Co., P.C. as financial advisors.


CENGAGE LEARNING: Settlement OK'd, Plan Hearing Set for March 13
----------------------------------------------------------------
Judge Elizabeth S. Strong of the U.S. Bankruptcy Court for the
Eastern District of New York approved the plan support agreement
between Cengage Learning, Inc., and its debtor affiliates and the
Official Committee of Unsecured Creditors appointed in their
Chapter 11 cases.

Judge Strong also approved the supplement to the disclosure
statement explaining the Debtors' Plan as revised on Feb. 7, 2014.
The Debtors are required to file any supplements to the Plan on or
before Feb. 24.

March 10 is set as the last day for submitting ballots voting for
or against the Amended Plan and the last day for filing objections
to the confirmation of the Amended Plan.  The Debtors must submit
their reply to the Confirmation Objections on or before March 12.

A hearing to consider confirmation of the Plan will be held on
March 13, at 8:30 a.m.

The Global PSA, which is the result of numerous mediation sessions
and extensive good faith, arm's-length negotiations with the
supporting parties, provides for modified treatment to certain
creditors, including unsecured creditors, which will now receive
under the Plan New Equity in the aggregate amount of $225 million,
the first $12 million of Cash distributions that Apax Partners LP
would be entitled to in its capacity as a Holder of Allowed Second
Lien Claims and Allowed Senior Notes Claims, and Allowed PIK Notes
Claims.

The Other Unsecured Creditor Distribution will be allocated as
follows: (a) 62.5% will be distributed to the Holders of Second
Lien Claims, including Apax; while (b) 37.5% will be distributed
to Holders of Senior Notes Claims, General Unsecured Claims, and
Holders of PIK Notes Claims, pursuant to the terms of the Amended
Plan; provided, among other things, that to the extent that
recoveries to Holders of Allowed General Unsecured Claims against
CLAI would exceed 7.2%.

Holders of First Lien Claims, including Apax, will receive (1)
100% of the New Equity, reduced by the New Equity distributed in
the Other Unsecured Creditor Distribution, and subject to dilution
by the Management Incentive Plan, (2) the New Debt Facility
Consideration and (3) the Distributable Cash.

The stock distribution contemplated under the Amended Plan will be
based on a $3.6 billion enterprise value for the reorganized
company.  The emerging company will be financed with a new loan of
$1.75 billion to $2 billion, including a $250 million revolving
credit not intended to be drawn initially.

                       About Cengage Learning

Stamford, Connecticut-based Cengage Learning --
http://www.cengage.com/-- provides innovative teaching, learning
and research solutions for the academic, professional and library
markets worldwide.  Cengage Learning's brands include
Brooks/Cole, Course Technology, Delmar, Gale, Heinle, South
Western and Wadsworth, among others.  Apax Partners LLP bought
Cengage in 2007 from Thomson Reuters Corp. in a $7.75 billion
transaction.  The acquisition was funded in part with $5.6 billion
in new debt financing.

Cengage Learning Inc. filed a petition for Chapter 11
reorganization (Bankr. E.D.N.Y. Case No. 13-bk-44106) on July 2,
2013, in Brooklyn, New York, after signing an agreement where
holders of $2 billion in first-lien debt agree to support a
reorganization plan.  The plan will eliminate more than $4 billion
of $5.8 billion in debt.

First-lien lenders who signed the so-called plan-support agreement
include funds affiliated with BlackRock Inc., Franklin Mutual
Adviser LLC, KKR & Co. and Oaktree Capital Management LP.  Second-
lien creditors and holders of unsecured notes aren't part of the
agreement.

The Debtors have tapped Kirkland & Ellis LLP as counsel, Lazard
Freres & CO. LLC as financial advisor, Alvarez & Marsal North
America, LLC, as restructuring advisor, and Donlin, Recano &
Company, Inc., as claims and notice agent.


CEREPLAST INC: Files Lawsuit Against Ironridge, et al.
------------------------------------------------------
Cereplast, Inc., on Feb. 6, 2014, commenced an action against
Ironridge Technology CO, a division of Ironridge Global IV, Ltd.,
Horizon Technology Finance Corporation, Magna Group, LLC and
Hanover Holdings I, LLC, in the Superior Court of the State of
California for the County of Los Angeles, alleging breach of
contract against all defendants and requesting that the court
issue a temporary restraining order and a preliminary and
permanent injunction enjoining all Cross-defendants from taking
any action unless and until a court of competent jurisdiction
adjudicates any of their respective entitlement, if any.

                          About Cereplast

El Segundo, Calif.-based Cereplast, Inc., has developed and is
commercializing proprietary bio-based resins through two
complementary product families: Cereplast Compostables(R) resins
which are compostable, renewable, ecologically sound substitutes
for petroleum-based plastics, and Cereplast Sustainables(TM)
resins (including the Cereplast Hybrid Resins product line), which
replaces up to 90% of the petroleum-based content of traditional
plastics with materials from renewable resources.

Cereplast disclosed a net loss of $30.16 million in 2012, as
compared with a net loss of $14 million in 2011.  The Company's
balance sheet at Sept. 30, 2013, showed $14.30 million in total
assets, $36.72 million in total liabilities and a $22.42 million
total shareholders' deficit.

HJ Associates & Consultants, LLP, in Salt Lake City, Utah, issued
a "going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has suffered significant recurring
losses, has a significant accumulated deficit, and has
insufficient working capital to fund planned operations.  These
factors raise substantial doubt about the Company's ability to
continue as a going concern.

                 Going Concern/Bankruptcy Warning

"We have incurred a net loss of $34.0 million for the nine months
ended September 30, 2013, and $30.2 million for the year ended
December 31, 2012, and have an accumulated deficit of $121.1
million as of September 30, 2013.  Based on our operating plan,
our existing working capital will not be sufficient to meet the
cash requirements to fund our planned operating expenses, capital
expenditures and working capital requirements through December 31,
2013 without additional sources of cash.  This raises substantial
doubt about our ability to continue as a going concern.

"Our plan to address the shortfall of working capital is to
generate additional cash through a combination of refinancing
existing credit facilities, incremental product sales and raising
additional capital through debt and equity financings.  We are
confident that we will be able to deliver on our plans, however,
there are no assurances that we will be able to obtain any sources
of financing on acceptable terms, or at all.

"If we cannot obtain sufficient additional financing in the short-
term, we may be forced to curtail or cease operations or file for
bankruptcy," the Company said in the quartery report for the
period ended Sept. 30, 2013.


CHA CHA ENTERPRISES: Has Nod to Enter Into Lease Stipulations
-------------------------------------------------------------
The Hon. Arthur S. Weissbrodt of the U.S. Bankruptcy Court for the
Northern District of California has authorized Cha Cha
Enterprises, LLC, to enter into stipulations with its lessors to
extend the deadline to assume or reject certain unexpired leases
of nonresidential real property for up to 120 days, and to enter
into similar stipulations to further extend any future agreed
deadlines.

The Debtor is authorized to enter into Stipulations with respect
to properties for which the Debtor is a lessor to Mi Pueblo, to
the extent necessary.

On Jan. 31, 2014, the Debtor entered into these Stipulations with:

      a. Albertsons, LLC, extending until March 31, 2014, the time
         to assume or reject the lease of Mi Pueblo Store #12,
         320 N. Capitol Avenue, San Jose;

      b. Estate of Marion Flapan, extending until June 17, 2014,
         the time to assume or reject the lease of the property
         at 1745 Story Road, San Jose;

      c. 1630 High Sreet, LLC, extending until June 17, 2014, the
         time to assume or reject the lease of Mi Pueblo Store
         #10, 1630 High Street, Oakland;

      d. Capitol Square Partners, extending until March 31, 2014,
         the time to assume or reject the lease of Mi Pueblo Store
         #12 -- additional space at 2735 McKee Road, San Jose;

      e. Fleming Business Park LLC, extending until June 17, 2014,
         the time to assume or reject the lease of Mi Pueblo
         Distribution Center, 1025 Montague Ct, Milpitas; and

      f. Overaa Associates, LLC, extending until June 17, 2014,
         the time to assume or reject the lease of Mi Pueblo Store
         #13, 2107 Solano Ave, Vallejo.

On Jan. 23, 2014, Wells Fargo Bank, National Association, filed
with the Court an objection to the Debtor's motion for court
approval to enter into the Stipulations.  The Bank said that it
did not believe the Debtor should be given a "blank check" to
enter into a stipulation with its Lessors to extend the deadline
to assume or reject unexpired leases of nonresidential real
property for unlimited periods of time without notice to creditors
and the Court's finding there is "cause" to do so, in view of the
fact that the monthly lease obligations owed by the Debtor to its
Lessors are in excess of $298,000 and are administrative expense
obligations of the Debtor's bankruptcy estate.

On Jan. 28, 2014, the Debtor responded to the Bank's objection,
stating that it and Mi Pueblo will negotiate with the landlords
reasonable extensions depending on the circumstances of each
location, the progress in the Chapter 11 cases, and the desires of
the parties.  According to the Debtor, not a single landlord or
other party in interest objected to its extension motion.

The Bank is represented by:

         JEFFER MANGELS BUTLER & MITCHELL LLP
         Robert B. Kaplan, P.C.
         Nicolas De Lancie
         Two Embarcadero Center, Fifth Floor
         San Francisco, California 94111-3813
         Tel: (415)398-8080
         Fax: (415)398-5584

                     About Cha Cha Enterprises

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

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

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

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

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


CHARTER COMMUNICATIONS: Moody's Likely to Confirm 'Ba3' CFR
-----------------------------------------------------------
Moody's Investors Service says that the proposed merger between
Time Warner Cable (TWC) and Comcast Corporation (Comcast) could be
credit positive for Charter Communications, Inc. (Charter).
Moody's put Charter's ratings under review for downgrade on
January 14, 2014 following its offer to merge with TWC, a
transaction which could have negatively impacted Charter's credit
profile.

The announced merger between TWC and Comcast, approved by the
boards of both companies, significantly reduces the risk that
Charter will succeed in its previous offer to merge with TWC. If
Moody's gains comfort that Charter is unlikely to pursue a higher
priced bid for TWC, Moody's would likely confirm all Charter
ratings, including its Ba3 Corporate Family Rating.

Comcast has indicated a willingness to divest systems serving
approximately 3 million subscribers, but the timing and details of
any sale remain uncertain. If Charter seeks to acquire some of
these subscribers, Moody's would evaluate both the benefits of
increased scale and the potential negative impact to the credit
profile assuming a debt funded deal. However, given that the TWC-
Comcast merger requires regulatory approval, Moody's does not
expect Comcast to be in a position to sell subscribers before
2015, giving Charter time to build up financial flexibility prior
to pursuit of another deal.

One of the largest domestic cable multiple system operators
serving approximately 4.2 million residential video customers (5.9
million customers in total), Charter Communications, Inc.
("Charter"), maintains its headquarters in Stamford, Connecticut.
Its annual revenue (pro forma for the acquisition of Bresnan) is
approximately $8.3 billion.


CHEYENNE HOTEL: Objects to US Trustee's Dismissal Motion
--------------------------------------------------------
Cheyenne Hotels, LLC, dba Hampden Inc., filed an objection to a
motion for the dismissal of its Chapter 11 case, asserting that
dismissal is not in the best interests of creditors and the
estate.

As reported by the Troubled Company Reporter on Jan. 6, 2014,
Daniel J. Morse, as Assistant U.S. Trustee for Region 19, in
seeking the dismissal pointed out that the Debtor has failed to
confirm a Chapter 11 plan despite being under bankruptcy
protection for two years.  Meanwhile, the bankruptcy estate, the
U.S. Trustee points out, continues to accrue administrative
expenses, including professional fees, which are diminishing the
bankruptcy estate.  The U.S. Trustee also notes that there appears
to be few assets that can be administered for the benefit of
unsecured creditors.

The Debtor contended in its Jan. 3, 2014 filing with the U.S.
Bankruptcy Court for the District of Colorado that on the Petition
Date, its business was newly opened and did not have a significant
history of operations.  As a result, the Debtor's hotel assets
were difficult to value.  The Debtor has operated its hotel under
the adequate protection agreements with its principal secured
creditors.  As a result of those operations, the value of the
hotel assets has increased, and has become more ascertainable by
all of the parties.

The Debtor and its secured creditor, Colorado East Bank & Trust,
each said in their respective Jan. 3 court filing that the Debtor
should be permitted an opportunity to present its plan of
reorganization for consideration by all of the creditors of the
estate and the Court.

The TCR reported Feb. 13, 2014, that the Debtor filed the Plan on
Jan. 13, 2014.  To fund payments under the Plan, the Debtor
intends to continue operating its business and make the plan
payments out of operating income of the hotel, with the exception
of the payment of the Colorado East Bank & Trust claim within a
year of the Effective Date, which will require either (a) sale of
an interest in the Hotel or the Debtor; or (b) a new loan.  The
Debtor said the so-called Goforth Creditors have agreed to
subordinate the payment of their Claim to a refinancing of the
Colorado East Bank & Trust Secured Claim.  The Debtor said it will
not be necessary to pay the Goforth Claims in full at the time the
Colorado East Bank & Trust Claim is satisfied.

Creditors Gary Goforth, John F. McGivern II, JFM Limited
Partnership I, and David Pener also filed objection to the U.S.
Trustee's dismissal motion, saying that they have agreed to the
Plan.  These Creditors and Colorado East are the two main
creditors of this estate, both holding secured claims.

Colorado East is represented by:

         Beverly L. Edwards, Esq.
         THE ROCKY MOUNTAIN LAW GROUP, LLC
         10800 E. Bethany Drive, Suite 550
         Aurora, CO 80014
         Tel: (303)597-0202
         Fax: (303)597-0235

The Creditors are represented by:

         Nancy S. Jochens, Esq.
         JOCHENS LAW OFFICE
         1001 East 101st Terrace, Suite 200
         Kansas City, Missouri 64131
         Tel: (816)994-6959
         Fax: (816)994-6951
         E-mail: nancy@jochenslaw.com

                       About Cheyenne Hotels

Cheyenne Hotels LLC, which owns and operates the Hampton Inn &
Suites in Colorado Springs, Colorado, filed for Chapter 11
bankruptcy (Bankr. D. Colo. Case No. 11-37518) on Nov. 25, 2011.
Judge A. Bruce Campbell presides over the case, taking over from
Judge Michael E. Romero. Thomas F. Quinn, Esq., at Thomas F. Quinn
PC, serves as the Debtor's counsel.

Cheyenne Hotels estimated $10 million to $50 million in both
assets and debts. The petition was signed by Tanveer Khan,
manager.

Affiliate Cheyenne Hotel Investments LLC filed for Chapter 11
bankruptcy protection (Bankr. D. Colo. Case No. 11-25379) on
June 28, 2011, disclosing assets of $12,912,702 and liabilities of
$8,074,325 as of the Petition Date.  Thomas F. Quinn, Esq., also
represents Hotel Investments.

Hotel Investments won confirmation of its own Chapter 11 plan on
Aug. 16, 2013.  A copy of the Third Amended Plan of Reorganization
dated Aug. 5, 2013, is available at no charge at:

      http://bankrupt.com/misc/CHEYENNEHOTEL_3rdAmdPlan.PDF

No committee of creditors or equity security holders has been
appointed in the Debtors' cases.

As reported by the Troubled Company Reporter on Jan. 6, 2014, the
U.S. Trustee for Region 19 is seeking dismissal of the Hotel LLC
case.  Daniel J. Morse, as Assistant U.S. Trustee, said Cheyenne
Hotels has been afforded the protections of the Bankruptcy Code
for over two years but has failed to confirm a Chapter 11 Plan.
Meanwhile, the bankruptcy estate continues to accrue
administrative expenses, including professional fees, which are
diminishing the bankruptcy estate.


CHOICE GENETICS: Arbitration Loss Sends Firm Into Ch. 11
--------------------------------------------------------
Law360 reported that Des Moines, Iowa-based swine genetics company
Choice Genetics USA LLC on Feb. 13 sought Chapter 11 bankruptcy
protection as the result of an "unforeseen" arbitration award
entered against it in a fight with Scidera Inc.  Tom Corrigan,
writing for DBR Small Cap, said the arbitration award is related
to a patent dispute.

A declaration from Chief Operating Officer Brent Mitchell said the
company's bankruptcy filing was related solely to the arbitration
judgment and "not because of any substantive adverse relationship
it has with its secured or unsecured creditors," according to the
report.

Choice Genetics owes Scidera $11.8 million under the judgment,
according to the court papers, the report related.


CHOICE GENETICS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Choice Genetics USA, LLC
          dba Choice Genetics USA
          fdba Newsham Choice Genetics
        5058 Grand Ridge Drive, #200
        West Des Moines, IA 50265

Case No.: 14-00242

Chapter 11 Petition Date: February 13, 2014

Court: United States Bankruptcy Court
       Southern District of Iowa (Des Moines)

Judge: Hon. Lee M. Jackwig

Debtor's Counsel: Jeffrey D Goetz, Esq.
                  BRADSHAW, FOWLER, PROCTOR & FAIRGRAVE PC
                  801 Grand Ave, Ste 3700
                  Des Moines, IA 50309-8004
                  Tel: (515) 246-5817
                  Fax: (515) 246-5808
                  Email: bankruptcyefile@bradshawlaw.com

                    - and -

                  Donald F. Neiman, Esq.
                  801 Grand Avenue, Ste 3700
                  Des Moines, IA 50309-8004
                  Tel: (515) 246-5877
                  Fax: (515) 246-5808
                  Email: neiman.donald@bradshawlaw.com

Total Assets: $486,002

Total Liabilities: $21.79 million

The petition was signed by Brent Mitchell, chief operating
officer.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/iasb14-242.pdf


CLASSIC PARTY: Enters Into Sale Transaction Agreement with Lenders
------------------------------------------------------------------
Classic Party Rentals on Feb. 14 disclosed that it has signed an
agreement through which substantially all of the business of Event
Rentals, Inc. and its subsidiaries, d/b/a Classic Party Rentals,
would be acquired by a newly established entity owned by the
Company's current lenders.

"We are very pleased to have reached this sale transaction
agreement with our lenders, which we expect will help us more
strongly position our company for future growth," said Jeff Black,
Classic Party Rental's President and Chief Executive Officer.  "We
believe this agreement demonstrates the confidence that our
lenders have in our strategic vision for Classic to continue
leading the industry in providing innovative and flawlessly
executed event services, and in our leadership's ability to
achieve it.  Importantly, our lenders have a deep understanding of
our business and are fully supportive of the initiatives critical
to our business that we intend to implement in the short and long
term.  We anticipate that this sale transaction will enable us to
put our financial challenges behind us and move forward with a
brighter future.

"We intend to accelerate and increase our investment in the
business and our people to refresh and grow our inventory, which
will expand our ability to deliver even more creative and
elaborate events.  The terms of our financing commitment provide
us with the ability to immediately invest in new inventory ahead
of the busy spring and summer event seasons.  We look forward to
creating and capturing new opportunities for our business, and
better serving our customers in the future."

As previously announced, to facilitate the sale transaction,
Classic Party Rentals on February 13 filed voluntary petitions for
relief under chapter 11 of the United States Bankruptcy Code.  The
Company fully expects to operate its overall business as usual and
uphold its commitments to stakeholder during the chapter 11
process.

Classic Party Rentals has a commitment for $20 million in debtor-
in-possession ("DIP") financing, which the Company anticipates to
be more than sufficient funding during the sale transaction
process.  Under the terms of the financing agreement, the Company
expects to be able to invest an incremental $5 million in new
inventory in addition to its ordinary course inventory purchases.

As part of the sale transaction through chapter 11, the agreement
is subject to a court-supervised process that will solicit
additional offers for Classic Party Rentals to ensure the Company
achieves the highest and best offer for its business.  Classic
Party Rentals will evaluate any competing offers it may receive,
and any competing offer accepted would only improve upon the
current agreement with lenders.

The transaction is subject to the approval of the Bankruptcy Court
and the satisfaction of customary closing conditions.  The sale
transaction is expected to be completed by the end of May, 2014.
Upon completion, Classic Party Rentals will be financially and
operationally stronger -- with more extensive product and service
capabilities and outstanding customer service.

Classic Party Rental's vendors and clients can access additional
information about the Company's sale transaction and chapter 11
filing on its dedicated website, www.ClassicTransaction.com
The Company also has established a vendor and customer support
center, which may be reached at 877-759-8814 (toll-free), 424-236-
7261 (outside of the U.S. or Canada).

Classic Party Rentals is advised in this transaction by Jefferies
LLC, FTI Consulting, and White & Case LLP.

                   About Classic Party Rentals

Classic Party Rentals -- http://www.ClassicPartyRentals.com-- is
the nation's largest full-service event rental company with over
30 locations nationwide.  The company services most major markets
including Los Angeles, Chicago, Dallas, New York and Miami by
providing china, glassware, flatware, specialty linen, lounge
furniture, lighting, heating, flooring and kitchen and catering
equipment.  Classic is also the leading nationwide provider of
tents and clearspan structures under the brand, Classic Tents as
well as providing multi-location services within the brand Classic
Event Solutions.  In addition to providing event rentals, Classic
offers sales support and product and event management for more
than 150,000 events per year including major sporting events,
brand promotion, corporate events, celebrity weddings, charity
events and private social events.


CLUB DE EMPLEADOS: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Club de Empleados TeLefibucos Inc.
        PO Box 10460
        San Juan, PR 00922

Case No.: 14-01071

Chapter 11 Petition Date: February 14, 2014

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

Judge: Hon. Mildred Caban Flores

Debtor's Counsel: Enrique M. Almeida Bernal, Esq.
                  ALMEIDA & DAVILA PSC
                  PO Box 191757
                  San Juan, PR 00919-1757
                  Tel: (787) 722-2500
                  Fax: (787)722-2227
                  Email: ealmeida@almeidadavila.com

                       - and -

                  Zelma Davila, Esq.
                  ALMEIDA & DAVILA PSC
                  PO Box 191757
                  San Juan, PR 00919-1757
                  Tel: (787) 722-2500
                  Fax: (787)722-2227
                  Email: zdavila@almeidadavila.com

Total Assets: $2.42 million

Total Liabilities: $1.59 million

The petition was signed by Jose Enrique Perez de Jesus, president.

A list of the Debtor's 12 largest unsecured creditors is available
for free at http://bankrupt.com/misc/prb14-1071.pdf


COMDISCO HOLDING: Posts $1.22-Mil. Net Loss in Fiscal First Qtr.
----------------------------------------------------------------
Comdisco Holding Company, Inc. on Feb. 14 reported financial
results for its fiscal first quarter ended December 31, 2013.
Comdisco emerged from Chapter 11 bankruptcy proceedings on
August 12, 2002, and under its Plan of Reorganization, its
business purpose is limited to the orderly sale or run-off of all
its remaining assets.

Operating Results: For the quarter ended December 31, 2013,
Comdisco reported a net loss of approximately $1,219,000, or $0.30
per common share (basic and diluted).  The net loss was driven in
large part by the increase to the CDR liability and selling,
general and administrative expenses during the quarter ended
December 31, 2013.  The per share results for Comdisco were based
on 4,028,951 shares of common stock outstanding on December 31,
2013.

For the quarter ended December 31, 2013, total revenue was
approximately $30,000 as compared to approximately $142,000 for
the quarter ended December 31, 2012.  Net cash provided by
operating activities was approximately $174,000 for the three
months ended December 31, 2013 as a result of the receipt of an
income tax refund from Canada, offset partially by payment of
selling, general and administrative expenses.

Total assets were approximately $39,123,000 as of December 31,
2013, including approximately $32,006,000 of unrestricted cash and
short-term investments, compared to total assets of approximately
$38,304,000 as of September 30, 2013, including approximately
$32,011,000 of unrestricted cash and short-term investments.  The
slight decrease in unrestricted cash and short-term investments
was primarily a result of selling, general and administrative
expenses paid during the three months ended December 31, 2013, and
a change in exchange rates, which was partially offset by the
receipt of an income tax refund from Canada.

As a result of bankruptcy restructuring transactions, the adoption
of fresh-start reporting and multiple asset sales, Comdisco's
financial results are not comparable to those of its predecessor
company, Comdisco, Inc.

                         About Comdisco

Comdisco emerged from Chapter 11 bankruptcy proceedings on
August 12, 2002.  The purpose of reorganized Comdisco is to sell,
collect or otherwise reduce to money in an orderly manner the
remaining assets of the corporation.  Pursuant to the Plan and
restrictions contained in its certificate of incorporation,
Comdisco is specifically prohibited from engaging in any business
activities inconsistent with its limited business purpose.
Accordingly, within the next few years, it is anticipated that
Comdisco will have reduced all of its assets to cash and made
distributions of all available cash to holders of its common stock
and contingent distribution rights in the manner and priorities
set forth in the Plan.  At that point, the company will cease
operations.  The company filed on August 12, 2004 a Certificate of
Dissolution with the Secretary of State of the State of Delaware
to formally extinguish Comdisco Holding Company, Inc.'s corporate
existence with the State of Delaware except for the purpose of
completing the wind-down contemplated by the Plan.


CONSTAR INT'L: Section 341(a) Meeting Continued to Feb. 27
----------------------------------------------------------
The U.S. Trustee for Region 3 has continued the meeting of
creditors of Constar International Holdings LLC to Feb. 27, 2014,
at 10:30 a.m., at J. Caleb Boggs Federal Building, 844 King St.,
Room 5209, Wilmington, Delaware.

                    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 the Debtors' 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.

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


COPYTELE INC: Registers for Resale 27.7 Million Common Shares
-------------------------------------------------------------
CopyTele, Inc., filed with the U.S. Securities and Exchange
Commission a Form S-3 registration statement relating to the
resale of up to 27,748,415 shares of common stock, par value $0.01
per share, of the Company, held by Adaptive Capital, consisting of
the following:

   * 18,498,943 shares of common stock issuable upon the
     conversion of a 6 percent convertible debenture held by
     Adaptive Capital, LLC, that was issued on Nov. 11, 2013, in a
     private placement; and

   * 9,249,472 shares of common stock issuable upon the exercise
     of warrants held by Adaptive Capital and issued in the
     November Private Placement.

The Company will not receive any proceeds from the resale of any
of the shares of common stock being registered hereby.  However,
the Company may receive proceeds from the exercise of the warrants
exercised other than pursuant to any applicable cashless exercise
provisions of the warrants.

The Company's common stock is quoted on the OTC Bulletin Board
under the symbol "COPY."  On Feb. 3, 2014, the last reported sale
price of the Company's common stock on the OTC Bulletin Board was
$0.35 per share.

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

                        http://is.gd/olTctW

                          About CopyTele

Melville, N.Y.-based CopyTele, Inc.'s principal operations include
the development, production and marketing of thin flat display
technologies, including low-voltage phosphor color displays and
low-power passive E-Paper(R) displays, and the development,
production and marketing of multi-functional encryption products
that provide information security for domestic and international
users over several communications media.

CopyTele incurred a net loss of $10.08 million on $388,850 of
total revenue for the year ended Oct. 31, 2013, as compared with a
net loss of $4.25 million during the prior year.  The Company's
balance sheet at Oct. 31, 2013, showed $5.43 million in total
assets, $3.21 million in total liabilities, all current, $548,598
in convertible debentures due January 2015, $5 million in loan
payable by CopyTele International Ltd. to related party, and
a $3.32 million total shareholders' deficiency.


COTT CORP: S&P Puts 'B+' CCR on CreditWatch Developing
------------------------------------------------------
Standard & Poor's Ratings Services said it placed its ratings on
Mississauga, Ont.-based beverage manufacturer Cott Corp.,
including its 'B+' long-term corporate credit rating, on
CreditWatch with developing implications.  Developing implications
mean that S&P could raise, lower, or affirm the ratings within the
next 90 days, depending on the outcome of Standard & Poor's
review.

"The CreditWatch placement follows Cott's announcement that it is
evaluating strategic alternatives to enhance shareholder value
through either complementing its strategy of organic growth and
growth through diversification, or pursuing another alternative,"
said Standard & Poor's credit analyst Lori Harris.

The corporate credit rating on Cott reflects S&P's assessment of
the company's business risk profile as "vulnerable" and financial
risk profile as "aggressive."  S&P bases its business risk
assessment on Cott's small size in a sector dominated by companies
with substantially greater financial resources and market
presence, weak profitability, customer concentration,
susceptibility to commodity cost swings, and its participation in
the mature and highly competitive carbonated soft drink (CSD) and
juice markets.  With Wal-Mart Stores Inc. accounting for about 30%
of revenue, a significant loss in Wal-Mart volume could lead to a
material drop in Cott's revenue and operating profit.  S&P
believes these factors are partially offset by Cott's leading
market positions in private label take-home CSDs in the U.S., the
U.K., and Canada, as well as shelf stable juices in the U.S.

Should management pursue either the option of selling the company
or merging with another company, Standard & Poor's will remove the
ratings on Cott from CreditWatch with developing implications and
either raise, lower, or affirm the ratings depending on S&P's
evaluation of the business and financial strength of the acquiring
or new company.

Alternatively, S&P could remove the ratings from CreditWatch if,
after several months, Cott is unable to make significant progress
in pursuing a strategic alternative to maximize shareholder value.
S&P expects the outlook would be stable on the removal of the
CreditWatch, based on its belief that the company's operating
performance and credit protection measures will be in line with
S&P's expectations in the next two years, including adjusted debt
to EBITDA in the 2.5x-3.0x area.


COUNTRY WAY APARTMENTS: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Country Way Apartments, LLC
        113 Parkside Court
        Saginaw, MI 48601

Case No.: 14-20285

Chapter 11 Petition Date: February 14, 2014

Court: United States Bankruptcy Court
       Eastern District of Michigan (Bay City)

Judge: Hon. Daniel S. Opperman

Debtor's Counsel: Robert N. Bassel, Esq.
                  ROBERT BASSEL, ATTORNEY
                  P.O. Box T
                  Clinton, MI 49236
                  Tel: (248) 677-1234
                  Fax: (248) 369-4749
                  Email: bbassel@gmail.com

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

Estimated Liabilities: $1 million to $10 million

The petition was signed by Marvin Greenes, member.

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


CREATION'S GARDEN: Cash Collateral Use Hearing Tomorrow
-------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has set for Feb. 18, 2014, at 11:00 a.m., Creation's Garden
Natural Products, Inc., and Creation's Garden Natural Food
Markets, Inc.'s motion to use cash collateral and obtain post-
petition financing in the form of delayed draw term loans in the
aggregate principal amount not to exceed $364,000, drawn under a
debtor-in-possession term loan facility.

As reported by the Troubled Company Reporter on Dec. 16, 2013, a
final hearing on the Debtors' request to obtain $364,000 of post-
petition financing from Bank of the West and to use cash
collateral through and including Feb. 7, 2014, was set for
Dec. 17, 2013 at 11:00 a.m.  Following a hearing, Judge Vincent P.
Zurzolo granted interim approval of the DIP financing despite
opposition filed by including the oppositions to the Motion filed
by Bank of America, N.A., and CDC Small Business Finance
Corporation.  BOTW and the Debtor signed a stipulation on the use
of cash collateral.

The Debtors said in a filing dated Jan. 28, 2014, that they are
unable to obtain sufficient financing from sources other than BOTW
on terms and subject to conditions more favorable than under the
Term Facility and the DIP Loan Documents, and are not able to
obtain unsecured credit allowable as an administrative expense
under section 503(b)(1) of the Bankruptcy Code.  The Debtors
stated that they are also unable to obtain secured credit
allowable under Sections 364(c)(1), 364(c)(2) and 364(c)(3) of the
Bankruptcy Code for the purposes set forth in the DIP Agreement
without granting to BOTW first priority liens in the Debtors'
assets.

BOTW has indicated that it is willing to provide the Debtors with
the DIP Loans.  After considering all of their alternatives, the
Debtors have concluded, in an exercise of their sound business
judgment, that the Term Facility to be provided by BOTW, when
coupled with the authorization to use Cash Collateral to be
provided by BOTW pursuant to the terms of the Cash Collateral
Stipulation, represents the best financing presently available to
the Debtors.

Advances under the Term Facility will be made only in the event
and to the extent that the Debtors' actual cash receipts are not
sufficient to enable the Debtors to pay all of the expenses in the
amounts set forth in the budget.  The rate of interest to be
charged for the DIP Loans will be 10% per annum (calculated on the
basis of a 360-day year for actual days elapsed).  Upon and during
the occurrence of an event of default, the outstanding principal
amount of the DIP loans (including any overdue interest) will bear
interest at 15% per annum.  As security for the performance of the
Obligations under and with respect to the Term Facility, BOTW is
granted enforceable, non-avoidable and fully perfected first
priority priming liens on and senior security interests in the
Collateral.

BOTW has consented to the Debtors' cash collateral use in
accordance with the extended budget and subject to the terms and
conditions set forth in the cash collateral stipulation.  A copy
of the Budget and the Stipulation is available for free at:

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

As adequate protection for the Debtors' use of cash collateral,
the Debtors propose to provide to BOTW, among other things, valid,
enforceable, and fully perfected replacement post-petition liens
and security interests in the post-petition collateral (excluding
avoidance actions.  Further, BOTW will be granted a super-priority
claim against the Debtors' assets, to the extent that the post-
petition liens do not adequately protect against the post-petition
diminution in value in BOTW's interest in its collateral.

On Jan. 28, 2014, the Court approved the sale of substantially all
of the Debtors' tangible and intangible assets related to their
business, including, without limitation, the Debtors' inventory,
machinery, equipment and intellectual property, free and clear of
all liens, claims and interests, to the winning bidder at one or
more public auction sales to be conducted by the Debtors' proposed
auctioneer, liquidator and sale consultant and agent, Reich
Brothers, LLC, in accordance with the terms of that certain
Consulting and Marketing Services Agreement in late January 2014
and early February 2014 or to a buyer identified prior to the
hearing on the motion who is seeking to acquire the Assets as part
of a going concern sale.  BOTW will be entitled, if it so chooses,
to credit bid on the Assets, or any portion thereof, at either the
auction sales or in connection with any going concern sale.

In the event that the Assets are sold to a going concern buyer who
is not the Consultant, the Consultant will be authorized to
receive payment of a fee equal to 10% of the total consideration
paid by the going concern buyer, plus reimbursement for all prior
expenses actually incurred by Consultant prior to such going
concern sale.

                      About Creation's Garden

Valencia, California-based Creation's Garden Natural Products,
Inc., filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-
37815) in Los Angeles on Nov. 20, 2013.  Dino Guglielmelli,
president and holder of 100% of the common stock, signed the
petition.  In its schedules, the company disclosed $14,398,785 in
total assets and $16,991,488.74 in total liabilities.

An affiliate, Creation's Garden Natural Food Markets, Inc.,
simultaneously sought bankruptcy protection.

The Debtors are represented by attorneys at the law offices of
Leven, Neale, Bender, Yoo & Brill L.L.P.  The Debtors also hired
Reich Brothers, LLC as auctioneer, liquidator, and sale consultant
and agent, effective Dec. 2, 2013.


CUI GLOBAL: Board Chairman Resigns, Interim Replacement Appointed
-----------------------------------------------------------------
Colton R. Melby resigned as director and Chairman of the Board of
CUI Global, Inc.  William J. Clough was appointed interim Chairman
of the Board.

                          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.


DOLAN COMPANY: Enters Into Eighth Credit Agreement Amendment
------------------------------------------------------------
The Dolan Company on Feb. 14 disclosed that it entered into the
Eighth Amendment to its Third Amended and Restated Credit
Agreement dated December 6, 2010.

In general, the Eighth Amendment extends the time for the Company
to negotiate terms for restructuring the Company's balance sheet
from the period previously set in the Seventh Amendment and
provides the Company with access to its revolving credit facility
during February 2014 while the Company and its lenders negotiate
and implement terms for such a restructuring.  The Eighth
Amendment requires the Company and its lenders to agree on a term
sheet for addressing the Company's capital structure by
February 20, requires the Company to act thereafter in accordance
with the agreed terms, temporarily waives the Company's existing
and near-term defaults with respect to covenants, payments, and
other obligations, and requires an additional fee equal to 5% of
the sum of the outstanding term loans and revolving commitments.

Headquartered in Minneapolis, Minnesota, The Dolan Company --
http://www.thedolancompany.com-- is a provider of professional
services and business information to legal, financial and real
estate sectors in the United States.  The Company operates through
two operating divisions: its Professional Services Division and
its Business Information Division.  Its Professional Services
Division consists of two segments: mortgage default processing
services and litigation support services.  Its Business
Information Division produces legal publications, business
journals, court and commercial media, other online information
products and services, and operates Websites and produces events
for targeted professional audiences in 21 geographic markets
across the United States.


DR. TATTOFF: Andrew M. Heller Files Amended Disclosures
-------------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, The Andrew M. Heller 2009 GRAT disclosed that
as of May 28, 2013, it beneficially owned 2,680,534 shares of
common of Dr. Tattoff, Inc., representing 13.2 percent of the
shares outstanding.  The reporting person previously held
2,145,919 common shares or 13.7 percent equity stake as of
July 31, 2012.  A copy of the regulatory filing is available for
free at http://is.gd/6PSga0

                         About Dr. Tattoff

Beverly Hills, Calif.-based Dr. Tattoff, Inc., currently operates
or provides management services to five laser tattoo and hair
removal clinics located in Texas and California, all of which
operate under the Company's registered trademark "Dr. Tattoff."

Dr. Tattoff disclosed a net loss of $2.83 million on $3.20 million
of revenue for the year ended Dec. 31, 2012, as compared with a
net loss of $2.47 million on $2.66 million of revenue during the
prior year.  The Company's balance sheet at Sept. 30, 2013, showed
$2.12 million in total assets, $5.30 million in total liabilities,
and a $3.17 million total shareholders' deficit.

SingerLewak LLP, in Los Angeles, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company's current liabilities exceeded its current assets
by approximately $1,547,000, has shareholders' deficit of
approximately $806,000, has suffered recurring losses and negative
cash flows from operations, and has an accumulated deficit of
approximately $7,407,000 at Dec. 31, 2012, which conditions raise
substantial doubt about the Company's ability to continue as a
going concern.


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

Lain Faulkner will assist the Chapter 11 Trustee in:

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

   -- preparing Monthly Operating Reports;

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

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

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

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

D. Keith Enger, certified public accountant of Lain Faulkner,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.

The Court for the Northern District of Texas will hold a hearing
on the application on March 5, 2014, at 1:30 p.m.

Lain Faulkner can be reached at:

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

                        About Eastern Hills

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

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

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

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


EASTERN HILLS: Ch. 11 Trustee Taps Sherman & Yaquinto as Attorney
-----------------------------------------------------------------
Robert Yaquinto, Jr., the Chapter 11 trustee of Eastern Hills
Country Club, seeks permission from the Hon. Stacey G. Jernigan of
the U.S. Bankruptcy Court for the Northern District of Texas to
employ Robert Yaquinto, Jr. and the law firm of Sherman &
Yaquinto, LLP, as attorney and paralegals.

The Chapter 11 Trustee requires Sherman & Yaquinto to:

   (a) prepare documents to sell assets of the Estate;

   (b) represent the estate in adversary actions;

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

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

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

Sherman & Yaquinto will be paid at these hourly rates:

       Robert Yaquinto, Jr.       $400
       Paralegal                  $100

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

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

Robert Yaquinto, Jr., of the firm Sherman & Yaquinto, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

The Court for the Northern District of Texas will hold a hearing
on the application on March 5, 2014, at 1:30 p.m.

Sherman & Yaquinto can be reached at:

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

                      About Eastern Hills

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

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

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

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


EASTERN HILLS: Chapter 11 Trustee Hires Candace Rubin as Realtor
----------------------------------------------------------------
Robert Yaquinto, Jr., the Chapter 11 trustee of Eastern Hills
Country Club, filed papers asking the Hon. Stacey G. Jernigan of
the U.S. Bankruptcy Court for the Northern District of Texas for
permission to employ Candace Rubin Real Estate as realtor to list
real property and improvements for sale.

The property is a golf course facility and owns a building and
approximately 180 acres of land with improvements, and is located
at 3000 S. Country Club Dr., Garland, Texas 7.

The Chapter 11 Trustee proposes alternative forms of compensation
for Candace Rubin.  If the real property and improvements are sold
pursuant to the terms of the Listing Agreement, Trustee proposes
to pay Candace Rubin compensation of 6% of the sale price.
Alternatively, should a plan be confirmed which does not include
the sale of the real property and improvements, Trustee proposes
to pay Candace Rubin a reasonable fee for services rendered based
on a reasonable hourly rate as approved by this court.

Candace Rubin, realtor and broker, 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 Northern District of Texas will hold a hearing
on the application on March 5, 2014, at 1:30 p.m.

Candace Rubin can be reached at:

       Candace Rubin
       CANDACE RUBIN REAL ESTATE
       25 Highland Park Village, Ste. 100-312
       Dallas, TX 75205
       Tel: (214) 522-8811
       Fax: (214) 522-9695

                      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.


EDDIE BAUER: Jos. A. Bank to Acquire Firm for $825 Million
----------------------------------------------------------
Dana Mattioli and Liz Hoffman, writing for The Wall Street
Journal, reported that the takeover battle looming in the men's
suit department just got a lot more complicated.

According to the report, Jos. A. Bank Clothiers Inc. said on Feb.
14 that it agreed to buy retailer Eddie Bauer for $825 million in
cash and stock, the latest twist in a monthslong effort between
Jos. A. Bank and Men's Wearhouse Inc. to buy each other.

By acquiring privately owned Eddie Bauer, Jos. A. Bank effectively
makes it trickier for Men's Wearhouse to pursue its offer for Jos.
A. Bank, extended earlier this year at $57.50 a share, which Jos.
A. Bank has rebuffed, the report related.  Men's Wearhouse's
overture came after it turned down an earlier approach from Jos.
A. Bank.

The terms of the Eddie Bauer deal, which also includes a Jos. A.
Bank stock buyback, appear carefully structured to counter any
contention that the suit seller is making the acquisition to
thwart Men's Wearhouse, the report further related.  An unusual
clause for buyers lets Jos. A. Bank terminate the Eddie Bauer deal
if it gets an offer its board thinks will create more value for
shareholders than the Eddie Bauer deal coupled with the stock
buyback.

"We have been looking at and discussing this company for years,"
said Jos. A. Bank Chairman Robert Wildrick in an interview with
the Journal on Feb. 14.

                        About Eddie Bauer

Eddie Bauer -- http://www.eddiebauer.com/-- is a specialty
retailer that sells outerwear, apparel and accessories for the
active outdoor lifestyle.  Eddie Bauer participates in a joint
venture in Japan and has licensing agreements across a variety of
product categories.

Eddie Bauer, founded in Bellevue, Wash., in 1920, was acquired by
General Mills Inc. in 1971 and then sold to catalog retailer
Spiegel Inc. in 1988.  Eddie Bauer Inc. emerged from Spiegel's
2003 Chapter 11 case as a separate, reorganized entity under the
control and ownership of Eddie Bauer Holdings, Inc.

Eddie Bauer Holdings, Inc. (now known as EBHI Holdings, Inc.) and
eight affiliates filed for bankruptcy (Bankr. D. Del. Lead Case
No. 09-12099) on June 17, 2009.  Judge Mary F. Walrath presides
over the case.  David S. Heller, Esq., Josef S. Athanas, Esq., and
Heather L. Fowler, Esq., at Latham & Watkins LLP, serve as the
Debtors' general counsel.  Kara Hammond Coyle, Esq., and Michael
R. Nestor, Esq., at Young Conaway Stargatt & Taylor LLP, serve as
local counsel.  The Debtors' restructuring advisors are Alvarez
and Marsal North America LLC.  Their financial advisors are Peter
J. Solomon Company.  Kurtzman Carson Consultants LLC acts as
claims and notice agent.  As of April 4, 2009, Eddie Bauer had
$525,224,000 in total assets and $448,907,000 in total
liabilities.

Eddie Bauer Canada, Inc., and Eddie Bauer Customer Services filed
for protection from their creditors in Canada on June 17, 2009,
the same day the U.S. Debtors filed for creditor protection.  The
Canadian Debtors have obtained an initial order of the Canadian
Court staying the proceedings against the Canadian Debtors and
their property in Canada.  RSM Richter Inc. was appointed as
monitor in the Canadian proceedings.

On Aug. 4, 2009, Golden Gate Capital closed a deal to acquire
Eddie Bauer Holdings for $286 million.  Golden Gate will maintain
the substantial majority of Eddie Bauer's stores and employees in
a newly formed going concern company.  Golden Gate beat an
affiliate of CCMP Capital Advisors, LLC, at the auction.  The CCMP
unit's $202 million cash offer served as stalking horse bid.

Golden Gate Capital -- http://www.goldengatecap.com/-- is a San
Francisco-based private equity investment firm with roughly
$9 billion of assets under management.


EFUSION SERVICES: Creditors Want Chapter 11 Case Dismissed
----------------------------------------------------------
John Dorsey, Thomas McCann, and Anthony Maley, creditors of
Efusion Services LLC, ask the U.S. Bankruptcy Court for the
District of Colorado to dismiss the Debtor's Chapter 11 case
because the Debtor has no debts to reorganize and no business to
rehabilitate.

According to the creditors, the Debtor is a holding company with
no cash, no income, no ability to generate income, nine creditors,
no money to pay its counsel only one month into this case.  This
case was filed in bad faith for the benefit of the Debtor's
majority owner, eFusion Management and its principal Paul Lufkin
so that they could attempt to salvage a deal they failed to close
for almost a year.

Daniel J. Garfield, Esq., at Foster Graham Milstein & Calisher
LLP, counsel of the creditors, says the creditors and the Debtor
agreed in December 2012 that the Debtor would purchase companies
for $35 million and pay Messrs. Dorsey and McCann $27 million by
February 2013.  Despite multiple extensions of the payment
deadline, the Debtor failed to raise any funds, and Messrs. Dorsey
and McCann exercised their right to terminate the purchase, says
Mr. Garfield.

Mr. Garfield notes the Debtor now claims that no termination
occurred and asserts that Messrs. Dorsey and McCann were not
truthful concerning the finances of the companies.  This dispute,
above all other facts, explains the Debtor's bad faith petition,
he adds.

eFusion Services LLC filed a Chapter 11 bankruptcy petition
(Bankr. D. Colo. Case No. 13-30740) on Dec. 20, 2013.  The
petition was signed by Paul Lufkin, Manager of eFusion Management
LLC.  The Debtor disclosed total assets of $35 million and total
liabilities of $28.6 million.  The Hon. Michael E. Romero presides
over the case.  The Debtor employed Powell Theune PC as its
counsel.


ELITE PHARMACEUTICALS: Mikah, Treppel Convert Notes to Shares
-------------------------------------------------------------
Elite Pharmaceuticals, Inc., and Elite Laboratories, Inc., its
wholly-owned subsidiary, amended the following convertible
promissory notes:

   (i) an Aug. 1, 2013, Secured Convertible Note to Mikah Pharma
       LLC due Aug. 1, 2016 in the principal amount of
       $10,000,000; and

  (ii) a Nov. 21, 2013, Convertible Note to Jerry Treppel due
       Nov. 21, 2016, in the principal amount of $600,000.

Mikah is owned by the Company's CEO and president and Mr. Treppel
is a director of the Company.  Generally, the Notes were amended
to make them convertible into shares of the Company's newly
created Series I Convertible Preferred Stock.

On Feb. 7, 2014, Mikah converted the entire Mikah Note into 100
shares of I Preferred Stock and Treppel converted the entire
Treppel Note into 4.242 shares of the Company's Series I
Convertible Preferred Stock.

On Feb. 6, 2014, the Company filed a Certificate of Designations
with the Nevada Secretary of State designating a new series of
convertible preferred stock - Series I Preferred Stock and setting
forth the various rights, preferences, restrictions and other
matters related to the I Preferred Stock.  Five hundred shares
were designated as I Preferred Stock.  Each share of I Preferred
Stock has a Stated Value of $100,000 and is convertible at the
option of the holder thereof into such number of shares of Common
Stock determined by dividing the Stated Value of that share of I
Preferred Stock by the Conversion Price (currently $0.07, subject
to adjustment pursuant to the terms of the COD).  Each share of I
Preferred is entitled to vote along with the holders of Common
Stock and each share is entitled to votes equal to the number of
shares of Common Stock into which they are convertible.  Holders
are entitled to dividends if and when declared in an amount equal
to the dividend he or she would have been entitled to receive upon
conversion, in full, of one share of Series I Preferred in to
Common Stock.  Upon any liquidation, dissolution or winding-up of
the Company, each Holder is entitled to receive, pari passu and
pro rata with the holders of Common Stock, out of the assets of
the Company an amount equal to the amount distributable with
regard to the number of shares of Common Stock into which the
shares of Series I Preferred Stock held by the Holder are
convertible.

                     About Elite Pharmaceuticals

Northvale, New Jersey-based Elite Pharmaceuticals, Inc., is a
specialty pharmaceutical company principally engaged in the
development and manufacture of oral, controlled-release products,
using proprietary technology and the development and manufacture
of generic pharmaceuticals.  The Company has one product,
Phentermine 37.5mg tablets, currently being sold commercially.

Elite Pharmaceuticals reported net income attributable to common
shareholders of $1.48 million on $3.40 million of total revenues
for the year ended March 31, 2013, as compared with a net loss
attributable to common shareholders of $15.05 million on $2.42
million of total revenues for the year ended March 31, 2012.

Demetrius Berkower LLC, in Wayne, New Jersey, issued a "going
concern" qualification on the consolidated financial statements
for the year ended March 31, 2013.  The independent auditors noted
that the Company has experienced significant losses resulting in a
working capital deficiency and shareholders' deficit.  These
conditions raise substantial doubt about its ability to continue
as a going concern.

The Company's balance sheet at Sept. 30, 2013, showed $17.41
million in total assets, $23.26 million in total liabilities and a
$5.85 million total stockholders' deficit.


EMPIRE DIE: Court Okays Sale to American Light
----------------------------------------------
The Hon. Marilyn Shea-Stonum of the U.S. Bankruptcy Court for the
Northern District of Ohio has entered an order approving the sale
of substantially all of Empire Die Casting Co., Inc.'s assets free
and clear of all liens, claims, encumbrances and interests.

As reported by the Troubled Company Reporter on Nov. 21, 2013,
Marie Beaudette, writing for DBR Small Cap, reported that the
Court cleared the Debtor to auction its assets on Dec. 18, with
Yogen Rahangdale's SRS International Holdings Inc. serving as the
stalking-horse bidder with a $10.75 million offer.  Challengers
had until Dec. 16 to submit rival bids ahead of the auction.

At the conclusion of the Dec. 18 auction, American Light Metals,
LLC, was selected as the successful bidder of the assets.

The sale motion had been objected by (i) Bank of the West, Trinity
Division; (ii) TCF Equipment Finance, Inc., which stated in its
sale objection that the sale order should provide for its claim to
be paid out of the sale proceeds; and (iii) Richard P. Rogel, a
director, officer, and majority shareholder of the Debtor, who has
been asked to personally guarantee payment on certain agreements
whereby the Debtor was loaned money to buy certain equipment
necessary in the Debtor's daily operations.  According to Mr.
Rogel, the sale order should provide for all claims arising out of
the sale proceeds.

BWT's sale objection stated that the Debtor's petition and
schedules do not recognize BWT as a lessor, but identify BWT as a
secured creditor.  "Because BWT is a lessor and owner of the
subject machinery and equipment or, in the alternative, a secured
creditor holding a perfected security interest in said machinery
and equipment, it is unclear from the Sale Motion whether the
Debtor intends to assume and then assign Leases A through D to the
Buyer or sell the machinery and equipment conditioned on the
payment of the total amount due and owing to BWT under said
Leases.  Unless the Debtor clarifies whether it intends to treat
BWT as a secured creditor and/or a lessor, BWT (as a secured
creditor) objects to any sale of the machinery and equipment
subject to Leases A through D unless the sale order provides that
BWT's claims will be promptly paid in full out of the sale
proceeds," BWT said.

On Dec. 11, 2013, the Debtor filed with Court its stipulation with
the Industrial Maintenance and Vending Machine Service Employees
Local Union 416, wherein the parties stipulated that any court
order with respect to the sale motion would provide that the sale
of the acquired assets to the prevailing bidder would be free and
clear of all successor liability claims related to the
multiemployer pension fund, with interests (if any) attaching to
the proceeds of the sale of the acquired assets to the same extent
and with the same validity and priority as existed with respect to
the acquired assets immediately prior to the sale.

BWT is represented by:

         MCCARTHY, LEBIT, CRYSTAL & LIFFMAN CO., L.P.A.
         Robert R. Kracht, Esq.
         Christina E. Niro, Esq.
         101 West Prospect Avenue
         1800 Midland Building
         Cleveland, Ohio 44115
         Tel: (216)696-1422
         Fax: (216)696-1210
         E-mail: rrk@mccarthylebit.com
                 cen@mccarthylebit.com

The Union and the Trustees are represented by:

         GOLDSTEIN GRAGEL LLC
         Susan L. Gragel, Esq.
         526 Superior Avenue East #1040
         Cleveland, OH 44114
         Tel: (216)771-6633
         Fax: (216)771-7559
         E-mail: sgragel@ggcounsel.com

TCF is represented by:

         CRAIG W. RELMAN CO. L.P.A.
         Craig W. Relman, Esq.
         James S. Schoen, Esq.
         3401 Enterprise Pkwy., Suite 210
         Cleveland, OH 44122
         Tel: (216)514-4981
         Fax: (216)514-4987
         E-mail: crelman@aol.com

Mr. Rogel is represented by:

         STARK & KNOLL CO, L.P.A.
         Terrence L. Seeberger, Esq.
         3475 Ridgewood Road
         Akron, OH 44333
         Tel: (330)376-3300
         Fax: (330)572-1269
         E-mail: tseeberger@stark-knoll.com

                         About Empire Die

Macedonia, Ohio-based Empire Die Casting Co., Inc., sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D.
Ohio Case No. 13-52996) on Oct. 16, 2013.  The Debtor estimated
assets of $10 million to $50 million and liabilities of $1 million
to $10 million.  The petition was signed by Robert Hopkins,
president.

The case is before Judge Marilyn Shea-Stonum.  The Debtor is
represented by Marc B. Merklin, Esq., and Kate M. Bradley, Esq.,
at Brouse McDowell, LPA, in Akron, Ohio.

The Official Committee of Unsecured Creditors is represented by
Freeborn & Peters LLP.

FirstMerit Bank, N.A. is represented by Scott N. Opincar, Esq., at
McDonald Hopkins LLC, in Cleveland, Ohio.


EMPIRE DIE: Modifies DIP Credit Agreement With Firstmerit
---------------------------------------------------------
Empire Die Casting Co., Inc., has filed with the U.S. Bankruptcy
Court for the Northern District of Ohio a first amendment to its
DIP credit agreement.

The Debtor last year obtained court approval to obtain secured
postpetition financing of up to $6.0 million from FirstMerit Bank,
N.A., according to the Nov. 26, 2013 edition of the TCR.

The Debtor and Firstmerit have agreed to modify certain terms and
conditions of the DIP Credit Agreement, amending Eligible Account
Receivable.  A copy of the amended agreement is available for free
at http://bankrupt.com/misc/EMPIREDIEcreditamendment.pdf

                         About Empire Die

Macedonia, Ohio-based Empire Die Casting Co., Inc., sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D.
Ohio Case No. 13-52996) on Oct. 16, 2013.  The Debtor estimated
assets of $10 million to $50 million and liabilities of $1 million
to $10 million.  The petition was signed by Robert Hopkins,
president.

The case is before Judge Marilyn Shea-Stonum.  The Debtor is
represented by Marc B. Merklin, Esq., and Kate M. Bradley, Esq.,
at Brouse McDowell, LPA, in Akron, Ohio.

The Official Committee of Unsecured Creditors is represented by
Freeborn & Peters LLP.

FirstMerit Bank, N.A. is represented by Scott N. Opincar, Esq., at
McDonald Hopkins LLC, in Cleveland, Ohio.


EURO BOUTIQUE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Euro Boutique, Inc.
           aka Jaguar of Puerto, Rico
        PO Box 13055
        San Juan, PR 00908

Case No.: 14-01023

Chapter 11 Petition Date: February 13, 2014

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

Judge: Hon. Mildred Caban Flores

Debtor's Counsel: Luis D. Flores Gonzalez, Esq.
                  LUIS D. FLORES GONZALEZ LAW OFFICE
                  80 Calle Georgetti Suite 202
                  San Juan, PR 00925-3624
                  Tel: 787 758-3606
                  Fax: 787-753-5317
                  Email: ldfglaw@coqui.net

Total Assets: $4.02 million

Total Liabilities: $4.57 million

The petition was signed by Marigloria Del Valle, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/prb14-1023.pdf


EVENT RENTALS: Files Under Ch. 11, Seeks New Owner for Business
---------------------------------------------------------------
Event Rentals Inc., the largest event-rental provider in the U.S.,
filed for Chapter 11 bankruptcy protection on Feb. 13, seeking a
new owner to take over its business, which provides napkins,
tents, tables and other necessities for events from the Super Bowl
to backyard weddings, according to news report.

According to Peg Brickley, writing for The Wall Street Journal,
the company said it hadn't landed an offer yet from a buyer
committed to keeping it running but is in "advanced discussions
with...lenders" about a sale that will be tested at auction.  Bill
Rochelle, the bankruptcy columnist for Bloomberg News, reported
that the event-rental company filed a petition for Chapter 11
protection in Delaware in preparation for selling the business
within 105 days to secured lenders.

Event Rentals said it has financing to see it through an expedited
sale process, the Journal said.  The lenders will finance the
bankruptcy with a $20 million credit, including $17 million to be
advanced on an interim basis, Bloomberg related.

Affiliates including Classic Party Rentals filed for protection
along with Event Rentals in the U.S. Bankruptcy Court in
Wilmington, Del., the Journal noted.  Mr. Rochalle said the
company serves 22 markets and generated $242.1 million of revenue
in 2013. Assets were listed for $148 million, with debt totaling
$246 million.

Event Rentals is looking for a fast sale, with a deal closed "no
more than 105 days" after the filing, the Journal related.  In
court papers, it described its operations as "a good business with
a bad balance sheet that could become a great business with the
appropriate deleveraging and subsequent capital investments."  The
company there are "advanced discussions" with lenders regarding a
sale, with an auction to be held to determine if there is a better
offer, Mr. Rochelle said.

The private-equity backed company blamed its liquidity problems on
an ill-timed growth spurt at a time when corporations started
reining in conspicuous party spending during the economic
downturn, the report further related.  "Even those clients
successfully weathering the economic storm were cautious about
flaunting their good fortunes," Event Rentals said in court
papers.

The case is In re Event Rentals Inc., 14-bk-10282, U.S. Bankruptcy
Court, District of Delaware (Wilmington).


EVENT RENTALS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor affiliates filing separate Chapter 11 bankruptcy cases:

  Debtor                                          Case No.
  ------                                          --------
  Event Rentals, Inc.                             14-10282
     aka Ducky Bob's Cannonball Party Rentals
     aka Parties a la Carte
     aka Ducky Bob's
     aka Event Rentals 2, LLC
     aka A to Z Rental Center of Palm Springs, Inc.
     aka Classic East, Inc.
     aka Abbey Event Services
     aka 523 Capital, LLC
     aka Abbey LA
     aka Classic Tents
     aka Tri-Rentals, Inc.
     aka Ducky Bob's Cannonball Party & Tent Rentals
     aka Ducky Bob's Party Rentals
     aka Ducky Bob's Party & Tent Rentals
     aka Cannonball Party Rentals
     aka La Bella Party Rental Company
     aka Pamela M. Patsavas, Ltd
     aka A-Aztec Rentals and Sells, Inc.
     aka Ducky Bob's, Inc.
     aka Ducky Bob's Regent Rentals
     aka Festive Fare
     aka A Star Party Rentals
  901 West Hillcrest Blvd.
  Inglewood, CA 90301

     Special Event Holding, Inc.                  14-10292

     Classic Panache, Inc.                        14-10285

     DUBO Acquisition Corp.                       14-10293

     DBO Acquisition Corp.                        14-10291

     Classic Party Rentals LP                     14-10286

     Classic Party Rentals, Inc.                  14-10288

     Classic Midwest, Inc.                        14-10283
        aka Ducky Bob's Cannonball Party &
        Tent Rentals
        aka La Bella Party Rental Company
        aka 523 Capital, LLC
        aka Cannonball Party Rentals
        aka Ducky Bob's, Inc.
        aka Phoenix Event Services
        aka Forest Acquisition Corp.
        aka Chicago Party Rentals
        aka A-Aztec Rents and Sells, Inc.
        aka Festive Fare
        aka A-Star Party Rentals
        aka Pamela M. Patsavas, Ltd
        aka Ducky Bob's
        aka Ducky Bob's Party & Tent Rentals
        aka Ducky Bob's Cannonball Party Rentals
        aka Classic Party Rentals
        aka Event Rentals 2, LLC
        aka Parties a la Carte
        aka Tri-Rentals, Inc.
        aka Ducky Bob's Regent Rentals
        aka Ducky Bob's Party Rentals
        aka Classic East, Inc.
        aka Abbey LA
     901 West Hillcrest Boulevard
     Inglewood, CA 90301

     Classic Northeast, Inc.                      14-10284

     Classic/Prime, Inc.                          14-10289

     Classic Southeast, Inc.                      14-10287

     Unique Tabletop Rentals, Inc. 8              14-10294

     Grand Events & Party Rentals, Inc.           14-10290

Type of Business: Event Services and Rentals

Chapter 11 Petition Date: February 13, 2014

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

Debtors' Local:   L. John N. Bird, Esq.
Counsel           FOX ROTHSCHILD LLP
                  919 North Market St., 16th Floor
                  Wilmington, DE 19801
                  Tel: 302-622-4263
                  Fax: 302-656-8920
                  Email: jbird@foxrothschild.com

                    - and -

                  Jeffrey M. Schlerf, Esq.
                  FOX ROTHSCHILD LLP
                  919 N. Market Street, Suite 1600
                  Wilmington, DE 19801
                  Tel: 302-654-7444
                  Fax: 302-656-8920
                  Email: jschlerf@foxrothschild.com

                    - and -

                  John H. Strock, Esq.
                  FOX ROTHSCHILD LLP
                  919 N. Market St., Suite 1300
                  P.O Box 2323
                  Wilmington, DE 19899-2323
                  Tel: 302-654-7444
                  Fax: 302-656-8920
                  Email: jstrock@foxrothschild.com

Debtors' Counsel: John K. Cunningham, Esq.
                  WHITE & CASE LLP
                  Southeast Financial Center
                  200 South Biscayne Boulevard, 49th Floor
                  Miami, FL 33131
                  T: (305) 371-2700
                  F: (305) 358-5744
                  Email: jcunningham@whitecase.com

                     - and -

                  Craig H. Averch, Esq.
                  WHITE & CASE LLP
                  633 West Fifth Street, Suite 1900
                  Los Angeles, CA 90071
                  T: (213) 620-7700
                  F: (213) 452-2329
                  Email: caverch@whitecase.com

Debtors'          JEFFERIES LLC
Financial Advisor:


Debtors' Claims   KURTZMAN CARSON CONSULTANTS LLC
& Noticing Agent:

Debtors' Other
Professionals:    FTI CONSULTING, INC.

Consolidated Assets: $148 million as of Dec. 26, 2013
Consolidated Debts: $246 million as of Dec. 26, 2013

The petitions were signed by Jeffrey M. Black, chief executive
officer.

Consolidated List of Debtors' 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Don Parker/BDA                       Seller Note     $2,500,000
Terra Firm
P.O. Box 190
Lake Geneva, WI 53147
P: 262-248-7878

Mr. and Mrs Herb Stone               Seller Note     $1,575,000
2655 NAPA Valley
Corporate Drive
Napa Valley, CA 94558
P: 415-559-3133

American Turf & Carpet               Trade Debt      $1,113,961
50 E. 42nd Street, 14th Floor
New York, NY 10017
P: 800-569-2751
F: 212-953-1117

Zurich North America                 Insurance         $959,624
8734 Paysphere Circle
Chicago, IL 60674
P: 312-496-2400
F: 877-962-2567

Stan and Beth  White                 Seller Note       $750,000
2931 Belgrave Drive
Germantown, TN 38138
P: 901-331-0564

Commissioner of Taxation and         Tax               $618,885
Finance
General Post Office
PO Box 4127
Binghamton, NY 13902-4127
P: 518-485-6027
F: 518-435-2942

Lockton Insurance Brokers Inc.       Insurance         $443,290
725 S. Figueroa Street, 35th Floor
Los Angeles, CA 90017
P: 213-689-0065
F: 213-689-0550

Brad Turlington/The Turlington Group  Seller Note      $300,000
2109 White Oak Road
Raleigh, NC 27608
P: 919-369-6347

Jomar                                 Trade Debt       $280,971
4000 E. Airport Dr., Suite A.
Ontario, CA 91761
P: 866-390-1444
F: 909-390-1171

Ryder Transporation Services          Trade Debt       $246,005

Designer 8 Event Furniture Rental     Trade Debt       $244,288

Chameleon Chairl LLC                  Trade Debt       $216,716

Venable LLP                           Legal            $192,147

Toptec Products LLC                   Trade Debt       $178,304

Soyan Wong/David Brann                Seller Note      $175,000

American Furniture Rental             Trade Debt       $167,305

Mty Enterprises, LLC                  Trade Debt       $164,142

Descartes Systems (USA) LLC           Trade Debt       $159,613

Aztec Tents Design & Production       Trade Debt       $156,062

David Painter                         Seller Note      $150,000


EWGS INTERMEDIARY: Panel Can Hire Cooley LLP as Lead Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors of EWGS
Intermediary, LLC and Edwin Watts Golf Shops, LLC, seeks
authorization from the Hon. Mary F. Walrath of the U.S. Bankruptcy
Court for the District of Delaware to retain Cooley LLP as lead
counsel to the Committee, nunc pro tunc to Nov. 12, 2013.

The firm will, among other things, provide these services:

   (a) attend the meetings of the Committee;

   (b) review financial and operational information furnished by
       the Debtors to the Committee; and

   (c) analyze and negotiate the budget and the terms of the
       debtor-in possession financing.

Cooley LLP will be paid at these discounted hourly rates:

       Lawrence C. Gottlieb, Partner        $796
       Jay R. Indyke, Partner               $756
       Brent Weisenberg, Associate          $603
       Richelle Kalnit, Associate           $589.50
       Robert Winning, Associate            $391.50
       Jeremy Rothstein, Associate          $319.50

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

For professional services, fees are based on Cooley LLP's standard
hourly rates, less the applicable discount provided to the
Committee, provided further that Cooley LLP's blended aggregate
hourly rate will not exceed $540. The proposed rates of
compensation, subject to the agreed upon discount and final Court
approval, are the customary hourly rates in effect when services
are performed by the attorneys, legal assistants and staff who
provide services to the Committee.

The Executive Office for United States Trustees recently adopted
new Guidelines for Reviewing Applications for Compensation and
Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 by
Attorneys in Larger Chapter 11 Cases -- so-called Appendix B
Guidelines.  By their terms, the Appendix B Guidelines "apply to
the USTP's review of applications for compensation filed by
attorneys in larger chapter 11 cases," and are intended as an
update to the original Guidelines adopted by the EOUST in 1996.

Cooley LLP will represent the Committee in coordination with
Richards, Layton & Finger, P.A., the Committee's proposed Delaware
counsel.  Cooley LLP and Richards, Layton & Finger, P.A. have
discussed a division of responsibilities in connection with their
representation of the Committee, especially in light of the issues
and concerns raised by the Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Section 330 by Attorneys in Larger Chapter 11 Cases,
effective Nov. 1, 2013 (the "UST Guidelines), and will make every
effort to avoid and minimize duplication of services in their
respective representations.

As required by the UST Guidelines, Cooley LLP responded to the
questions set forth in Section D as follows:

   -- Cooley advised the Committee that its fees will be
      commensurate with the fees charged to its other clients and
      fees charged in cases of this size, provided that Cooley
      agreed (i) to a 20% discount on its customary fees for
      services performed by Lawrence C. Gottlieb and Jay R. Indyke
      and a 10% discount on its customary fees for services
      performed by all other Cooley timekeepers and (ii) that its
      blended aggregate hourly rate will not exceed $540.

   -- None of the professionals included in this engagement vary
      their rate based on the geographic location of the
      bankruptcy case.

   -- Cooley did not represent the Committee prior to the Petition
      Date.

   -- The Committee was provided with a budget and staffing plan,
      each of which has been approved.

In a declaration filed together with the Application, Diana
Schelin and Denise Reyes, co-chairman of the Committee, said that
prior to selecting Cooley, the Committee discussed the hourly
billing rates of three other firms and compared them to Cooley's
rates.  In addition, the Committee confirmed that (i) the Cooley
attorneys staffed to this engagement will not be charging a
premium or in any way increasing their hourly rates over the fees
charged to non-bankruptcy clients and (ii) the material terms for
the engagement are comparable to terms of other comparably skilled
professionals who the Committee interviewed.

Lawrence C. Gottlieb, Esq., partner of Cooley LLP, 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 EWGS Intermediary

EWGS Intermediary and Edwin Watts Golf Shops, which operate as an
integrated, multi-channel retailer, offering brand name golf
equipment, apparel and accessories, filed for Chapter 11
protection on Nov. 4, 2013 (Bankr. D. Del. Lead Case No.
13-12876).  They are represented by Domenic E. Pacitti, Esq., and
Michael W. Yurkewicz, Esq., at Klehr Harrison Harvey Branzburg
LLP, in Wilmington, Delaware.  The Debtors tapped Bayshore
Partners LLC as their investment banker, FTI Consulting, LLC, as
their financial advisors, and Epiq Bankruptcy Solutions, LLC, as
claims and noticing agent.  The Company indicates total assets
greater than $100 million on its Chapter 11 petition.

As reported in the Troubled Company Reporter on Nov. 26, 2013,
Edwin Watts Golf Shops LLC, which sells golf equipment and
clothing online and through 90 U.S. retail stores, won court
approval of procedures for a bankruptcy sale process without
having a lead bidder under contract.

PNC Bank, National Association, the DIP Agent, is represented by
Regina Stango Kelbon, Esq., at Blank Rome LLP, in Wilmington,
Delaware.

Richards, Layton & Finger, P.A. is the Official Committee of
Unsecured Creditors' Delaware counsel.


EWGS INTERMEDIARY: Panel Can Tap Richards Layton as Local Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of EWGS Intermediary
LLC and its debtor-affiliates sought and obtained authorization
from the U.S. Bankruptcy Court for the District of Delaware to
retain Richards, Layton & Finger, P.A. as Delaware counsel to the
Committee, nunc pro tunc to Nov. 14, 2013.

The firm will, among other things, provide these services:

   (a) advise the Committee of its rights, powers and duties in
       the Chapter 11 Cases;

   (b) assist and advise the Committee in its consultations with
       the Debtors relative to the administration of the Chapter
       11 Cases; and

   (c) assist the Committee in analyzing the claims of the
       Debtors' creditors and in negotiating with such creditors.

Richards Layton will be paid at these hourly rates:

       Michael J. Merchant, Director      $540
       Christopher M. Samis, Associate    $400
       William A. Romanowies, Associate   $250
       Barbara J. Witters, Paralegal      $215

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

As required by the Guidelines for Reviewing Applications for
Compensation and Reimbursement of Expenses Filed under 11 U.S.C.
Section 330 by Attorneys in Larger Chapter 11 Cases, effective
Nov. 1, 2013, Richards Layton responded to the questions set forth
in Section D of the UST Guidelines as follows:

   (a) Richards Layton advised the Committee that its fees will be
       commensurate with the fees charged to its other clients and
       fees charged in cases of this size, provided that Richards
       Layton agreed to (i) a discount on Michael J. Merchant's
       customary hourly rate from $600 to $540 and (ii) a discount
       on Christopher M. Samis' customary hourly rate from $450 to
       $400;

   (b) None of the professionals included in this engagement vary
       their rate based on geographic location of the bankruptcy
       case;

   (c) Richards Layton did not represent the Committee prior to
       the petition date, although Richards Layton did represent
       one of the Committee members, Cleveland Golf Co., at the
       Formation Meeting, as discussed in greater detail at
       Paragraph 10 of the Merchant Declaration; and

   (d) The Committee was provided with the budget attached to the
       order approving the Debtors' post-petition financing, which
       provides for $250,000 in fees and expenses for the
       Committee's professionals through the end of December 2013
       (the "Initial Period").  The Committee and counsel shall
       further refine the budget through the Initial Period and
       develop a budget and staffing plan to apply after the end
       of the Initial Period for further period to be decided
       between Richards Layton and the Committee.  Any revised
       budget for the Initial Period and any budgets agreed to for
       any periods subsequent to the Initial Period shall
       accompany any fee applications filed for th period in
       question.

Michael J. Merchant, director of Richards Layton, 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 EWGS Intermediary

EWGS Intermediary and Edwin Watts Golf Shops, which operate as an
integrated, multi-channel retailer, offering brand name golf
equipment, apparel and accessories, filed for Chapter 11
protection on Nov. 4, 2013 (Bankr. D. Del. Lead Case No.
13-12876).  They are represented by Domenic E. Pacitti, Esq., and
Michael W. Yurkewicz, Esq., at Klehr Harrison Harvey Branzburg
LLP, in Wilmington, Delaware.  The Debtors tapped Bayshore
Partners LLC as their investment banker, FTI Consulting, LLC, as
their financial advisors, and Epiq Bankruptcy Solutions, LLC, as
claims and noticing agent.  The Company indicates total assets
greater than $100 million on its Chapter 11 petition.

As reported in the Troubled Company Reporter on Nov. 26, 2013,
Edwin Watts Golf Shops LLC, which sells golf equipment and
clothing online and through 90 U.S. retail stores, won court
approval of procedures for a bankruptcy sale process without
having a lead bidder under contract.

PNC Bank, National Association, the DIP Agent, is represented by
Regina Stango Kelbon, Esq., at Blank Rome LLP, in Wilmington,
Delaware.

Cooley LLP is the lead counsel to the Official Committee of
Unsecured Creditors.


FISKER AUTOMOTIVE: Wanxiang Emerges as Best Bidder in Auction
-------------------------------------------------------------
Fisker Automotive, Inc. and Fisker Automotive Holdings, Inc.
(collectively, Fisker Automotive) on Feb. 14 disclosed that after
19 rounds of bidding Wanxiang America Corporation has been
selected as the highest and best bidder in a competitive auction
completed on Friday, February 14, 2014, in a transaction that
includes the acquisition of Fisker's Wilmington, Delaware plant.

Wanxiang's bid has been valued at approximately $149.2 million,
representing $126.2 million of cash, $8 million of assumed
liabilities, and a contribution of common equity in an affiliate
designated by Wanxiang to acquire the assets of Fisker Automotive.
Wanxiang's successful bid remains subject to Bankruptcy Court
approval.

"We conducted a highly spirited auction resulting in an increase
in value of approximately $90 million as compared to the opening
bid of the auction," said Marc Beilinson, Fisker Automotive's
Chief Restructuring Officer.  "This is a great result for all
Fisker stakeholders, including Hybrid Tech Holdings, LLC, and
Fisker's general unsecured creditors.  We would also like to thank
Wanxiang and Hybrid for their active participation in Fisker's
auction process."

Wanxiang's successful bid will be presented for approval by the
United States Bankruptcy Court for the District of Delaware in
Wilmington on Tuesday, February 18, 2014.  The transaction is
expected to close promptly thereafter.

Fisker is advised by Kirkland & Ellis LLP and Pachulski Stang
Ziehl & Jones LLP as counsel, Evercore as investment banker, and
Beilinson Advisory Group as restructuring advisor.

Wanxiang is advised by Sidley Austin LLP and Young Conaway
Stargatt & Taylor LLP as counsel and M6 Business Advisors LLC as
restructuring advisor.

                      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 now has 21 employees.

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 November 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.

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.


GOODYEAR TIRE: Moody's Alters Outlook to Pos. & Affirms Ba3 CFR
---------------------------------------------------------------
Moody's Investors Service affirmed the ratings of The Goodyear
Tire & Rubber Company, Corporate Family Rating at Ba3 and
Probability of Default Rating at Ba3-PD, and revised the company's
rating outlook to positive from negative. The Speculative Grade
Liquidity Rating was affirmed at SGL-2.

Rating raised:

Rating Outlook to Positive from Negative

Ratings affirmed:

The Goodyear Tire & Rubber Company

Corporate Family Rating, Ba3;

Probability of Default Rating, Ba3-PD;

$900 million senior unsecured notes due 2021, B1 (LGD-4, 68%);

8.75% senior unsecured guaranteed notes due 2020, B1 (LGD-4,
68%);

8.25% senior unsecured guaranteed notes due 2020, B1 (LGD-4,
68%);

7.0% senior unsecured guaranteed notes due 2022, B1 (LGD-4,
68%);

7.0% senior unsecured unguaranteed notes due 2028, B2 (LGD-6,
96%);

$1.2 billion second lien term loan due 2019, Ba1 (LGD-2, 21%)

SGL-2, Speculative Grade Liquidity Rating;

Goodyear Dunlop Tires Europe B.V.:

EUR400 million of first lien revolving credit facilities due
April 2016, Baa3 (LGD-1, 7%);

EUR250 million of senior unsecured notes due April 2019, Ba2
(LGD-2, 29%).

Ratings Rationale

The revision of Goodyear's rating outlook to positive incorporates
the transformative impact of the $1.15 billion cash contribution
to the company's pension plan which reduces pro forma leverage to
about 3.9x (inclusive of Moody's standard adjustments) for the
year-end December 31, 2013 from about 5.3x for the LTM period
ending September 30, 2013. This action, along with Goodyear's
ongoing progress with improving profit margins through improving
product pricing and mix, is a step change toward the company's
stated goal of achieving a (debt+pension)/(EBITDA+pension expense)
leverage (excluding Moody's standard adjustments) of 2.5x by 2016.

Goodyear's pension contribution was made from existing cash
balances and Moody's believes that the use of existing liquidity
to fund the pensions demonstrates the company's confidence in the
free cash flow generation of the business. The pension funding is
the latest in a series of actions to de-risk the company's U.S.
unfunded pension obligations. The completion of the pension
contribution enables Goodyear, under the terms of the existing
labor contract, to freeze the remaining United Steel Worker
pension plans, which will help contain pension costs in the
future. The positive outlook reflects Moody's belief that this and
the ongoing actions to improve product pricing and mix
significantly increases the likelihood of Goodyear achieving debt
reduction goals of $1.4 - $1.7 billion under its previously stated
cumulative 2014-2016 capital allocation plan.

Goodyear's Ba3 Corporate Family Rating reflects the company's
strong position as a leading manufacturer of automotive tires and
improving EBITA margins which better position the company's
metrics in the Ba rating range. On a pro forma basis for the
pension contribution, Goodyear's EBITA margin and EBITA/interest
are estimated at 7.7% and 2.6x, respectively. While Goodyear is
expected to continue to implement improving product pricing and
mix strategies, and restructuring actions to improve
profitability, Moody's believes there are potential headwinds from
raw material cost pressures. Goodyear is also expected to
encounter weak replacement tire growth trends due to only
moderately recovering global economies.

Goodyear's SGL-2 Speculative Grade Liquidity continues to reflect
the company's strong cash balances and revolving credit
availability. Goodyear's global cash on hand at December 31, 2013
was approximately $3.0 billion which includes about $500 million
of cash located in regions where access could be constrained. Pro
forma for the pension plan contribution, cash balances would be
about $1.8 billion. As of December 31, 2013, Goodyear had $1.5
billion of borrowing base availability after $375 million of
outstanding letters of credit under the U.S. $2.0 billion ABL
revolving credit facility which matures in 2017. Goodyear's Euro
400 million revolving credit facility was undrawn as of December
31, 2013 with Euro 3 million of letters of credit outstanding and
the Pan European accounts receivable securitization facility had
Euro 179 million of availability. Goodyear is expected to be cash
flow positive over the near-term as profit margins improve. There
is a coverage ratio covenant test under the $2.0 billion revolver
which comes into effect only when availability under the revolver,
plus cash balances of the parent and guarantor subsidiaries under
the facility, goes below $200 million, which is unlikely to be
activated in the near-term. Goodyear has the capacity under the
indentures for its unsecured obligations to pledge additional
assets (subject to the terms, limitations and exclusions provided
in the respective indentures). Should the permissible liens exceed
the prescribed amount, Goodyear would be required to ratably
secure the unsecured notes and bonds issued under the indentures.

A positive rating change could result from continued de-leveraging
of Goodyear's balance sheet, or if industry conditions evolve to
permit the company to sustain better margins through sustained
product pricing and/or lesser exposure to volatile commodity
costs. A higher rating or outlook could result from EBITA/interest
being sustained at or above 3.0x, and debt/EBITDA at or below 3.0x
while maintaining a good liquidity profile.

A lower rating outlook or rating could result if Goodyear is
unable to offset pressures from weak volume trends, competitive
pressures, and increasing raw material costs through the
combination of improved product mix, pricing, or restructuring
actions. Developments that suggest that the EBITA margin will
revert toward 5% for a protracted period, the inability to
generate positive free cash flow, or debt/EBITDA above 4x could
put downward pressure on the rating. Ratings pressure could also
arise from a meaningful decrease in the liquidity profile.

The principal methodology used in this rating was the Global
Automotive Supplier Industry published in May 2013. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

The Goodyear Tire & Rubber Company, based in Akron, OH, is one of
the world's largest tire companies with 52 manufacturing
facilities in 22 countries around the world. Revenues in 2013 were
approximately $19.5 billion.


GREEN EARTH: Techtronic Stake at 17.2% as of Dec. 31
----------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Techtronic Industries Co. Ltd. disclosed that
as of Dec. 31, 2013, it beneficially owned 27,665,667 shares of
common stock of Green Earth Technologies, Inc., representing 17.2
percent of the shares outstanding.  A copy of the regulatory
filing is available for free at http://is.gd/IrvGee

                   About Green Earth Technologies

White Plains, N.Y.-based Green Earth Technologies, Inc. (OTC QB:
GETG) -- http://www.getg.com/-- markets, sells and distributes
bio-degradable performance and cleaning products.  The Company's
product line crosses multiple industries including the automotive
aftermarket, marine and outdoor power equipment markets.

Green Earth reported a net loss of $6.59 million on $8.03 million
of net sales for the year ended June 30, 2013, as compared with a
net loss of $11.26 million on $7.38 million of net sales during
the prior year.  The Company's balance sheet at Sept. 30, 2013,
showed $8.71 million in total assets, $23.58 million in total
liabilities and a $14.86 million total stockholders' deficit.

Friedman LLP, in East Hanover, New Jersey, issued a "going
concern" qualification on the consolidated financial statements
for the year ended June 30, 2013.  The independent auditors noted
that the Company's losses, negative cash flows from operations,
working capital deficit, related party note currently in default
and its ability to pay its outstanding liabilities through fiscal
2014 raise substantial doubt about its ability to continue as a
going concern.


GRIFFON CORP: Upsized Senior Notes No Impact on Moody's 'B1' CFR
----------------------------------------------------------------
Moody's said Griffon Corporation's B1 Corporate Family Rating
(CFR) and B1-PD Probability of Default Rating (PDR) are not
impacted by the $50 million upsizing of the company's new senior
unsecured notes to $600 million from $550 million. Also, the B1
rating on the notes remains unchanged as does the Ba1 rating on
the company's existing $225 million senior secured revolving
credit facility (except for an LGD point estimate change to LGD1,
9% from LGD2, 10%). The company's SGL-2 liquidity rating remains
unchanged as does the outlook at stable.

Ratings Rationale

Griffon's B1 Corporate Family Rating reflects its high leverage,
mid-single digit operating margins and relatively modest revenue
size within each of its operating segments. Moody's expects
moderate revenue growth during the next 12 -- 18 months along with
margin improvement stemming from cost saving initiatives. The
Telephonics business, which specializes in radar and other
surveillance equipment mostly for US Government military
application, continues to face some uncertainty with respect to
government defense spending, but the healthy backlog eases near-
term concerns. The Home & Building Product segment is expected to
continue to benefit from improvement in the US housing market. In
addition, while snow shovel sales have been very strong, Moody's
expects more normalized weather conditions to temper growth in the
Ames segment over time, but more moderate weather may benefit the
segment's other product lines. Also, Moody's views the company's
leading market position in many of its product segments favorably
and Moody's expect the company to maintain good liquidity over the
next year.

The principal methodology used in this rating was the Global
Consumer Durables 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.


GRINALLDAY P.C.: Case Summary & 15 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: GrinAllDay, P.C.
        18111 Preston Road, Suite 100
        Dallas, TX 75252

Case No.: 14-40320

Chapter 11 Petition Date: February 13, 2014

Court: United States Bankruptcy Court
       Eastern District of Texas (Sherman)

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  ATTORNEY AT LAW & MEDIATOR
                  8140 Walnut Hill Lane, Suite 301
                  Dallas, TX 75231
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034
                  Email: courts@joycelindauer.com

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

Estimated Liabilities: $1 million to $10 million

The petition was signed by Chad Fendley, DDS, president.

A list of the Debtor's 15 largest unsecured creditors is available
for free at http://bankrupt.com/misc/txeb14-40320.pdf


HYLAND SOFTWARE: Moody's Says Add-on Loan No Impact on B2 CFR
-------------------------------------------------------------
Moody's Investors Service said Hyland Software, Inc.'s $40 million
upsize of its previously proposed $435 million of first lien term
loan does not affect the company's B2 Corporate Family Rating
(CFR), the B2 rating for its new first lien credit facility and
its stable ratings outlook. The company will increase the proposed
dividend to its shareholders by $40 million to about $135 million.

Headquartered in Westlake, OH, Hyland Software, Inc. provides
Enterprise Content Management software solutions to enterprise
customers. Private equity firm Thoma Bravo owns a majority equity
interest in the company.


HYNDMAN AREA: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Hyndman Area Health Center, Inc.
          dba Hyndman Area Health Services
        P. O. Box 706
        Hyndman, PA 15545

Case No.: 14-70080

Chapter 11 Petition Date: February 14, 2014

Court: U.S. Bankruptcy Court
       Western District of Pennsylvania (Johnstown)

Judge: Hon. Jeffery A. Deller

Debtor's Counsel: Kevin J. Petak, Esq.
                  SPENCE CUSTER SAYLOR WOLFE & ROSE, LLC
                  P.O. Box 280
                  Johnstown, PA 15907-0280
                  Tel: 814-536-0735
                  Fax: 814-539-1423
                  Email: kpetak@spencecuster.com

                     - and -

                  James R. Walsh, Esq.
                  SPENCE CUSTER SAYLOR WOLFE & ROSE, LLC
                  400 U.S. Bank Building
                  P.O. Box 280
                  Johnstown, PA 15907
                  Tel: 814-536-0735
                  Fax: 814-539-1423
                  Email: jwalsh@spencecuster.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by John Sniezek, executive director.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/pawb14-70080.pdf


IAMGOLD CORP: S&P Revises Outlook to Neg. & Affirms 'BB-' CCR
-------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Toronto-based IAMGOLD Corp. to negative from stable.  At the same
time, Standard & Poor's affirmed its ratings on the company,
including its 'BB-' long-term corporate credit rating on IAMGOLD.

"Our revised outlook on IAMGOLD follows the substantial gold price
decline in the past several quarters and heightened potential for
the company's adjusted debt-to-EBITDA leverage ratio to exceed our
2.5x threshold, which we view as supportive of the current
rating," said Standard & Poor's credit analyst George Economou.

"We believe that the company's fairly narrow asset base and higher
cost structure relative to its rated peer group leave IAMGOLD's
output visibility and profitability more susceptible to a
continued decline in its gold margin (realized gold price less
cash costs).  Moreover, foundering gold prices could lead to a
potential acceleration in free cash burn and erode the company's
financial flexibility, although this might be somewhat tempered by
further savings found in the company's cost reduction program,"
S&P said.

Standard & Poor's view of IAMGOLD's business risk profile as
"weak" is largely based on the company's limited operating
diversity, fairly short reserve lives, and close to industry
average cash production costs.  S&P expects the company's
operating diversity to improve as its Westwood project in Quebec
ramps up production in the second half of this year.  However,
this assumes no meaningful delays in ramping up mining operations
at Westwood and no cost escalations at its Burkina Faso-based
Essakane and Suriname-based Rosebel mines, which are both
increasingly mining harder rock material.  IAMGOLD's Quebec-based
Niobec mine should remain supportive of the overall business risk
profile given its location in a stable mining jurisdiction and
fairly steady earnings generation.  Unlike many other metals,
niobium has not experienced severe fluctuations in the past decade
as a result of Companhia Brasileira de Metalurgica e Mineracao
Ltda -- with its 80% market share -- employing supply management
strategies to support prices in the face of variable demand.

The negative outlook on IAMGOLD reflects S&P's view that weak gold
prices should continue to pressure the company's profitability,
leading to a much higher likelihood that its adjusted debt-to-
EBITDA leverage ratio could increase above our 2.5x threshold for
the current ratings.

S&P could lower its ratings on IAMGOLD if gold prices were to
decline modestly from its base case assumptions resulting in the
company's forecasted adjusted debt-to-EBITDA leverage to exceed 3x
and its funds from operations (FFO) to debt to decline below 30%
through next year.

S&P could revise the outlook back to stable if the company's
adjusted debt-to-EBITDA leverage ratio were to be maintained
comfortably below 3x and FFO to debt solidly above 30% due to a
combination of stronger gold prices in the next several quarters
and better-than-expected operations from its mines.


IBAHN CORPORATION: Plan Exclusivity Period Extended Until April 4
-----------------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware extended the exclusive periods of iBahn Corp.
and its debtor affiliates to:

  a) file a Chapter 11 plan through and including April 4, 2014,
     and

  b) solicit acceptances of that plan until June 3, 2014.

As reported in the Troubled Company Reporter on Jan. 10, 2014, the
Debtors said they are still performing marketing efforts targeted
to both strategic and financial investors.  The Debtors said they
need the additional time to file a plan in order to continue their
marketing process.

Since Oct. 25, 2013, Houlihan Lokey Capital Inc., the Debtors'
investment banker and financial advisor, has worked with the
Debtors to market the business to new investors.  As part of this
process, Houlihan Lokey has commenced a broad marketing effort
targeted to both strategic and financial advisors.  Marketing
materials have been prepared and are being distributed to
interested parties who have entered into satisfactory
confidentially agreements with the Debtors.  As part of the
process, the Debtors expect to select one of the interested
parties with whom an agreement can be reached.

                          About iBahn Corp.

Salt Lake City, Utah-based IBahn Corp., a provider of Internet
services to hotels, sought bankruptcy protection (Bankr. D. Del.
Case No. 13-12285), citing a loss of contracts with largest
customer Marriott International Inc. and patent litigation costs.
IBahn Chief Financial Officer Ryan Jonson said the company had
assets of $13.6 million and it listed liabilities of as much as
$50 million in the Chapter 11 filing on Sept. 6, 2013.  The
petitions were signed by Ryan Jonson as chief financial officer.
Judge Peter J. Walsh presides over the case.

Pachulski Stang, Ziehl Young & Jones, LLP, serves as the Debtors'
counsel.  The Debtors' claims and noticing agent is Epiq
Bankruptcy Solutions.


IDERA PHARMACEUTICALS: Pillar Converts Series D. Pref. Shares
-------------------------------------------------------------
Idera Pharmaceuticals, Inc., notified Pillar Pharmaceuticals I,
L.P., the holder of all 1,124,260 shares of the Company's
authorized, issued and outstanding Series D convertible preferred
stock, of its intention to redeem the Series D preferred stock on
Feb. 10, 2014, in accordance with the terms of the Company's
Certificate of Designations, Preferences and Rights of Series D
Preferred Stock.

Following this notice, Pillar had the right to convert its Series
D preferred stock into shares of the Company's common stock at any
time prior to the close of business on Feb. 9, 2014.  On Feb. 6,
2014, Pillar converted those shares into 6,266,175 shares of the
Company's common stock in accordance with the terms of the
Certificate of Designations.  No shares of the Company's Series D
preferred stock remain outstanding.

                    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.


INTERNATIONAL LEASE: Moody's Rates Delos Finance SARL Loan 'Ba2'
----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to the $1.0
billion seven-year secured term loan being issued by Delos Finance
S.a.r.l. (Delos), an indirect subsidiary of International Lease
Finance Corporation (ILFC). ILFC's other ratings, including its
Ba3 corporate family and senior unsecured ratings, are not
affected by the transaction. The outlook for ILFC's ratings
remains negative.

Ratings Rationale

The new secured loan will be guaranteed on a senior unsecured
basis by ILFC and on a senior secured basis by Delos' immediate
parent and grandparent, both ILFC special purpose subsidiary
holding companies, and by two affiliates which are also
subsidiaries of Delos' immediate parent. The two affiliate
guarantors are holding companies that own a number of special
purpose entities (SPEs) that each own aircraft, associated
equipment and leases that meet certain eligibility requirements
under the loan documents. ILFC will use the proceeds for general
corporate purposes and fees and expenses associated with the new
financing.

The Ba2 rating assigned to the loan is one notch above ILFC's Ba3
corporate family rating, based upon loan terms that meaningfully
lower secured creditors' risk of loss compared to holders of
ILFC's unsecured obligations. Loan security will be comprised of a
perfected first priority lien in the stock or equity interest of
Delos' parent, the two affiliate guarantors, and the SPEs that own
the aircraft and related assets. Delos will be required to
quarterly certify its compliance with a 70% maximum loan-to-value
(LTV) covenant, based upon base value appraisals of the aircraft
owned by the SPEs updated semi-annually. Delos will be able to
cure LTV covenant deficiencies, should any arise, through loan
repayments and collateral substitution. Terms also include a
restriction on liens on aircraft owned by the SPEs and a
restriction on additional indebtedness, besides permitted
subordinated debt.

Because the loan terms do not include a direct pledge of aircraft,
Moody's believes that in the event of an ILFC bankruptcy, there
would be some risk of substantive consolidation of Delos and its
affiliate guarantors that, were it to occur, could diminish
lenders' ability to realize value from their security interests.

The loan agreement will specify that SPE aircraft include a
minimum percentage of preferred types with limits relating to the
percentage that are wide-body, freighter, or a particular model.
There are also concentration limits relating to lessee and country
of operation. Furthermore, the aircraft pool is subject to an
average age restriction. Delos does not directly have access to
alternate unencumbered aircraft for substitution to maintain the
required collateral pool characteristics, but must rely upon ILFC
to ensure performance, based upon ILFC's guarantee.

ILFC's Ba3 corporate family rating reflects its leading global
franchise positioning; geographic, aircraft, and customer
diversification; and resilient operating cash flow. ILFC's ratings
are constrained by challenges relating to sustaining lease margin
improvements, lower demand for certain older aircraft that has led
to several significant lease impairment charges, achieving
attractive returns on equity, and pending ownership transition to
Netherlands-based aircraft leasing company AerCap Holdings N.V.
(unrated). The negative rating outlook reflects the merger
integration risks and higher leverage associated with ILFC's
acquisition by AerCap.

Moody's could upgrade ILFC's ratings if its integration with
AerCap progresses favorably, the combined entity is able to
capitalize on new revenue and cost saving opportunities that
improve performance and lead to lower leverage, and the firm
maintains a strong liquidity position. Ratings could downgraded if
ILFC's operating prospects weaken, the company loses key
personnel, or if leverage of the post-acquisition combined entity
fails to decline.

International Lease Finance Corporation, headquartered in Los
Angeles, California, is a major owner-lessor of commercial
aircraft.

The principal methodology used in this rating was Finance Company
Global Rating Methodology published in March 2012.


J.C. PENNEY: Several Investors Unload Stakes
--------------------------------------------
Ben Fox Rubin, writing for The Wall Street Journal, said that a
handful of large shareholders at J.C. Penney Co. reported exiting
their stakes in the struggling department store operator this
week, moves that come as the stock has plummeted since the start
of the year.

According to several regulatory filings disclosed last week, Dodge
& Cox, Hotchkis and Wiley Capital Management LLC and Hayman
Capital Management L.P. unloaded their stakes in the company, the
report related.  Previous filings made with the Securities and
Exchange Commission show Dodge had owned 9.2% of Penney, Hotchkis
had 6.33% and Hayman owned 5.2%.

Meanwhile, Evercore Trust Co. disclosed trimming its Penney stake
to 4.12% from 5.34% last year, the report further related.
BlackRock Inc., though, raised its holding to 8% from 6.65% last
year.

According to the Journal, Penney declined to comment on the stock
sales, saying it doesn't comment on market activity.

The ownership changes follow last year's high-profile exits of
Pershing Square Capital Management LP and Vornado Realty Trust,
which both had significant holdings in the company, the report
said.

                         About J.C. Penney

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

                           *     *     *

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


JAMESPORT DEVELOPMENT: Files Schedules of Assets and Liabilities
----------------------------------------------------------------
Jamesport Development LLC filed with the Bankruptcy Court for the
United States District of New York its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property                $10.98
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $3,292,667
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $5,997,948
                                 -----------      -----------
        TOTAL                        $10.98        $9,290,615

                     About Jamesport Development

Calverton, New York-based Jamesport Development LLC filed a
Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 14-70202)
on Jan. 21, 2014, in Central Islip, New York.  The Debtor
estimated $10 million to $50 million in assets and $1 million to
$10 million in liabilities.  The Debtor's Chapter 11 plan and
disclosure statement are due May 21, 2014.

The Debtor is represented by Salvatore LaMonica, Esq., at LaMonica
Herbst and Maniscalco, in Wantagh, New York.  The Hon. Robert E.
Grossman oversees the case.


JEH COMPANY: Hearing on Stallion Case Dismissal Set for March 26
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
set for March 26, 2014, at 1:30 p.m., the hearing to consider the
dismissal of JEH Stallion Station Inc.'s bankruptcy case.

As reported by the Troubled Company Reporter on Jan. 27, 2014,
Stallion Station filed a motion to dismiss its Chapter 11 case.
The case was filed primarily to prevent foreclosure of equipment
by Frost Bank.  The need for a bankruptcy protection of those
assets no longer exists, according to Stallion Station's court
filings.

The Debtors are in the process of seeking approval of a
liquidation plan.  Stallion believes the dismissal of its case is
in the best interest of its creditors, by limiting administrative
expense related to that liquidation.

On Jan. 29, 2014, Frost Bank filed an objection to Stallion
Station's case dismissal motion, saying that the motion and the
Plan are irreconcilable, and that dismissing the case is not in
the best interest of creditors.

In its motion to dismiss, Stallion Station admits to transferring
its assets to Equine Reproductive Services in December 2012.
Frost Bank said in its Jan. 29, 2014 court filing that it never
knew of the transfer, has never received payments from Equine and
never agreed to release Stallion Station from its liabilities.

"A purported, previously unknown transfer of assets is not
legitimate cause for dismissal of a voluntary case.  Instead, the
transfer creates a potential asset of the bankruptcy estate in the
form of a Chapter 5 claim.  Stallion's claim that dismissing its
case will save administrative expenses is marginal at best.  The
Stallion December MOR reports $325 in administrative expenses.
Accordingly, Stallion's debts should be paid in an orderly manner
pursuant to Chapter 11 plans that address all of the Frost
obligations," Frost Bank stated.

Frost Bank is represented by:

         QUILLING, SELANDER, LOWNDS, WINSLETT & MOSER P.C.
         Linda S. LaRue, Esq.
         Michael J. Quilling, Esq.
         2001 Bryan Street, Suite 1800
         Dallas, Texas 75201
         Tel: (214)871-2100
              (214)871-2111 (Telecopy)

                         About JEH Company

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

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

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

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

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


JEH COMPANY: Withdraws Motion to Sell Equipment Pledged to Mack
---------------------------------------------------------------
JEH Company, JEH Stallion Station, Inc. and JEH Leasing Company,
Inc., withdrew their motion for court order authorizing the sale
of Equipment Pledged to Mack Financial, Frost Bank, Ally and Ford
Motor Credit.

In a filing dated Nov. 7, 2013, with the U.S. Bankruptcy Court for
the Northern District of Texas, the Debtor, as part of the process
of addressing the equipment liens with secured creditors, sought
and received bids from numerous parties to liquidate certain
assets with the intent to pay all or part of the debt to certain
secured creditors including Mack Financial, Ford Motor Credit,
Frost Bank, and Ally Financial.

The Debtor had sought authority to sell:

      (i) 2010 Viking Low Boy Trailer, VIN number 62828, pledged
          to Mack Financial;

     (ii) 2010 Ford Focus, VIN number 148885, pledged to Frost
          Bank;

    (iii) 2010 Ford Focus, VIN number 148677, pledged to Frost
          Bank;

     (iv) 2011 Chevy HHR, VIN number 564514, pledged to Ally
          Financial;

      (v) 2009 Chevy Silverado, VIN number 114288, pledged to Ally
          Financial;

     (vi) 2010 Ford F250 PU, VIN number 11374, pledged to Ford
          Motor Credit;

    (vii) 2010 Ramp/Platform; and

   (viii) 2008 Ramp/Platform.

                         About JEH Company

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

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

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

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

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


KHATTAK PROPERTIES: Case Summary & 4 Unsecured Creditors
--------------------------------------------------------
Debtor: Khattak Properties, LLC
        Attn: Ghaffar Khattak, Manager
        2349 West Devon Avenue, Suite 308
        Chicago, IL 60659

Case No.: 14-04462

Chapter 11 Petition Date: February 13, 2014

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

Judge: Hon. Timothy A. Barnes

Debtor's Counsel: Phillip W. Nelson, Esq.
                  EDWARDS WILDMAN PALMER LLP
                  225 West Wacker Drive
                  Chicago, IL 60606
                  Tel: 312-201-2575
                  Fax: 855-587-1388
                  Email: pnelson@edwardswildman.com

                    - and -

                  David J. Fischer, Esq.
                  EDWARDS WILDMAN PALMER LLP
                  225 W. Wacker Drive
                  Chicago, IL 60606
                  Email: dfischer@edwardswildman.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Ghaffar Khattak, manager.

A list of the Debtor's four largest unsecured creditors is
available for free at http://bankrupt.com/misc/ilnb14-4462.pdf


KID BRANDS: Gets NYSE Continued Listing Non-Compliance Notice
-------------------------------------------------------------
Kid Brands, Inc. disclosed that on February 13, 2014, it received
formal notification from the New York Stock Exchange that the
Company is not in compliance with the NYSE's continued listing
standard contained in Rule 802.01C of the NYSE Listed Company
Manual because the average closing price of the Company's common
stock as reported on the consolidated tape was less than $1.00
over a consecutive 30 trading-day period.

In accordance with NYSE rules, which the Company intends to comply
with, the Company needs to notify the NYSE within 10 business days
of the receipt of the NYSE's formal notification of its intent to
cure this deficiency.  The Company can regain compliance at any
time during a six-month cure period if, on the last trading day of
any calendar month during the cure period, the Company's common
stock has a closing share price of at least $1.00 and an average
closing share price of at least $1.00 over the 30 trading-day
period ending on the last trading day of that month.  The rules
call for the NYSE to commence suspension and delisting procedures
if both a $1.00 closing share price on the last trading day of the
cure period and a $1.00 average closing share price over the 30
trading-day period ending on the last trading day of the cure
period are not attained.

The Company intends to actively monitor the closing price of its
common stock and to consider available options to resolve the
deficiency within the requisite time period.  Even if the Company
is able to regain compliance with the Minimum Price Requirement,
the Company may not be able to maintain compliance with the NYSE's
other continued listing standards.

The Company's common stock continues to trade on the NYSE.

                      Kid Brands, Inc.

Kid Brands, Inc. and its subsidiaries -- http://kidbrands.com--
engages in the design, development and distribution of infant and
juvenile branded products.  Its design-led products are primarily
distributed through mass market, baby super stores, specialty,
food, drug, independent and ecommerce retailers worldwide.

The Company's current operating subsidiaries consist of: Kids
Line, LLC; LaJobi, Inc.; Sassy, Inc.; and CoCaLo, Inc.  Through
these wholly-owned subsidiaries, the Company designs, manufactures
(through third parties) and markets branded infant and juvenile
products in a number of complementary categories including, among
others: infant bedding and related nursery accessories and decor
and nursery appliances (Kids Line(R) and CoCaLo(R)); nursery
furniture and related products (LaJobi(R)); and developmental toys
and feeding, bath and baby care items with features that address
the various stages of an infant's early years, including the
Kokopax(R) line of baby gear products (Sassy(R)).  In addition to
the Company's branded products, the Company also markets certain
categories of products under various licenses, including
Carter's(R), Disney(R), Graco(R) and Serta(R).


LIFE CARE ST. JOHNS: Disclosures OK'd; Plan Hearing on Feb. 21
--------------------------------------------------------------
Judge Jerry A. Funk approved the adequacy of the Disclosure
Statement proposed by Life Care St. Johns, Inc., dba Glenmoor, for
its Chapter 11 Plan of Reorganization.

A hearing will be held on Feb. 21, 2014, at 10:00 a.m. to consider
confirmation of the Plan in Jacksonville, Florida.

The deadline by which eligible creditors may vote was last
Feb. 14, 2014.

Globic Advisors, Inc. is authorized to serve as the Debtor's
solicitation and noticing agent with respect to the Debtor's
Series 2006 Bonds.  American Legal Claims Services is authorized
to serve as the Debtor's solicitation and noticing agent with
respect to all other creditors and parties-in-interest.

As reported in the Dec. 6, 2013 edition of The Troubled Company
Reporter, the Disclosure Statement reveals that the Plan
provides for a "sponsor contribution".  On the effective date of
the Plan, Life Care's LCPS Management, Inc., the manager, will
transfer to Glenmoor 11.01 acres of unimproved real property
adjacent to the Glenmoor facility.  In addition, LCPS will
subordinate any claim it is owed by the Debtor to payment of the
Series 2014A Bonds, the Series 2014B Bonds, and notes to holders
of refund claims.

The Debtor said the Plan was negotiated with the statutory
committee of unsecured creditors and majority of the bondholders.

The Plan will be funded primarily from the continued operations of
the Debtor and the release of entrance fees currently held in
escrow with TD Bank and the Florida Office of Insurance Regulation
("OIR").  Post-confirmation, the Debtor will continue to be
managed by LCPS Management.

The Plan contemplates, among other things, an exchange of the
outstanding obligations under secured Series 2006 Bonds
aggregating $57.1 million with new bonds that mature in 2048.  The
Plan also contemplates the resolution of the past-due entrance fee
refunds in the amount of $7.8 million.

                  About Life Care St. Johns

Life Care St. Johns, Inc., filed a Chapter 11 petition (Bankr.
M.D. Fla. Case No. 13-04158) on July 3, 2013.  The Debtor is the
owner and operator of a continuing care retirement community known
as Glenmoor consisting of 144 independent living units located on
a 40-acre site in St. Johns County, Florida.

Judge Jerry A. Funk presides over the case.  Richard R. Thames,
Esq., and Eric N. McKay, Esq., at Stutsman Thames & Markey, P.A.,
serves as the Debtor's counsel.  Gregory West and Judson Freeman,
Jr.   American Legal Claim Services, LLC, serves as claims and
noticing agent.  The Debtor hired Navigant Capital Advisors, LLC,
as financial advisors.  Following Neil F. Luria's transfer to
SOLIC Capital Advisors LLC, the Debtor replaced Navigant with
SOLIC.

The Committee of Creditors Holding Unsecured Claims appointed in
the bankruptcy case of Life Care St. Johns, Inc., is represented
by Akerman Senterfitt's David E. Otero, Esq., and Christian P.
George, Esq., in Jacksonville, Florida.

Bruce Jones signed the petition as CEO.  The Debtor estimated
assets of at least $10 million and debts of at least $50 million.


LIFE CARE ST. JOHNS: Can Employ Globic as Solicitation Agent
------------------------------------------------------------
Life Care St. Johns, Inc., dba Glenmoor, sought and obtained
authorization from the U.S. Bankruptcy Court for the Middle
District of Florida to employ Globic Advisors, Inc. as
solicitation and tabulation agent with respect to the Debtor's
bondholder creditor constituency.

The firm will, among other things, provide these services:

   (a) research and identify the maximum number of holders holding
       the applicable bonds, including holders who hold their
       security in "Street Name."  These findings will be
       organized in a mutually agreed report.  The report will
       also provide the client with data regarding the disposition
       of the outstanding bonds;

   (b) provide assistance in developing the mechanical aspects of
       the solicitation strategy; and

   (c) provide assistance in the crafting of language to be used
       in communicating the solicitation to bondholders, working
       closely with the Debtor and the working group and focusing
       on the mechanical aspects of the documents, which will
       include the drafting of ancillary documents including a
       cover letter specific to a retail population and ballots,
       master and beneficial holder.

Globic Advisors will charge a flat fee of $13,000.

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

Robert A. Stevens, president of Globic Advisors, 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 Life Care St. Johns

Life Care St. Johns, Inc., filed a Chapter 11 petition (Bankr.
M.D. Fla. Case No. 13-04158) on July 3, 2013.  The Debtor is the
owner and operator of a continuing care retirement community known
as Glenmoor consisting of 144 independent living units located on
a 40-acre site in St. Johns County, Florida.

Judge Jerry A. Funk presides over the case.  Richard R. Thames,
Esq., and Eric N. McKay, Esq., at Stutsman Thames & Markey, P.A.,
serves as the Debtor's counsel.  American Legal Claim Services,
LLC, serves as claims and noticing agent.  The Debtor hired
Navigant Capital Advisors, LLC, as financial advisors.  Following
Neil F. Luria's transfer to SOLIC Capital Advisors LLC, the Debtor
replaced Navigant with SOLIC.

The Committee of Creditors Holding Unsecured Claims appointed in
the bankruptcy case of Life Care St. Johns, Inc., is represented
by Akerman Senterfitt's David E. Otero, Esq., and Christian P.
George, Esq., in Jacksonville, Florida.

Bruce Jones signed the petition as CEO.  The Debtor estimated
assets of at least $10 million and debts of at least $50 million.


LIFE CARE ST. JOHNS: March 6 Hearing on Patient Care Ombudsman
--------------------------------------------------------------
The hearing on the motion to appoint a Patient Care Ombudsman in
the Chapter 11 case of Life Care St. Johns, Inc., is set for
March 6, 2014 at 1:30 p.m. in 300 North Hogan Street, 4th Floor -
Courtroom 4D, Jacksonville, FL 32202.

Life Care St. Johns, Inc., filed a Chapter 11 petition (Bankr.
M.D. Fla. Case No. 13-04158) on July 3, 2013.  The Debtor is the
owner and operator of a continuing care retirement community known
as Glenmoor consisting of 144 independent living units located on
a 40-acre site in St. Johns County, Florida.

Judge Jerry A. Funk presides over the case.  Richard R. Thames,
Esq., and Eric N. McKay, Esq., at Stutsman Thames & Markey, P.A.,
serves as the Debtor's counsel.  American Legal Claim Services,
LLC, serves as claims and noticing agent.  The Debtor hired
Navigant Capital Advisors, LLC, as financial advisors.  Following
Neil F. Luria's transfer to SOLIC Capital Advisors LLC, the Debtor
replaced Navigant with SOLIC.

The Committee of Creditors Holding Unsecured Claims appointed in
the bankruptcy case of Life Care St. Johns, Inc., is represented
by Akerman Senterfitt's David E. Otero, Esq., and Christian P.
George, Esq., in Jacksonville, Florida.

Bruce Jones signed the petition as CEO.  The Debtor estimated
assets of at least $10 million and debts of at least $50 million.


LIGHTSQUARED INC: Files New $2.65 Billion Reorganization Plan
-------------------------------------------------------------
Joseph Checkler, writing for The Wall Street Journal, reported
that wireless venture LightSquared has filed a new reorganization
plan that isn't contingent upon regulatory approval for its
network and doesn't include participation from Dish Network Corp.
or its chairman Charlie Ergen.

According to the report, in a filing with the U.S. Bankruptcy
Court in Manhattan on Feb. 14, LightSquared proposed a $2.65
billion restructuring backed by Fortress Investment Group that
unlike a previous Fortress-backed plan, doesn't hinge on the
Federal Communications Commission modifying LightSquared's
licenses.

The new plan, scaled down from a $4 billion Fortress-led
reorganization that LightSquared abandoned earlier, calls for a
$1.65 billion loan while the company is in bankruptcy proceedings
and then a fresh $1 billion loan to finance the company once it
exits Chapter 11, the report related.  The new plan requires less
funding because LightSquared would emerge from bankruptcy
proceedings much sooner than under the previous proposal.

Phil Falcone's Harbinger Capital Partners, which currently
controls LightSquared, would participate in the new financing and
retain an equity stake, the report further related.

In its filing, LightSquared said most of its lenders would be paid
back quickly, and only basic regulatory approvals would be
required, the Journal said.  Billy Cheung and Nick Brown, writing
for Reuters, pointed out that the Chapter 11 plan would
potentially subordinate the bankruptcy claim held by the company's
largest creditor, the entity run by DISH and Charles Ergen.
Ergen's investment vehicle would be paid out in the form of new
debt, rather than cash, like other lenders, the Reuters report
further pointed out.

                      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.


LILY GROUP: Court Approves BGR Capital as Investment Banker
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana
authorized Lily Group, Inc., to employ BGR Capital & Trade, LLC,
as its investment banking advisor.

As reported in the Troubled Company Reporter on Jan. 28, 2014,
the Debtor, in its motion, stated it believed that BGR and its
managing director Kenneth H. Griffin, have necessary expertise and
are well qualified to provide investment banking services.

The Debtor needs BGR to provide these services:

   1. contact prospective purchasers;

   2. present to the Debtor all prospective purchaser for
      consideration; and

   3. assist the Debtor in managing the negotiations of any
      letter of intent in anticipation of a binding sale and
      purchase agreement.

The Debtor proposed to pay BGR in this manner:

   1. if the sale closes to a purchaser other than the stalking
      horse bidder, then the success fee will be equal to (i)
      $150,000 plus four percent of any cash in excess of
      $10,000,000 realized by the company as a result of the
      closing of sale; and

   2. if a sale closes to the stalking horse bidder that realizes
      greater proceeds for the Company that that provided by the
      initial stalking horse bid, then the success fee will equal
      4% of any cash realized by the company in excess of that
      provided in the initial stalking horse bid.

The Debtor also related that BGR's prepetition relationship with
the Debtor and its parent, VHGU, is not an impediment to BGR's
retention as the Debtor's co-investment advisor.

According to the Debtor, BGR was retained in January 2013 as
exclusive investment banking advisor relative to the divestiture
of Indiana coal operations owned VHGI, the Debtor's parent and
sole shareholder.  Initially BGR was retained by an agent of VHGI,
Kingdom Resources LLC, to perform investment banking advisory
services for VHGI.  BGR's familiarity will assist BGR in
aggressively pursuing a sale of the Debtor's assets.

In June 2013, BGR moved to enter into a direct contractual
relationship with VHGI, without the involvement of Kingdom due of
the dispute between VHGI and Kingdom.

Mr. Griffin assured the Court that BGR has no adverse interest to
the estate.

                        About Lily Group Inc.

Lily Group Inc., the developer of an open-pit coal mine in Green
County, Indiana, filed a petition for Chapter 11 reorganization
(Bankr. S.D. Ind. Case No. 13-81073) on Sept. 23, 2013, in Terre
Haute, estimating assets and debt both exceeding $10 million.

The Debtor is represented by Courtney Elaine Chilcote, Esq., and
David R. Krebs, Esq., at Tucker, Hester, Baker & Krebs, LLC, in
Indianapolis, Indiana.

U.S. Trustee Nancy J. Gargula appointed four members to the
official committee of unsecured creditors in the Chapter 11 cases
of Lily Group Inc. Faegre Baker Daniels LLP represents the
Committee.


LPL HOLDINGS: Moody's Places Ba2 CFR on Review for Downgrade
------------------------------------------------------------
Moody's Investors Service placed LPL Holdings, Inc.'s Ba2
corporate family rating and senior secured bank credit facility
rating on review for downgrade. Moody's review follows the
company's recent announcements that it raised its share repurchase
capacity by $150 million to $218 million, from which capacity it
shortly plans to distribute $100 million to repurchase stock from
TPG, its private equity sponsor, and that it raised its quarterly
dividend by 26%.

Ratings Rationale

These recent actions demonstrate a continued trend of shareholder-
friendly distributions. The company incrementally increased its
existing term loans in May 2013 by about $236 million in order to
finance shareholder distributions. During the nine months ended
September 2013, $233 million was returned to shareholders ($184
million in stock repurchases and $49 million in dividends),
amounting to 170% of reported earnings ($137 million) during that
period. During 2012, $448 million was returned to shareholders
($199 million in stock repurchases and $249 million in dividends,
of which approximately $220 million was a special dividend
financed by tax benefits the company derived from its 2010 initial
public offering), representing 295% of reported earnings ($152
million) in that year. Overall, such actions have reversed LPL's
trend of cash flow deleveraging that had occurred after its
initial public offering in 2010.

The review will focus on assessing LPL's financial policies and
their implications for the firm's financial flexibility in light
of its continued demonstration of shareholder-friendly priorities.
The review will consider the extent to which such policies could
lead to a deterioration in the firm's debt leverage (3.6x EBITDA
for fiscal 2013), especially in light of the firm's low pre-tax
margins (in the 7%-8% range).

The last rating action on LPL was on May 7, 2013 when the Ba2
corporate family rating was affirmed, and a Ba2 rating was
assigned to its new term loan.

LPL reported net revenue of $4,141 million and net income of $182
million for the year ended December 31, 2013.

The principal methodology used in this rating was Global
Securities Industry Methodology published in May 2013.


MERRIMACK PHARMACEUTICALS: Jennison Holds 6.4% Equity Stake
-----------------------------------------------------------
Jennison Associates LLC disclosed in a Schedule 13G filed with the
U.S. Securities and Exchange Commission that as of Dec. 31, 2013,
it beneficially owned 6,536,656 shares of common stock of
Merrimack Pharmaceuticals, Inc., representing 6.4 percent of the
shares outstanding.  A copy of the regulatory filing is available
for free at http://is.gd/PYIpdF

                          About Merrimack

Cambridge, Mass.-based Merrimack Pharmaceuticals, Inc., a
biopharmaceutical company discovering, developing and preparing to
commercialize innovative medicines consisting of novel
therapeutics paired with companion diagnostics.  The Company's
initial focus is in the field of oncology.  The Company has five
programs in clinical development.  In it most advanced program,
the Company is conducting a pivotal Phase 3 clinical trial.

Merrimack Pharmaceuticals disclosed a net loss of $91.75 million
in 2012, following a net loss of $79.67 million in 2011.  The
Company incurred a $50.15 million net loss in 2010.

The Company's balance sheet at Sept. 30, 2013, showed $224.24
million in total assets, $240.87 million in total liabilities,
$374,000 in noncontrolling interest, and a $16.26 million total
stockholders' deficit.


METIER TRIBECA: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Metier Tribeca, LLC
           dba Le Metier de Beaute
        24 W 40th Street, 10th Floor
        New York, NY 10018-1055

Case No.: 14-10325

Chapter 11 Petition Date: February 14, 2014

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

Judge: Hon. Stuart M. Bernstein

Debtor's Counsel: Michael L. Moskowitz, Esq.
                  WELTMAN & MOSKOWITZ, LLP
                  270 Madison Avenue, Suite 1400
                  New York, NY 10016-0601
                  Tel: (212) 684-7800
                  Fax: (212)684-7995
                  Email: mlm@weltmosk.com

                       - and -

                  Richard E. Weltman, Esq.
                  WELTMAN & MOSKOWITZ, LLP
                  270 Madison Avenue, Suite 1400
                  New York, NY 10016
                  Tel: (212) 684-7800
                  Fax: (212) 684-7995
                  Email: rew@weltmosk.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Gerard Mastellon, manager.

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


MMRGLOBAL INC: Reports Unregistered Sales of Securities
-------------------------------------------------------
MMRGlobal, Inc., provided the U.S. Securities and Exchange
Commission a summary of transactions since its previous disclosure
on the Company's Form 10-Q filed with the SEC on Nov. 14, 2013,
involving sales of the Company's securities that were not
registered under the Securities Act of 1933, as amended.  Each
offer and sale was exempt from registration under either Section
4(2) of the Securities Act or Rule 506 under Regulation D of the
Securities Act because:

   (i) the securities were offered and sold only to accredited
       investors;

  (ii) there was no general solicitation or general advertising
       related to the offerings;

(iii) each investor was given the opportunity to ask questions
       and receive answers concerning the terms of and conditions
       of the offering and to obtain additional information;

(iv) the investors represented that they were acquiring the
      securities for their own account and for investment; and

  (v) the securities were issued with restrictive legends.

On Dec. 3, 2013, the Company granted an unrelated third-party,
641,026 shares of restricted common stock at a price of $0.039 per
share in consideration for a reduction in accounts payable of
$25,000.

On Dec. 13, 2013, the Company granted an unrelated third-party a
warrant to acquire 500,000 shares of its common stock in
consideration for services.  The warrant vests six months
following the completion of 62.5 hours of consulting at the rate
of $400.00 per hour and has an exercise price of $0.05 per share,
and an expiration date of Dec. 31, 2014.

On Dec. 16, 2013, the Company granted two different unrelated
third-parties, 1,500,000 shares of restricted common stock each at
a price of $0.05 per share in consideration for services in the
amount of $150,000.

On Dec. 19, 2013, the Company granted an unrelated third-party a
warrant to acquire 250,000 shares of its common stock in
consideration for services.  The warrant vests immediately and has
an exercise price of $0.05 per share, and an expiration date of
Dec. 19, 2014.

On Dec. 19, 2013, the Company granted an unrelated third-party a
warrant to acquire 750,000 shares of its common stock in
consideration for services.  The warrant vests immediately and has
an exercise price of $0.05 per share, and an expiration date of
Dec. 19, 2014.

On Dec. 23, 2013, the Company granted five employees and one
outside consultant options to purchase an aggregate of 1,150,000
shares of its common stock at an exercise price of $0.05 per share
as part of a year-end review for performance in 2013.  The options
vest on June 23, 2014, and expire five years after the date of
issuance.

On Dec. 30, 2013, the Company granted four unrelated third-parties
an aggregate of 4,150,312 shares of restricted common stock at
$0.05 per share as a reduction in accounts payable of $207,516.

On Dec. 31, 2013, the Company granted a total of 7,000,000 shares
of restricted common stock at $0.05 per share to five non-
employee directors and two employees as an incentive and in
consideration for services rendered.  All shares vest on Jan. 1,
2015, and are forfeitable before that time.

On various dates between Jan. 6, 2014, and Jan. 28, 2014, the
Company granted an unrelated third-party a total of 574,463 shares
of restricted common stock at $0.04 per share in consideration for
services of $22,979.

On various dates between Jan. 23, 2014, and Feb. 4, 2014, the
Company granted two unrelated third-parties, two consultants and
an employee a total 5,860,000 shares of restricted common stock at
$0.05 per share in consideration for services and reduction of
payables of $293,000.

On January 30, the Company granted a consultant 250,000 shares of
restricted common stock at a price of $0.05 per share in
consideration for services rendered.

On various dates between Nov. 15, 2013, and Feb. 3, 2014, the
Company entered into nine different Stock Sales Agreements with
eight different unrelated third-parties to sell 19,193,319 shares
of restricted common stock for an aggregate of $511,250.

The Company generally used the proceeds of the foregoing sales of
securities for repayment of indebtedness, working capital and
other general corporate purposes.

                          About MMRGlobal

Los Angeles, Calif.-based MMR Global, Inc. (OTC BB: MMRF)
-- http://www.mmrglobal.com/-- through its wholly-owned operating
subsidiary, MyMedicalRecords, Inc., provides secure and easy-to-
use online Personal Health Records (PHRs) and electronic safe
deposit box storage solutions, serving consumers, healthcare
professionals, employers, insurance companies, financial
institutions, and professional organizations and affinity groups.

MMRGlobal incurred a net loss of $5.90 million in 2012, as
compared with a net loss of $8.88 million in 2011.  The Company's
balance sheet at Sept. 30, 2013, showed $2.69 million in total
assets, $9.80 million in total liabilities and a $7.11 million
total stockholders' deficit.

Rose, Snyder & Jacobs LLP, in Encino, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has incurred significant operating losses and
negative cash flows from operations during the years ended
Dec. 31, 2012, and 2011, that raise substantial doubt about the
Company's ability to continue as a going concern.


NANA DEVELOPMENT: Moody's Lowers Corporate Family Rating to Caa1
----------------------------------------------------------------
Moody's Investors Service has lowered the ratings of NANA
Development Corporation ("NANA") including its Corporate Family
Rating ("CFR") to Caa1 from B3 due to the company's lower than
expected operating performance and elevated debt metrics.
Concurrently, the senior secured term loan and notes were lowered
two notches to Caa2 from B3. The ratings outlook was changed to
stable from negative.

NANA's CFR downgrade to Caa1 is largely driven by weak operating
performance and cash flow generation, substantially lower than
plan expectations and reliance on its asset-based revolver to fund
high annual term loan amortization payments. In particular,
expected earnings from the company's 2011 acquisition of Grand
Isle Shipyard within its Oilfield and Mining Support segment also
performed below expectations largely due to operational issues.

The following ratings were downgraded:

Corporate Family Rating, to Caa1 from B3

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

$275 million senior secured notes due 2019, to Caa2 (LGD-4, 61%)
from B3 (LGD-4, 58%)

$100 million ($85 million outstanding) term loan due 2018, to Caa2
(LGD-4, 61%) from B3 (LGD-4, 58%)

Outlook, changed to stable from negative

Ratings Rationale

NANA's Caa1 CFR is based on the expectation that credit metrics
over the next twelve to eighteen months will be more reflective of
the Caa1 rating category. In addition, given increased competition
in the defense services sector stemming from increased fiscal
austerity measures and lower than anticipated performance in the
company's other segments, including a $70 million impairment
charge recorded in fiscal 2013 in the Oilfield and Mining Support
and Hospitality segments, metrics are expected to only moderately
improve from current levels. Internal free cash flow generation is
not expected to be sufficient to meet the company's annual $20
million term loan amortization payment requirements resulting in a
high likelihood of continued revolver borrowings pressuring
liquidity and resulting in elevated leverage and weak interest
coverage metrics. Furthermore, although the company receives
proceeds from its direct parent company NANA Regional Corporation
for its share of Red Dog Mine earnings, NANA also sends dividend
payments (dependent on a formula based on net income levels at
NANA) including reimbursements effected through a "dividend" for
general and administrative expenses to Nana Regional Corporation
that, in turn, uses the proceeds to support social needs of the
I¤upiat community in Alaska.

At the same time, the rating reflects the benefits derived from
the diversity of the portfolio of businesses the company operates
and long-term relationships with the Department of Defense, Teck
Resources (operator of the Red Dog Mine) and high credit quality
customer base in the Oil & Gas sector. In addition, savings
derived from cost cutting efforts including consolidating
administrative functions in recent periods should partially offset
margin pressures.

The stable outlook is based on the expectation that the company
will maintain an adequate liquidity profile despite increased
revolver usage and that credit metrics will remain in line with
the Caa1 rating over the intermediate term.

Ratings could be upgraded if debt/EBITDA improves to and is
sustained below 6.0 times and interest coverage exceeds 1.0 times.
An expectation of a sustained liquidity profile adequacy would
also be necessary.

Ratings could be downgraded if the company's liquidity position
deteriorates including cash balances declining from current levels
or credit metrics weaken such as that debt/EBITDA reaches over
8.0x and interest coverage well below 1.0 times.

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.

NANA Development Corporation ("NANA") maintains an investment
portfolio of various business segments including contract
services, hospitality/tourism, management services and oilfield
and mining services. One of NANA's main objectives is to invest in
businesses that create long-term job growth for the Inupiat
community. NANA's last twelve months ended September 30, 2013
revenues totaled $1.6 billion. NANA is the business arm of NANA
Regional Corporation ("NRC"). NRC was formed as one of the 13
Native Corporations that followed the Alaskan Native Claims
Settlement Act. NRC has land surface and subsurface rights of 2.3
million acres in Northwest Alaska. NRC is owned by over 12,500
members of the Inupiat community.


NASSAU TOWER: Court Okays Hiring of Clayton & Clayton as Realtor
----------------------------------------------------------------
Nassau Tower Realty LLC sought and obtained permission from the
U.S. Bankruptcy Court for the District of New Jersey to employ
Shawn Clayton of Clayton & Clayton Realtors Inc. as realtor.

The Debtor requires Clayton & Clayton to:

   (a) render real estate brokerage services;

   (b) conduct showings of properties;

   (c) attend at inspections;

   (d) perform due diligence;

   (e) attend at closing; and

   (f) perform any and all services for the Debtor as may be
       necessary to effectuate the real estate closings.

For the sale of 472 Princeton Avenue, Brick, NJ, the firm will be
paid a fixed commission of 4% of the Contract Sale Price to be
split equally between the listing agent and buyer's agent.

Shawn Clayton 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.

Clayton & Clayton can be reached at:

       Shawn Clayton
       CLAYTON & CLAYTON REALTORS, INC.
       512 Main Avenue
       Bay Head, NJ 08742
       Tel: (732) 295-2222
       Fax: (732) 295-4872

                    About Nassau Tower

Princeton, N.J.-based Nassau Tower Realty, LLC, filed for
Chapter 11 relief on (Bankr. D. N.J. Case No. 13-24984) on July 9,
2013.  The Hon. Judge Michael B. Kaplan presides over the case.
Paul Maselli, Esq., and Kimberly Pelkey Sdeo, Esq., at Maselli
Warren, P.C., represent the Debtor as counsel.  The Debtor
estimated assets of $10 million to $50 million and debts of
$10 million to $50 million.

The Debtor is the owner of 17 parcels of real estate.  It owns
13 parcels in New Jersey, 3 parcels in Pennsylvania, one parcel in
Maine.  Most of the properties generate income in the form of
rents paid by tenants.

The petition was signed by Louis Mercatanti, officer of Nassau
Holdings, Inc.


NATIVE WHOLESALE: Court to Hear Ch. 7 Conversion Bid Tomorrow
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of New York has
set for Feb. 18, 2014, at 10:00 a.m. the hearing on U.S. Trustee's
motion to convert the Chapter 11 case of Native Wholesale Supply
Company to one under Chapter 7, or to dismiss the case.

As reported by the Troubled Company Reporter on Aug. 28, 2013, the
States of California, Idaho, New Mexico, New York, and Oklahoma
asked the Court to: (i) grant their motion to convert or dismiss
the Debtor's Chapter 11 case; (ii) grant the U.S. Trustee's motion
to the extent that it seeks to convert the Debtor's bankruptcy
case; or (iii) in the alternative to conversion, require the
Debtor to continue through the Chapter 11 plan process in an
expedient manner and reset the dates for preparation of a plan and
disclosure statement if the Debtor believes it can repay all of
its creditors, and not just a single favored entity.

The TCR reported that the U.S. Trustee argued that the Debtor
(1) has an inability to perform the statutory duties of a debtor-
in-possession and to comply with the requirements of the Chapter
11 Operating Guidelines; and (2) has failed to file monthly
financial reports for February and March 2013.

On Jan. 30, 2014, the States of California, Idaho, New Mexico, New
York, and Oklahoma and the United States filed a statement in
support of the U.S. Trustee's motion to convert or dismiss the
Chapter 11 case, stating that while a number of events have
occurred since the original motion of the U.S. Trustee to convert
or dismiss the case was filed, the basic premise of the motion
remains valid.  Craig T. Lutterbein, Esq., at Hodgson Russ LLP,
the attorney for the States, said in the Jan. 30 court filing,
"The Debtor has not proposed a plan within a reasonable time
period and the States and the United States are not convinced
there is a reasonable likelihood of rehabilitation.  As between
the two options of conversion or dismissal, the States and the
United States believe that conversion is the more appropriate
option."  The Debtor's exclusivity period has expired.

The counsel for the States can be reached at:

         Craig T. Lutterbein, Esq.
         HODGSON RUSS LLP
         The Guaranty Building
         140 Pearl Street, Suite 100
         Buffalo, New York 14202
         Tel: (716)856-4000

                - and -

         Karen Cordry, Esq.
         National Association of Attorneys General
         2030 M Street, NW
         Washington DC 20036
         Tel: (202)326-6251

The attorney for the United States can be reached at:

         Charles E. Canter, Esq.
         J. Christopher Kohn, Esq.
         Tracy J. Whitaker, Esq.
         U.S. Department of Justice
         Commercial Litigation Branch
         P.O. Box 875
         Washington, DC 20530
         Tel: (202)616-2236


               About Native Wholesale Supply Company

Native Wholesale Supply Company is engaged in the business of
importing cigarettes and other tobacco products from Canada and
selling them to third parties within the United States.  It
purchases the products from Grand River Enterprises Six Nations,
Ltd., a Canadian corporation and the Debtor's only secured
creditor.  Native is an entity organized under the Sac and Fox
Nation and has its principal place of business at 10955 Logan Road
in Perrysburg, New York.

Native filed for Chapter 11 bankruptcy (Bankr. W.D.N.Y. Case No.
11-14009) on Nov. 21, 2011.  The Chapter 11 filing was triggered
to resolve an ongoing dispute with the United States government
regarding up to $43 million in assessments made by the government
against the Debtor pursuant to the Fair and Equitable Tobacco
Reform Act of 2004 and the Tobacco Transition Payment Program and
to restructure the terms of payment of any obligation determined
to be owing by the Debtor to the U.S. under the Disputed
Assessment.  The issues pertaining to the Disputed Assessment
resulted in two lawsuits, subsequently consolidated, now pending
in the Federal District Court.

Robert J. Feldman, Esq., and Janet G. Burhyte, Esq., at Gross,
Shuman, Brizdle & Gilfillan, P.C., in Buffalo, N.Y., represent the
Debtor as counsel.

The Company disclosed $30,022,315 in assets and $70,590,564 in
liabilities as of the Chapter 11 filing.

The States of California, New Mexico, Oklahoma and Idaho have
appeared in the case and are represented by Garry M. Graber, Esq.,
and Craig T. Lutterbein, Esq., at Hodgson Russ LLP, in Buffalo,
New York, and Karen Cordry, Esq., National Association of
Attorneys General, in Washington, D.C.

No trustee, examiner or creditors' committee has been appointed in
the case.


NII HOLDINGS: Jennison Stake at 10.4% as of Dec. 31
---------------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Jennison Associates LLC disclosed that as of
Dec. 31, 2013, it beneficially owned 17,997,767 shares of common
stock of NII Holdings, Inc., representing 10.4 percent of the
shares outstanding.  A copy of the regulatory filing is available
for free at http://is.gd/LfZChR

                         About NII Holdings

With headquarters in Reston, Virginia, NII Holdings is an
international wireless operator with more than 7 million largely
post-pay, business subscribers.

                             *   *    *

As reported by the TCR on Jan. 14, 2014, Standard & Poor's Ratings
Services lowered its corporate credit rating on Reston, Va.-based
wireless service provider NII Holdings Inc. (NII) to 'CCC+' from
'B-'.  "The downgrade is based on NII's weak operating and
financial performance and our view that the company's financial
commitments may be unsustainable over the next few years, although
liquidity should remain 'adequate' in 2014," said Standard &
Poor's credit analyst Allyn Arden.

In the May 20, 2013, edition of the TCR, Moody's Investors Service
downgraded the corporate family rating of NII Holdings Inc. to B3
from B2.  The downgrade reflects the company's heightened
leverage, declining operating performance, and the high execution
risk related to the company's ongoing 3G network investment cycle.


OHANA GROUP: Court Confirms Second Amended Reorganization Plan
--------------------------------------------------------------
Judge Marc Barrera entered an order confirming the Second Amended
Plan of Reorganization of Ohana Group, LLC.

The Disclosure Statement describing the Second Amended Plan
reveals that the Debtor modified the treatment of the Class 1
Claim.  The Class 1 Secured Lender Claim will be allowed for
$10,850,000 plus the actual cost of preparation of loan
modification documents required to implement the treatment of the
Class 1 Claim under the Plan.  The timing of the claim payment is
itemized under the Plan.  Interest will accrue on the Restated
Principal Balance of the Class 1 Claim commending on Jan. 1, 2014
at a rate of 5% per annum.

A copy of the Disclosure Statement describing the Second Amended
Plan dated Dec. 12, 2013, is available for free at:

           http://bankrupt.com/misc/OHANA_2ndAmdPlan.PDF

The Confirmation Order was entered on Dec. 20 last year.

                        About Ohana Group LLC

Ohana Group, LLC, is a Washington limited liability company formed
in 2006 for the purpose of managing and operating a mixed-used
real property development located at 3601 Fremont Avenue N. in
Seattle, Washington.  The Company filed for Chapter 11 bankruptcy
(Bankr. W.D. Wash. Case No. 12-21904) on Nov. 30, 2012.  The
Debtor's members are Patricia Cawdrey and Daniel Cawdrey, Jr.
Judge Marc Barreca oversees the case.  James I. Day, Esq., at Bush
Strout & Kornfeld LLP, in Seattle, serves as bankruptcy counsel.
The Law Offices of Brian H. Krikorian represents the Debtor as
special counsel in connection with the litigation against one of
the Debtor's former tenants.  In its petition, the Debtor
scheduled $16,000,000 in assets and $11,696,131 in liabilities.

Ohana Group, LLC, filed with the Court on Nov. 1, 2013, a First
Amended Disclosure Statement with respect to the Debtor's proposed
plan of reorganization.  Under the proposed Plan, the Debtor will
continue to operate the Project in the ordinary course of
business.  Funding for payments to creditors under the Plan will
come from Cash on hand as of the Effective Date, and operating
revenues.  The Debtor or its designee will act as disbursing agent
for payments and distributions due under the Plan.


OHANA GROUP: Wells Fargo Seek to Compel Cash Collateral Order
-------------------------------------------------------------
Wells Fargo Bank, N.A., as Trustee for the Registered Holders of
Credit Suisse Boston Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2007-C5, filed with the
Bankruptcy Court a motion (1) to compel compliance with the Final
Cash Collateral Order and Order Confirming Plan of Reorganization
in the case of Ohana Group, LLC; (2) for dismissal of case under
Sec. 1112 of the Bankruptcy Code ir Reorganized Debtor fails to
comply; and (3) for payment of attorneys' fees and costs.

Counsel to Wells Fargo, Charles R. Ekberg, Esq., of Lane Powell
PC, contends that despite repeated requests, the Debtor
-- in violation of the Bankruptcy Court's final cash collateral
and plan confirmation orders -- has failed to:

  (a) pay Wells Fargo the full December 2013 adequate protection
      payment due Dec. 10, 2013;

  (b) provide Wells Fargo executed loan modification documents;
      And

  (c) to procure property insurance and provide evidence of it to
      Wells Fargo.

Counsel to Wells Fargo Bank, N.A., as trustee, are:

          LANE POWELL PC
          Charles R. Ekberg, Esq.
          1420 Fifth Avenue, Suite 4100
          Seattle, WA 98101-2338
          Tel No: (206)223-7000
          Fax No: (206)223-7107
          Email: ekbergc@lanepowell.com

              - and -

          SHEPPARD, MULLIN, RICHTER & HAMPTON LLP
          Alan M. Feld, Esq.
          Kyle J. Matthews, Esq.
          333 South Hope Street, 43rd Floor
          Los Angeles, California 90071
          Tel No: (213) 620-1780
          Fax No: (213) 620-1398
          Email: afeld@sheppardmullin.com
                 kmathews@heppardmullin.com


                        About Ohana Group LLC

Ohana Group, LLC, is a Washington limited liability company formed
in 2006 for the purpose of managing and operating a mixed-used
real property development located at 3601 Fremont Avenue N. in
Seattle, Washington.  The Company filed for Chapter 11 bankruptcy
(Bankr. W.D. Wash. Case No. 12-21904) on Nov. 30, 2012.  The
Debtor's members are Patricia Cawdrey and Daniel Cawdrey, Jr.
Judge Marc Barreca oversees the case.  James I. Day, Esq., at Bush
Strout & Kornfeld LLP, in Seattle, serves as bankruptcy counsel.
The Law Offices of Brian H. Krikorian represents the Debtor as
special counsel in connection with the litigation against one of
the Debtor's former tenants.  In its petition, the Debtor
scheduled $16,000,000 in assets and $11,696,131 in liabilities.

Ohana Group, LLC, filed with the Court on Nov. 1, 2013, a First
Amended Disclosure Statement with respect to the Debtor's proposed
plan of reorganization.  Under the proposed Plan, the Debtor will
continue to operate the Project in the ordinary course of
business.  Funding for payments to creditors under the Plan will
come from Cash on hand as of the Effective Date, and operating
revenues.  The Debtor or its designee will act as disbursing agent
for payments and distributions due under the Plan.


OLEO E GAS: Files Bankruptcy Emergence Plan
-------------------------------------------
Luciana Magalhaes, writing for The Wall Street Journal, reported
that the struggling oil firm of former Brazilian billionaire Eike
Batista on Feb. 14 filed its plan to emerge from bankruptcy with a
Rio de Janeiro court, just ahead of a final deadline.

According to the report, Oleo e Gas Participacoes SA creditors now
have 30 days to object to the plan, said Marcio Costa, who works
for the law firm of Sergio Bermudes, which represents OGP.

The plan will be automatically approved by the court if creditors
don't object, Mr. Costa said, the report related.  Should there be
an objection, a meeting of creditors would be held to vote on the
plan, he said.

A group of shareholders may try dispute the restructuring plan,
the report further related. Some 40 investors who claim to have
collectively lost around 100 million Brazilian reais ($42 million)
from their investments in OGP -- formerly known as OGX -- have
started a series of lawsuits against Mr. Batista and others.

If approved, creditors including Pacific Management Investment
Co., among the world's largest bond-fund firms, will exchange some
$5.8 billion of debts owed by OGP for shares equivalent to 90% of
capital, he said, the report added.

The plan values the company, whose main assets are stakes in two
offshore oil fields, at $1.5 billion, Dan Horch, writing for The
New York Times' DealBook, said.

                      About OGX Petroleo

Based in Rio de Janeiro, Brazil, OGX Petroleo e Gas Participaaoes
S.A. is an independent exploration and production company with
operations in Latin America.

OGX filed for bankruptcy in a business tribunal in Rio de Janeiro
on Oct. 30, 2013, case number 0377620-56.2013.8.19.0001.  The
bankruptcy filing puts $3.6 billion of dollar bonds into default
in the largest corporate debt debacle on record in Latin America.
The filing by the oil company that transformed Eike Batista into
Brazil's richest man followed a 16-month decline that wiped out
more than $30 billion of his personal fortune.

The filing, which in Brazil is called a judicial recovery, follows
months of negotiations to restructure the dollar bonds, in which
OGX sought to convert debt to equity and secure as much as $500
million in new funds. OGX said Oct. 29 that the talks concluded
without an agreement. The company's cash fell to about $82 million
at the end of September, not enough to sustain operations further
than December.


OPTIM ENERGY: Wins Interim Approval of First Day Motions
--------------------------------------------------------
Optim Energy, LLC, owner of three power plants in eastern Texas,
sought bankruptcy protection last week to explore all strategic
alternatives to address operating losses of its Twin Oaks plant in
Robertson County, Texas, including a potential sale pursuant to
Section 363 of the Bankruptcy Code.

"The current depressed economic environment of the electric power
industry -- particularly with respect to coal-fired plants -- and
the Debtors' liquidity constraints have resulted in continuing
losses that, simply put, have left the Debtors without
alternatives. After struggling against the downturn in the Texas
power markets in recent years, aggressively managing costs, and
engaging in a comprehensive effort to explore strategic
alternatives to mitigate systemic operating losses, the Debtors
filed these chapter 11 cases with the goal of reorganizing,
including the restructuring of the Debtors' obligations and
pursuing strategic alternatives that will maximize the value of
their power producing assets," Nick Rahn, the CEO, explained in
court filings.

The Debtors have $713 million of outstanding principal
indebtedness.

                         First Day Motions

The Debtors on the Petition Date promptly sought and obtained
approval of various motions.  They obtained interim approval of
their request to continue their cash management system, prohibit
utilities from discontinuing service, maintain their insurance
policies, pay certain taxes and fees, pay prepetition claims of
critical vendors, continue performing under energy trading
contracts, and access debtor-in-possession financing.

The Debtors requested authority to pay up to $450,000 on account
of outstanding prepetition amounts owed to critical vendors within
21 days of the commencement of the chapter 11 cases.  The Debtors
are also seeking authority to pay an additional $300,000 upon
final approval of the motion for a total amount of $750,000.
Moreover, the Debtors seek permission to pay outstanding
prepetition amounts owed to the lien claimants in an amount not to
exceed $150,000, all of which is expected to come due within the
first 21 days of the chapter 11 cases.  Payments to critical
vendors would represent less than 0.14% of the Debtors' $720
million of total unsecured and project indebtedness.

The Debtors are seeking authority to honor, pay, and/or otherwise
satisfy any and all obligations under their energy trading
contracts in a manner consistent with prepetition practices, and
to take any other actions to implement transactions under the
contracts.  The Debtors say that termination of those contracts
would materially affect operations.

A final hearing on the first day motions is slated for March 6,
2014, at 10:00 a.m.

                      DIP Financing From Cascade

Mr. Rahn explains that a changing marketplace and challenging
circumstances have severely constrained the Debtors' liquidity and
made it impossible for the Debtors to fund continuing business
losses, refinance their debt, or access additional borrowed money,
ultimately compelling the need to file the chapter 11 cases.

The Debtors carried approximately $713 million of outstanding
principal indebtedness and, due to the failure to meet certain
financial covenants contained therein, the Debtors were unable to
continue to borrow additional funds before the Petition Date
without the consent of Cascade Investment, L.L.C., who was
unwilling to permit further borrowing under the pre-petition
facility under the circumstances.

Cascade and wholly-owned subsidiary ECJV Holdings LLC have agreed,
subject to certain terms and conditions, to provide debtor-in-
possession financing and to permit the use of cash collateral to
fund the Debtors' operations and restructuring in the chapter 11
cases.

                       Road to Bankruptcy

According to Mr. Rahn, Optim Energy's acquisition of the Twin Oaks
Plant and Altura Cogen Plant and its investment to develop and
construct the Cedar Bayou Plant occurred in 2007, one year before
the 2008 economic downturn that plagued the energy industry, power
markets and economy as a whole.  Over the ensuing years, sustained
lower electricity prices, primarily driven by plummeting natural
gas prices, have proved to be a substantial challenge to the
Debtors' power generation assets.

Depressed power prices heavily impacted the Twin Oaks Plant. Twin
Oaks is obligated under its long term fuel supply agreement to
purchase almost all of its coal requirements from Walnut Creek
Mining Company.  The terms of the FSA provide for escalating
prices for coal purchased from Walnut Creek overtime without any
adjustment for declining power prices.

Over the last two years, this dynamic has generated average annual
operating losses of approximately $11.5 million attributable to
the Twin Oaks Plant.  The material cash flow drain required to
sustain the Twin Oaks Plant, when combined with the systemic
decrease in power prices, has materially impaired the Debtors'
ability to service their debts and perform their obligations.

In early 2013, the Debtors began to evaluate their strategic
options, retained Bracewell & Giuliani LLP to advise on
restructuring negotiations and strategies and then tapped
Protiviti Inc. as their restructuring advisor and Barclays
Capital, Inc. as their financial advisers.

Ultimately, the Debtors, in consultation with their advisors,
concluded that an out-of-court solution was not attainable.  With
respect to the Debtors' balance sheet, without available
financing, the Debtors' operating losses impaired their liquidity
to the point that the Debtors could not continue to satisfy their
obligations in the ordinary course of business.

A copy of the affidavit in support of the first-day motions is
available for free at:

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

                        About Optim Energy

Optim Energy, LLC, and its affiliates are power plant owners
principally engaged in the production of energy in Texas's
deregulated energy market.  Optim owns and operates three power
plants in eastern Texas: the Twin Oaks plant in Robertson County,
Texas, the Altura Cogen plant in Harris County, Texas and the
Cedar Bayou plant in Chambers County, Texas.  The Altura and Cear
Bayou plants are fueled by natural gas, and the third is coal-
fired.

Optim Energy and its affiliates sought Chapter 11 protection from
creditors (Bankr. D. Del. Lead Case No. 14-10262) on Feb. 12,
2014.

The Debtors have tapped Bracewell & Giuliani LLP and Morris,
Nichols, Arsht & Tunnell LLP as attorneys; Protiviti Inc. as
restructuring advisors; and Prime Clerk LLC as claims agent.

The Debtors have $713 million of outstanding principal
indebtedness.


ORECK CORP: Wants Exclusive Plan Filing Deadline Moved to May 1
---------------------------------------------------------------
Oreck Corporation, et al., ask the U.S. Bankruptcy Court for the
Middle District of Tennessee to extend the period during which
they have the exclusive right to file a plan for an additional 90
days, through and including May 1, 2014, and the period during
which the Debtors have the exclusive right to solicit acceptances
of that plan for an additional 90 days, through and including
June 30, 2014.

The Debtors, the Official Committee of Unsecured Creditors and a
party-in-interest are working to develop a Chapter 11 plan that
would generate an increased return for unsecured creditors.
However, the parties need additional time to finalize the proposed
Chapter 11 plan, the Debtors said in their Jan. 30, 2014 court
filing.  Since the Petition Date, the Debtors and their
professional advisors have focused much of their time, energy and
resources on obtaining maximum value for substantially all of the
Debtors' assets and responding to inquiries from various parties
in interest in the Chapter 11 cases.

Since July 22, 2013 entry of the court order approving the sale of
the Debtors' assets, the Debtors have filed six notices of
consensual assumption and assignment of unexpired leases, and six
omnibus motions to reject executory contracts.  Although the
Debtors believe that disputes regarding most leases and executory
contracts have been resolved, purchaser Royal Appliance has
requested extensions of the deadline to assume or reject
contracts.  The latest request will extend this date to May 2014.
This will further delay the resolution of claims asserted by
parties to the rejected contracts.

The deadline to file a response on the Debtors' motion to extend
the Exclusive Periods is Feb. 20, 2014.  If a response is timely
filed, a hearing will be held on March 11, 2014, at 9:00 a.m. to
consider the Debtors' extension motion.

                         About Oreck Corp.

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

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

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

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

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

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

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

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


PACHECO PLAZA: Case Summary & Unsecured Creditor
------------------------------------------------
Debtor: Pacheco Plaza, LLC
        1235 E Pacheco Blvd
        Los Banos, CA 93635

Case No.: 14-10638

Chapter 11 Petition Date: February 13, 2014

Court: United States Bankruptcy Court [LIVE-CM 5.1]
       Eastern District of California (Fresno)

Judge: Hon. Richard Lee

Debtor's Counsel: Steve Barkin, Esq.
                  EQUITY LAW ONE GROUP
                  3700 Wilshire Blvd #1070
                  Los Angeles, CA 90010
                  Tel: 213-388-1210

Total Assets: $2.23 million

Total Liabilities: $2.27 million

The petition was signed by Yeon Jin Park, managing owner.

The Debtor listed Community Commerce Bank, located at 398 W.
Foothill Blvd, PO Box 1749, at Claremont, CA, as its largest
unsecured creditor holding a claim of $2.27 million.


PUTNAM AT TINTON FALLS: Judge Dismisses Chapter 11 Case
-------------------------------------------------------
The Hon. Christine M. Gravelle of the U.S. Bankruptcy Court for
the District of New Jersey dismissed the Chapter 11 case of Putnam
at Tinton Falls, LLC, for failure to file missing court documents.

"[T]his case is dismissed and any discharge which was granted is
vacated," the Court said.

As reported by the Troubled Company Reporter, Gino & Family Co.,
LLC, Villas at Tinton Falls, Inc., Michael Patti and Nicholas
Patti, equity owners of Putnam at Tinton Falls LLC, asked the
Bankruptcy Court to dismiss the Debtor's Chapter 11 case for
cause, contending that the Debtor's case was inappropriately and
improperly filed with the Court without any legal or requisite
corporate authority.  The equity owners told Judge Gravelle that
no corporate resolution accompanied the bankruptcy petition or has
been filed to date.

The representation that the Debtor is owned by Richard Annunziata
or that he had the requisition corporate and legal authority to
place the company into voluntary bankruptcy, is false and was
knowingly false at the time the case was filed, according to Paul
J. Winterhalter, Esq., at Law Offices of Paul J. Winterhalter,
P.C., counsel for the equity owners.

According to papers filed with the Court, Mr. Annunziata has been
in active litigation in various courts in the State of New Jersey,
the United States District Court for the District of New Jersey,
and in the United States District Court for the Southern District
of New York in which he has attempted to allege a claim or
entitlement to an ownership interest in Putnam at Tinton Falls,
LLC.

Mr. Winterhalter noted Gino & Family and Villas at Tinton Falls
each owns a 50% interest in all issued and outstanding membership
interests of the Debtor entity.  The sole shareholders of the
Villas at Tinton Falls are Michael Patti and Nicholas Patti.  Each
of these entities and individuals are interested parties in the
Debtor's bankruptcy case.

Putnam at Tinton Falls, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. D.N.J. Case No. 13-37536) on Dec. 20, 2013.
Richard Annunziata signed the petition as managing member.  The
Debtor estimated assets of at least $10 million and debts of at
least $1 million.  Bruce J. Duke, Esq., serves as the Debtor's
counsel.


QUANTUM CORP: Incurs $2.4 Million Net Loss in Dec. 31 Quarter
-------------------------------------------------------------
Quantum Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $2.41 million on $145.93 million of total revenue for the three
months ended Dec. 31, 2013, as compared with a net loss of $8.17
million on $159.36 million of total revenue for the same period
during the prior year.

For the nine months ended Dec. 31, 2013, the Company reported a
net loss of $6.98 million on $425.32 million of total revenue as
compared with a net loss of $37.12 million on $447.53 million of
total revenue for the same period last year.

As of Dec. 31, 2013, the Company had $360.27 million in total
assets, $439.90 million in total liabilities and a $79.62 million
total stockholders' deficit.

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

                       http://is.gd/W467xW

                        About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

For the 12 months ended March 31, 2013, the Company incurred a net
loss of $52.41 million on $587.57 million of total revenue, as
compared with a net loss of $8.81 million on $652.37 million of
total revenue for the same period a year ago.


ST. FRANCIS' HOSPITAL: Drops Auction, Pursues Sale w/ Westchester
-----------------------------------------------------------------
St. Francis' Hospital, Poughkeepsie, New York, et al., notified
the U.S. Bankruptcy Court for the Southern District of New York
that the auction scheduled for Feb. 13, 2014, was cancelled and
that they intend to seek the approval of the sale of substantially
all of their assets to Westchester Country Health Care Corporation
at the sale hearing scheduled for Feb. 18.

As previously reported by The Troubled Company Reporter, the
Debtors intended to sell their 333-bed acute-care facility in a
deal valued at $24.2 million to Health Quest Systems Inc., absent
higher and better offers.

According to the Debtors' counsel, Christopher M. Desiderio, Esq.,
at Nixon Peabody LLP, in New York, the terms of the WMC asset
purchase agreement are substantially and materially better than
those provided for in the stalking horse APA for all parties-in-
interest.  Under the WMC APA, Westchester will assume certain
liabilities, plus pay $3,500,000 in cash at closing to cover the
break-up fee of $1,000,000 and Administrative Costs of $2,500,000.
The WMC APA also provides for the exchange of bonds in the amount
of $27,352,000 at 5.00%.

Mr. Desiderio adds that the Stalking Horse could not provide any
bid which would be both higher and better than the WMC APA because
of substantial closing risks associated with a transaction with
the Stalking Horse.  Based upon conversations with both the
Federal Trade Commission and the New York State Office of the
Attorney General it is apparent to the Debtors and their
professionals that the Stalking Horse would neither never be
permitted to close a sale with the Debtors, or would face
significant difficulties in doing so, in light of the fact that
the Debtors received a bid for the assets from a party other than
the Stalking Horse, Mr. Desiderio says.  In light of these
obstacles, the Debtors determined that accepting the WMC APA as
the "highest and best" offer for the Purchased Assets absent an
auction was appropriate, and indeed necessary.  Further, the
prospect of holding a "sham" auction between two bidders would be
a tremendous waste of time and estate resources, Mr. Desiderio
adds.

The WMC APA also provides that WMC will loan or arrange for the
loan of funds to retire the DIP at closing, up to a limit of
$17,600,000, secured by the Accounts Receivable.  Any DIP
obligation in excess of $17,600,000 will be paid by the estate.
Moreover, WMC will provide a loan in the amount of $250,000 as a
"Final Payment" on Bonds to be used to initially capitalize the
liquidating trust of the Estate.

The Debtors are represented by Daniel W. Sklar, Esq., and Lee
Harrington, Esq., at NIXON PEABODY LLP, in New York.

                    About St. Francis' Hospital

St. Francis' Hospital, Poughkeepsie, New York, and four affiliates
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
S.D.N.Y. Lead Case No. 13-37725) on Dec. 17, 2013.  The case is
assigned to Judge Cecelia G. Morris.

The Debtors' counsel is Christopher M. Desiderio, Esq., at Nixon
Peabody LLP, in New York; the financial adviser is CohnReznick
Advisory Group; and the investment banker is Deloitte Corporate
Finance LLC.  BMC Group is the claims and notice agent.

The U.S. Trustee has appointed a five-member official committee of
unsecured creditors.  The Creditors' Committee tapped Alston &
Bird LLP as counsel, and CBIZ Accounting, Tax & Advisory of New
York, LLC, as financial advisor.


ST. FRANCIS' HOSPITAL: Has Final OK to Obtain $20M DIP Loan
-----------------------------------------------------------
Judge Cecelia G. Morris of the U.S. Bankruptcy Court for the
Southern District of New York gave St. Francis' Hospital,
Poughkeepsie, New York, et al., final authority to obtain
postpetition secured superpriority financing in the amount of $20
million from MidCap Financial LLC.

The DIP Loan consists of a revolving loan with a principal amount
of up to $9 million and a term loan in the original principal
amount of $11 million.

The term debt will be interest only, payable monthly in arrears at
an annual rate of 30-day, reserve adjusted, LIBOR (subject to a
1.00% floor) plus 7.0% reset monthly secured by a priming lien on
the real estate.

There will be a carve-out for fees of professionals employed by
the Debtors in the amount not to exceed $150,000, incurred after a
"triggering event", and for the committee's professionals not to
exceed $50,000.

The DIP financing matures 12 months from the date of closing.

Interest on the outstanding balance of the DIP Credit Agreement
will be payable monthly in arrears at an annual rate of 30-day,
reserve adjusted, LIBOR (subject to a 1.00% floor) plus 5.25%,
reset monthly.

                    About St. Francis' Hospital

St. Francis' Hospital, Poughkeepsie, New York, and four affiliates
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
S.D.N.Y. Lead Case No. 13-37725) on Dec. 17, 2013.  The case is
assigned to Judge Cecelia G. Morris.

The Debtors' counsel is Christopher M. Desiderio, Esq., at Nixon
Peabody LLP, in New York; the financial adviser is CohnReznick
Advisory Group; and the investment banker is Deloitte Corporate
Finance LLC.  BMC Group is the claims and notice agent.

The U.S. Trustee has appointed a five-member official committee of
unsecured creditors.  The Creditors' Committee tapped Alston &
Bird LLP as counsel, and CBIZ Accounting, Tax & Advisory of New
York, LLC, as financial advisor.


ST. FRANCIS' HOSPITAL: Obtains Final OK to Use Cash Collateral
--------------------------------------------------------------
Judge Cecelia G. Morris of the U.S. Bankruptcy Court for the
Southern District of New York gave St. Francis' Hospital,
Poughkeepsie, New York, et al., final authority to use the Cash
Collateral of Manufacturers and Traders Trust Company, in its
capacity as indenture trustee on behalf of the holders of the
Bonds, The Archdiocesan Pension Plan, Manufacturers and Traders
Trust Company and other Miscellaneous Secured Creditors.

As adequate protection, the Debtors will repay from the DIP
financing the emergency advances made by the indenture trustee
prepetition, which amount is $2.3 million plus interest.  The
Debtors will also make adequate protection payments in an amount
equal to the regularly scheduled, non-default amounts due to be
paid by the Debtors under the bond documents.

A full-text copy of the Weekly Cash Flow Forecast for the weeks
starting Jan. 5, 204, to the week ending April 4, 2014, is
available for free at http://bankrupt.com/misc/STFRANCISbudget.pdf

                    About St. Francis' Hospital

St. Francis' Hospital, Poughkeepsie, New York, and four affiliates
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
S.D.N.Y. Lead Case No. 13-37725) on Dec. 17, 2013.  The case is
assigned to Judge Cecelia G. Morris.

The Debtors' counsel is Christopher M. Desiderio, Esq., at Nixon
Peabody LLP, in New York; the financial adviser is CohnReznick
Advisory Group; and the investment banker is Deloitte Corporate
Finance LLC.  BMC Group is the claims and notice agent.

The U.S. Trustee has appointed a five-member official committee of
unsecured creditors.  The Creditors' Committee tapped Alston &
Bird LLP as counsel, and CBIZ Accounting, Tax & Advisory of New
York, LLC, as financial advisor.


STRATUS MEDIA: Issues $150,000 Convertible Note to Chairman
-----------------------------------------------------------
Stratus Media Group, Inc., issued a Convertible Promissory Note to
Sol J. Barer, Ph.D., in the principal amount of $150,000.  Dr.
Barer is the Company's Chairman of the Board.

The Note is for a term of 12 months.  The Note bears interest at
the rate of 7 percent per annum with accrued interest due on the
maturity date.  The Note is secured by the assets of the Company.
Upon the closing of a financing of at least $7,000,000 on or
before the applicable maturity date, the Note, together with
accrued interest, will be converted into securities issued in the
Qualified Financing at a conversion price equal to 50 percent of
the purchase price per share or unit of the securities.
Alternatively, if at the time of the Qualified Financing, the 50
percent conversion discount is greater than $0.04, then Dr. Barer
may elect to convert the Note and any accrued interest into the
Company's Common Stock at $0.04 per share.  At the time of a
Qualified Financing, the Company will issue warrants to Dr. Barer
to purchase shares of the Company's common stock at a rate equal
to 150 percent of the warrant coverage offered to investors in a
Qualified Financing.

                   Rex Bright Elected Director

Effective Feb. 5, 2014, Rex Bright was elected by the Company's
board of directors as a new director.  Mr. Bright has also been
appointed to serve on the Company's Audit Committee.  Mr. Bright
has been granted options to purchase 1,650,000 shares of the
Company's Common Stock at an exercise price of $0.03 per share, 25
percent vesting immediately with the remaining grant vesting in
equal tranches quarterly over three years.  Mr. Bright will also
receive an annual grant of options equal to 0.15 percent of the
Company's shares outstanding at the time of grant vesting
quarterly.  Mr. Bright will be paid an annual cash stipend of
$42,500 paid quarterly which includes $7,500 for his service on
the Audit Committee.

                        About Stratus Media

Santa Barbara, Calif.-based Stratus Media Group, Inc., is an
owner, operator and marketer of live sports and entertainment
events.  Subject to the availability of capital, the Company
intends to aggregate a large number of complementary live sports
and entertainment events across North America and internationally.

As reported by the TCR on Dec. 2, 2013, Stratus Media completed
its merger with Canterbury Acquisition LLC and Hygeia
Therapeutics, Inc.  Effective Nov. 18, 2013, Canterbury and Hygeia
became wholly owned subsidiaries of the
Company.

Stratus Media disclosed a net loss of $6.84 million on $374,542 of
total revenues for the year ended Dec. 31, 2012, as compared with
a net loss of $23.63 million on $570,476 of total revenues for the
year ended Dec. 31, 2011.  The Company's balance sheet at
Sept. 30, 2013, showed $3.23 million in total assets, $9.57
million in total liabilities, all current, and a $6.33 million
total shareholders' deficit.

Goldman Kurland and Mohidin LLP, in Encino, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that Stratus Media has suffered recurring losses
and has negative cash flow from operations which conditions raise
substantial doubt as to the ability of the Company to continue as
a going concern.


STROMSETH CONSTRUCTION: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Stromseth Construction, Inc.
        113 11th St. NE
        Watertown, SD 57201

Case No.: 14-10017

Chapter 11 Petition Date: February 14, 2014

Court: United States Bankruptcy Court
       District of South Dakota (Northern Aberdeen)

Judge: Hon. Charles L. Nail, Jr.

Debtor's Counsel: Terry J. Sutton, Esq.
                  SUTTON LAW OFFICES, PC
                  PO Box 1053
                  Watertown, SD 57201-6053
                  Tel: 605-882-3220
                  Email: terry@suttonlawwtn.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Albin Stromseth, owner.

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


SUGARLEAF TIMBER: Agricultural Group Challenges Confirmation Order
------------------------------------------------------------------
Farm Credit of Florida, ACA, filed a timely appeal of the order
confirming the Chapter 11 plan of Sugarleaf Timber LLC dated Dec.
20, 2013.

Farm Credit seeks a review of the Confirmation Order on these
issues:

  (1) Whether a conservative valuation approach was applied in
      valuing the property proposed to be surrendered pursuant to
      the Debtor's Plan;

  (2) Whether the Court adequately considered the attorneys' fees,
      interest and costs that have accrued and will continue to
      accrue on Farm Credit's claim through the effective date
      of the Plan;

  (3) Whether the Court adequately considered the costs to be
      incurred by Farm Credit to hold and sell the Property,
      an appropriate discount rate to be applied or the length of
      time necessary to liquidate the Property as a mixed use
      development and for the value determined by the Court; and

  (4) Whether the surrender by the Debtor of only a portion of
      Farm Credit's collateral through the Plan constitutes the
      indubitable equivalent of the claim held by the Association.

Moreover, Farm Credit asks the Bankruptcy Court to implement a
stay of the Confirmation Order pending the appeal to the U.S.
District Court for the Middle District of Florida.

The Debtor filed its original plan in October 2011, which provides
for the delivery of a portion of the Debtor's properties which are
subject to Farm Credit's liens, which delivery the Debtor asserts
will provide the "indubitable equivalent" of Farm Credit's secured
claim.  The Plan has undergone several amendments.  Management of
the reorganized Debtor will remain the same after the bankruptcy
exit.  Counsel for Farm Credit opposed the Plan, arguing that the
Plan is a partial "dirt for debt" plan seeking to force Farm
Credit to receive a portion of its real property in full
satisfaction of approximately $27,400,000 in secured claims while
the Debtor retains approximately 622 acres of real property
collateral which Farm Credit is forced to release under the Plan.

The Court ultimately filed a "First Order" on the Plan on Nov. 22,
2013 and a Confirmation Order on Dec. 20, 2013, whereby all plan
objections not withdrawn or addressed are overruled.

As previously reported by The Troubled Company Reporter, the
Debtor's Property is deemed to have a fair market value of
$30.33 million as of Dec. 20, 2013.

                     Joint Response to Stay Bid

Debtor Sugarleaf Timber and Guarantors Avery C. Roberts, Gary A.
Miller, Richard A. Miller, Frank E. Miller, A.J. Johns and L.
Randall Towers filed court papers opposing Farm Credit's Motion
for Stay Pending Appeal.

Counsel to the Guarantors assert that Farm Credit is not likely to
prevail on the merits of its appeal because the Court's findings
were based on evidence presented at trial.

The counsel further asserts insists that the Court employed a
conservative approach in valuing the Property.  He says that all
parties, including Farm Credit, agreed that the sales comparison
method of evaluation -- not the income approach -- was the
appropriate method for determining the Property's market value.
"Mike Roy's $30,330,000 appraisal of the Property (as adopted by
the Court) was conservative, sound and consistent with the Uniform
Standards of Professional Appraisal Practice (USPAP)," the counsel
says.

The counsel contends that Farm Credit's receipt of the Property
does not constitute irreparable harm because Farm Credit will
eventually take title to the Property even it it is successful in
its appeal.  He adds that the Plan's requirement that Farm Credit
turnover the Set Aside Proceeds and the hunting lease proceeds
will not cause irreparable harm to Farm Credit because it effects
can be corrected by available legal remedies.

On the contrary, the counsel maintains, the Debtor and its
Guarantors will suffer harm if the Court issues a stay pending
Farm Credit's appeal.  An imposition of a stay of the Confirmation
Orders would (1) suspend Plan implementation, and (2) the
financial affairs and assets of the Debtor and the claims of their
creditors cannot be finally resolved and distributed until the
Plan is confirmed and implemented.

Farm Credit of Florida, ACA, is an agricultural credit association
and is represented by:

          SMITH, GAMBRELL & RUSSELL, LLP
          Brian P. Hall, Esq.
          Promenade, Suite 3100
          1230 Peachtree Street, NE
          Atlanta, GA 30309
          (404) 815-3500

                 - and -

          Dana G. Bradford II, Esq.
          James R. McCachren, III, Esq.
          James H. Cummings, Esq.
          Bank of America Tower
          50 North Laura Street, Suite 2600
          Jacksonville, FL 32202
          (904) 598-6100

Guarantors Avery C. Roberts, Gary A. Miller, Richard A. Miller,
Frank E. Miller, A.J. Johns and L. Randall Towers are represented
by:

          SMITH HULSEY & BUSEY
          James H. Post, Esq.
          225 Water Street, Suite 1800
          Jacksonville, Florida 32202
          Tel No.: (904) 359-7700
          Fax No.: (904) 359-7708
          Email: jpost@smithhulsey.com

                     About Sugarleaf Timber

Sugarleaf Timber, LLC, in Jacksonville, Florida, is in the
business of purchasing, developing, and reselling real property in
Northeast Florida.  The Company filed for Chapter 11 bankruptcy
(Bankr. M.D. Fla. Case No. 11-03352) on May 8, 2011.  Chief
Bankruptcy Judge Paul M. Glenn presides over the case.  Robert D.
Wilcox, Esq. -- rw@wlflaw.com -- of the Wilcox Law Firm, in
Ponte Vedra Beach, Fla., serves as the Debtor's bankruptcy
counsel.

In its schedules, the Debtor disclosed assets of $31,016,486 and
liabilities of $26,781,079.  The petition was signed by Victoria
D. Towers, manager of Diversified Investments of Jacksonville LLC,
which serves as manager to the Debtor.

An Official Committee of Unsecured Creditors has not been
appointed.  Additionally, no trustee or examiner has been
appointed.


SURTRONICS INC: Smith & Wade Objects to Plan Outline Approval
-------------------------------------------------------------
Creditor Smith & Wade opposes approval of the Disclosure Statement
dated October 2011 and the Clarified and Corrected Chapter 11 Plan
dated Jan. 15, 2014 proposed by Surtronics, Inc.

Smith & Wade filed two claims against the Debtor on Jan. 17, 2014.
The first claim, Claim No. 21, was filed for $2,186,456 for
insurance proceeds associated with the damage caused to property
owned by Smith & Wade from a June 2013 fire.  The second claim,
Claim No. 22, was filed to preserve its right to seek damages
against the Debtor for environmental cleanup costs that the Debtor
alleges has been incurred from alleged environmental damage to the
Property.

On Jan. 20, 2014, Smith & Wade sent rejecting ballots to the
Debtor on behalf of its claims.

In court papers, Smith & Wade objects to the Debtor's Amended Plan
for these reasons:

  (1) The Debtor does not provide sufficient information in the
      Disclosure Statement to enable Smith & Wade, or any other
      creditor of the Debtor, to make an informed judgment of the
      Plan;

  (2) The Amended Plan attempts to assume the contract between
      Smith & Wade and the Debtor without satisfying the
      requirements of 11 U.S.C. Sec. 365(b);

  (3) The Amended Plan fails to classify or provide for Smith &
      Wade's claims based on insurance proceeds for damage to the
      Property caused by the June 2013 fire as well as its
      potential claim against the Debtor for environmental cleanup
      costs;

  (4) The Amended Plan incorrectly states that Smith & Wade's
      claim is unimpaired;

  (5) The Amended Plan does not satisfy Sec. 1129(1)(10);

  (6) Class 7's treatment is not authorized by the Bankruptcy
      Code;

  (7) The Amended Plan cannot proceed to the cram-down provisions
      of Sec. 1129(b), but even if it could, it would violate the
      absolute priority rule and is not "fair and equitable" to
      Smith & Wade.

Smith & Wade is represented by Gregory B. Cramption, Esq. --
gcrampton@nichollsscrampton.com -- of Nicholls & Cramption, P.A.,
in Raleigh, North Carolina.

                      Debtor's Clarified Plan

Surtronics's Clarified and Corrected Chapter 11 Plan dated
Jan. 15, 2014 designates and provides for the treatment of 8 claim
classes and interests.  Class 4 are unsecured claims, Class 5 is
Smith & Wade's lease claims, and Class 6 are the unsecured claims
of insiders and other debtor affiliates.

Class 4 Unsecured Claims, mostly of trade and operational claims,
will be paid in full under the Plan.

Class 5 Claims consist of rental obligations owed to Smith/Wade
for 60 months commencing Oct. 1., 2013 for $12,000 and concluding
with a purchase option in the amount of $700,000 balloon payment
at the conclusion of the 60-month term.

Class 7 Claims are for Potential Employee Health Claims.

A copy of the Jan. 15 Clarified and Corrected Chapter 11 Plan is
available at http://bankrupt.com/misc/SURTRONICScorrectedplan.PDF
The Plan was signed by President and Chief Executive Officer
Angela D. Stanley.

                        About Surtronics, Inc.

Raleigh, North Carolina-based Surtronics, Inc., filed a Chapter 11
bankruptcy petition in Wilson, North Carolina (Bankr. E.D.N.C.
Case No. 13-05672) on Sept. 9, 2013.  Founded in 1965, Surtronics
is in the business of providing electroplating and anodizing
services to base-metal alloys for use across various industries,
including but not limited to aerospace, defense, medical,
telecommunications, and automotive.  Surtronics' primary
production facility and corporate office are located in a series
of buildings at 4001 and 4025 Beryl Drive, and 508 Method Road,
Raleigh, North Carolina.

The Debtor is represented by David A. Matthews, Esq., at Shumaker,
Loop & Kendrick, LLP, in Charlotte, North Carolina as well as
Steven M. Berman, Esq., of the firm's Tampa, Florida, division.
Carr Riggs & Ingram PLLC, serves as its accountants.

In its schedules, the Debtor disclosed $16,300,878 in total assets
and $3,507,088 in total liabilities.

The Bankruptcy Administrator is unable to organize and recommend
to the Bankruptcy Court the appointment of a committee of
creditors holding unsecured claims against Surtronics, Inc.


THUAN-VU DINH HO DMD: Case Summary & 6 Unsecured Creditors
----------------------------------------------------------
Debtor: Thuan-Vu Dinh Ho DMD, Inc.
           dba Prima Dental Care
        1690 Woodside Road, Suite 218
        Redwood City, CA 94061

Case No.: 14-30226

Chapter 11 Petition Date: February 14, 2014

Court: United States Bankruptcy Court
       Northern District of California (San Francisco)

Judge: Hon. Hannah L. Blumenstiel

Debtor's Counsel: David S. Henshaw, Esq.
                  HENSHAW LAW OFFICE
                  1871 The Alameda #333
                  San Jose, CA 95126
                  Tel: (408) 533-1075
                  Email: david@henshawlaw.com

Total Assets: $67,300

Total Liabilities: $1.14 million

The petition was signed by Thuan-Vu Dinh Ho, president.

A list of the Debtor's six largest unsecured creditors is
available for free at http://bankrupt.com/misc/canb14-30226.pdf


UNIVERSAL BIOENERGY: Global Energy Files 3rd Amendment to SCH 13D
-----------------------------------------------------------------
Global Energy Group LLC, Rainco Management LLC and Nicole C.
Singletary disclosed in an amended Schedule 13D filed with the
U.S. Securities and Exchange Commission that as of June 30, 2013,
they beneficially owned 1,568,630,000 shares of common stock of
Universal Bioenergy, Inc., representing 61.78 percent of the
shares outstanding.

Global Energy Group acquired the shares to settle a debt owed to
it by the Universal Bioenergy through the conversion of
Convertible Promissory Notes to stock; which Promissory Notes are
reflected in the Company's SEC filings.

As of June 30, 2013, the "Date of Event", Global Energy Group LLC
had no plans or proposals which relate to or would result in any
of the following actions:

   (a) The acquisition by any person of additional securities of
       the issuer, or the disposition of securities of the issuer;

   (b) An extraordinary corporate transaction, such as a merger,
       reorganization or liquidation, involving the issuer or any
       of its subsidiaries;

   (c) A sale or transfer of a material amount of assets of the
       issuer or any of its subsidiaries;

   (d) Any change in the present board of directors or management
       of the issuer, including any plans or proposals to change
       the number or term of directors or to fill any existing
       vacancies on the board;

   (e) Any material change in the present capitalization or
       dividend policy of the issuer;

   (f) Any other material change in the issuer's business or
       corporate structure including but not limited to, if the
       issuer is a registered closed-end investment company, any
       plans or proposals to make any changes in its investment
       policy for which a vote is required by section 13 of the
       Investment Company Act of 1940;

   (g) Changes in the issuer's charter, bylaws or instruments
       corresponding thereto or other actions which may impede the
       acquisition of control of the issuer by any person;

   (h) Causing a class of securities of the issuer to be delisted
       from a national securities exchange or to cease to be
       authorized to be quoted in an inter-dealer quotation system
       of a registered national securities association;

   (i) A class of equity securities of the issuer becoming
       eligible for termination of registration pursuant to
       Section 12(g)(4) of the Act; or

   (j) Any action similar to any of those enumerated above.

As of June 30, 2013, the collective Members of Global Energy Group
LLC were Rainco Management LLC and Metwood Inc.

A copy of the regulatory filing is available for free at:

                       http://is.gd/6Jy2RW

                    About Universal Bioenergy

Headquartered in Irvine, California, Universal Bioenergy Inc.
develops markets alternative and natural energy products
including, natural gas, solar, biofuels, wind, wave, tidal, and
green technology products.

Universal Bioenergy incurred a net loss of $623,518 on $60.21
million of revenues for the year ended June 30, 2013, as compared
with a net loss of $4.12 million on $57.32 million of revenues for
the year ended June 30, 2012.  As of Sept. 30, 2013, the Company
had $7.02 million in total assets, $6.08 million in total
liabilities and $935,070 in total stockholders' equity.

Bongiovanni & Associates, CPA's, in Cornelius, North Carolina,
issued a "going concern" qualification on the consolidated
financial statements for the year ended June 30, 2013.  The
independent auditors noted that the the Company has suffered
recurring operating losses, has an accumulated deficit, has
negative working capital, and has yet to generate an internal cash
flow that raises substantial doubt about its ability to continue
as a going concern.


VELTIN INC: Court OKs Stay Relief Stipulation With T-Mobile
-----------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware has approved the stipulation between Velti
Inc., et al., and T-Mobile USA, LLC, granting T-Mobile relief from
the automatic stay.

Prior to the Petition Date, Velti and T-Mobile -- an unsecured
creditor asserting a claim of $1 million and a member of the
Official Committee of Unsecured Creditors -- were parties to that
certain Aug. 26, 2013 settlement agreement.  T-Mobile asserts that
pursuant to the Settlement Agreement, Velti was required to pay T-
Mobile a total of $1 million in three equal installments beginning
on Oct. 1, 2013, and ending on Dec. 31, 2013.  T-Mobile asserts
that Velti failed to make the Oct. 1 payment and was, therefore,
in breach of the Settlement Agreement.

Velti did not list the Settlement Agreement as a contract to be
assumed on the cure notice and has not otherwise attempted to cure
its alleged obligations under the Settlement Agreement.

On Dec. 3, 2013, T-Mobile filed its motion for relief from the
automatic stay to resolve disputes in arbitration in accordance
with release and settlement agreement, so that T-Mobile could
exercise its rights under the Settlement Agreement, including to
commence arbitration proceedings with respect to the Settlement
Agreement.  The Debtors objected to T-Mobile's stay motion.

The Parties have negotiated regarding the stay motion and agreed
and stipulated that the automatic stay is modified with respect to
T-Mobile and any proceedings related to the Settlement Agreement.
The Parties will engage one another in settlement negotiations and
won't commence any arbitration proceedings until Feb. 26, 2014.

T-Mobile is represented by:

         Steven K. Kortanek, Esq.
         WOMBLE CARLYLE SANDRIDGE & RICE, LLP
         222 Delaware Avenue, Suite 1501
         Wilmington, Delaware 19801
         Tel: (302)252-4363
         Fax: (302)252-4330
         E-mail: skortanek@wcsr.com

               - and -

         William S. Sugden, Esq.
         ALSTON & BIRD LLP
         1201 West Peachtree Street
         Atlanta, Georgia 30309-3424
         Tel: (404)881-7000
         Fax: (404)881-7777

                         About Velti Inc.

Velti Inc., a provider of technology for marketing on mobile
devices, sought Chapter 11 protection (Bankr. D. Del. Case No.
13-12878) on Nov. 4, 2013.  The Company, a San Francisco-based
unit of Velti Plc, listed assets of as much $50 million and debt
of as much as $100 million.

Its Air2Web Inc. unit, based in Atlanta, also sought creditor
protection.

The parent, Dublin, Ireland-based Velti Plc, which trades on the
Nasdaq Stock Market, isn't part of the bankruptcy process.
Operations in the U.K., Greece, India, China, Brazil, Russia, the
United Arab Emirates and elsewhere outside the U.S. didn't seek
protection and business there will continue as usual.

The Debtors are represented by attorneys Stuart M. Brown, Esq., at
DLA Piper LLP (US), in Wilmington, Delaware; and Richard A.
Chesley, Esq., Matthew M. Murphy, Esq., and Chun I. Jang, Esq., at
DLA Piper LLP (US), in Chicago, Illinois.  The Debtors have also
tapped Jefferies LLC as investment banker, Sitrick Brincko Group
LLC, as corporate communications consultants, and BMC Group, Inc.,
as claims and noticing agent.  Velti Inc. disclosed $94,993,551 in
assets and $175,089,448 in liabilities as of the Chapter 11
filing.

U.S. Bank, National Association, as administrative agent for GSO
Credit-A Partners, LP, GSO Palmetto Opportunistic Investment
Partners LP and GSO Coastline Partners LP, extended $25 million of
postpetition financing to the Debtors.  The DIP Lenders, which are
also the Prepetition Lenders, are represented by Sandy Qusba,
Esq., and Hyang-Sook Lee, Esq., at Simpson Thacher & Bartlett LLP,
in New York.

An Official Committee of Unsecured Creditors has been appointed in
the Debtors' cases.  The Committee has tapped McGuireWoods LLP as
lead counsel and Morris, Nichols, Arsht & Tunnell LLP as Delaware
co-counsel.  Asgaard Capital LLC serves as financial advisor to
the Committee.  Capstone Advisory Group LLC serves as consultant.


VERITEQ CORP: Amends 856,449 Common Shares Resale Prospectus
------------------------------------------------------------
Veriteq Corporation filed with the U.S. Securities and Exchange
Commission an amended Form S-1 registration statement relating to
the resale by Hudson Bay Master Fund Ltd., Melechdavid Inc., Alpha
Capital Ansalt, et al., of up to an aggregate of 856,449 shares of
the Company's common stock, par value $0.01 per share.  The
Company will not receive any of the proceeds from the sale of the
common stock by the selling security holders.  The Company amended
the registration statement to delay its effective date.

The Company has agreed to pay certain expenses in connection with
the registration of the shares.  The selling security holders will
pay all underwriting discounts and selling commissions, if any, in
connection with the sale of the shares.

The Company's common stock is quoted on the OTC Markets, under the
ticker symbol "VTEQ."  On Feb. 5, 2014, the closing price of the
Company's common stock was $.78 per share.

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

                        http://is.gd/QwX5wm

                          About VeriteQ

VeriTeQ, formerly known as Digital Angel Corporation, is a
developer and marketer of innovative RFID technologies for
implantable medical device identification and radiation dosimeters
for use in cancer treatment.

The Company's balance sheet at Sept. 30, 2013, showed $7.72
million in total assets, $13 million in total liabilities and a
$5.27 million total stockholders' deficit.

"We are in the development stage, have incurred operating losses
since our inception and we have a working capital deficit of
approximately $2.7 million as of September 30, 2013.  These
factors raise substantial doubt about our ability to continue as a
going concern," the Company said in its quarterly report for the
period ended Sept. 30, 2013.


VERTIS HOLDINGS: Hearing on Plan Filing Extension Set for March 14
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has set for
March 14, 2014, at 11:00 a.m., the hearing on Vertis Holdings,
Inc., at al.'s motion to extend the exclusive periods in which the
Debtors may file a Chapter 11 plan and solicit acceptances of that
plan.

The Debtors are asking the Court to extend for 70 days (i) the
exclusive filing period from Feb. 3, 2014, through and including
April 14, 2014, and (ii) the exclusive solicitation period from
April 7, 2014, through and including June 12, 2014.

The Debtors are seeking the extensions to ensure that the final
disposition of their cases takes into account the best interests
of the Debtors, and their creditors and estates.  The Debtors said
in their Feb. 3, 2014 court filing that the size and relative
complexity of their Chapter 11 cases justifies the requested
extension of the Exclusive Periods.

The Debtors added that since the Petition Date, they have made
significant progress in their efforts to conclude their cases in a
consensual, prompt and cost-effective manner that serves the best
interests of creditors.  According to the Debtors, they have
committed significant time and energy to, among other things,
(i) reviewing, reconciling and, where appropriate, objecting to
proofs of claim filed against the Debtors' estates; (ii) actively
defending that certain adversary proceeding styled Riverside
Acquisition Group LLC dba Com-Pak Services v. Vertis Holdings,
Inc., et al., including engaging in material written discovery,
depositions, motion practice, numerous 'meet and confer'
conferences and telephonic hearings before this Court, and
(iii) fulfilling their obligations under that certain Transition
Services Agreement, dated Jan. 15, 2013, by and between the
Debtors and Quad; (iv) negotiating and obtaining approval of the
continued consensual use of cash collateral in these cases through
April 30, 2014, to permit the Debtors to continue to wind-down
their estates in an orderly and value maximizing manner.

Objections to the requested extension must be filed by Feb. 18,
2014, at 4:00 p.m.

                      About Vertis Holdings

Vertis Holdings Inc. -- http://www.thefuturevertis.com/--
provides advertising services in a variety of print media,
including newspaper inserts such as magazines and supplements.

Vertis and its affiliates (Bankr. D. Del. Lead Case No. 12-12821),
returned to Chapter 11 bankruptcy on Oct. 10, 2012, this time to
sell the business to Quad/Graphics, Inc., for $258.5 million,
subject to higher and better offers in an auction.

As of Aug. 31, 2012, the Debtors' unaudited consolidated financial
statements reflected assets of approximately $837.8 million and
liabilities of approximately $814.0 million.

Bankruptcy Judge Christopher Sontchi presides over the 2012 case.
Vertis is advised by Perella Weinberg Partners, Alvarez & Marsal,
and Cadwalader, Wickersham & Taft LLP.  Quad/Graphics is advised
by Blackstone Advisory Partners, Arnold & Porter LLP and Foley &
Lardner LLP, special counsel for antitrust advice.  Kurtzman
Carson Consultants LLC is the Debtors' claims agent.

Quad/Graphics is a global provider of print and related
multichannel solutions for consumer magazines, special interest
publications, catalogs, retail inserts/circulars, direct mail,
books, directories, and commercial and specialty products,
including in-store signage. Headquartered in Sussex, Wis. (just
west of Milwaukee), the Company has approximately 22,000 full-time
equivalent employees working from more than 50 print-production
facilities as well as other support locations throughout North
America, Latin America and Europe.

Vertis first filed for bankruptcy (Bankr. D. Del. Case No. 08-
11460) on July 15, 2008, to complete a merger with American Color
Graphics.  ACG also commenced separate bankruptcy proceedings.  In
August 2008, Vertis emerged from bankruptcy, completing the
merger.

Vertis against filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 10-16170) on Nov. 17, 2010.  The Debtor estimated its
assets and debts of more than $1 billion.  Affiliates also filed
separate Chapter 11 petitions -- American Color Graphics, Inc.
(Bankr. S.D.N.Y. Case No. 10-16169), Vertis Holdings, Inc. (Bankr.
S.D.N.Y. Case No. 10-16170), Vertis, Inc. (Bankr. S.D.N.Y. Case
No. 10-16171), ACG Holdings, Inc. (Bankr. S.D.N.Y. Case No. 10-
16172), Webcraft, LLC (Bankr. S.D.N.Y. Case No. 10-16173), and
Webcraft Chemicals, LLC (Bankr. S.D.N.Y. Case No. 10-16174).  The
bankruptcy court approved the prepackaged Chapter 11 plan on Dec.
16, 2010, and Vertis consummated the plan on Dec. 21.  The plan
reduced Vertis' debt by more than $700 million or 60%.

GE Capital Corporation, which serves as DIP Agent and Prepetition
Agent, is represented in the 2012 case by lawyers at Winston &
Strawn LLP.  Morgan Stanley Senior Funding Inc., the agent under
the prepetition term loan, and as term loan collateral agent, is
represented by lawyers at White & Case LLP, and Milbank Tweed
Hadley & McCloy LLP.

On Jan. 16, 2013, Quad/Graphics completed the acquisition of
Vertis Holdings for a net purchase price of $170 million.  This
assumes the purchase price of $267 million less the payment of $97
million for current assets that are in excess of normalized
working capital requirements.


VHGI HOLDINGS: Late Filed Form 10-K Shows $22.3MM Loss in 2012
--------------------------------------------------------------
VHGI Holdings, Inc. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$22.34 million on $481,568 of total revenue for the year ended
Dec. 31, 2012, as compared with a net loss of $5.43 million on
$499,617 of total revenue during the prior year.

As of Dec. 31, 2012, the Company had $47.45 million in total
assets, $62.18 million in total liabilities and a $14.72 million
total stockholders' deficit.

Liggett, Vogt & Webb, P.A., in New York, 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 recurring operating losses, has
significant amounts of past due debts and will have to obtain
additional capital to sustain operations.  These conditions 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/cv1qLq

                         About VHGI Holdings

Fort Worth, Tex.-based VHGI Holdings, Inc., is a holding company
with revenue streams from these business segments: (a) precious
metals (b) oil and gas (c) coal and (d) medical technology.

On Jan. 9, 2014, four creditors filed an involuntary Chapter 11
case against VHGI Holdings in the United States Bankruptcy Court
Southern District of Indiana (Terre Haute).


VIDRINE ESTATES: Case Summary & Unsecured Creditor
--------------------------------------------------
Debtor: Vidrine Estates, LLC
        1011 Hwy. 357
        Church Point, LA 70525

Case No.: 14-50142

Chapter 11 Petition Date: February 13, 2014

Court: United States Bankruptcy Court
       Western District of Louisiana (Lafayette)

Judge: Hon. Robert Summerhays

Debtor's Counsel: William C. Vidrine, Esq.
                  VIDRINE & VIDRINE
                  711 West Pinhook Road
                  Lafayette, LA 70503
                  Tel: (337) 233-5195
                  Email: williamv@vidrinelaw.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Hubert Vidrine, Jr., authorized
individual.

The Debtor listed St. Landry Homestead Bank, located at 235 N.
Court St., Opelousas, LA, as its largest unsecured creditor
holding a claim of $2.2 million.


WESCO AIRCRAFT: Moody's Alters Outlook to Neg & Confirms Ba3 CFR
----------------------------------------------------------------
Moody's Investors Service has confirmed the ratings, including the
Ba3 Corporate Family Rating, of Wesco Aircraft Hardware Corp.
(WAIR). The rating outlook has been revised to negative from
stable. Concurrently a Ba3 rating has been assigned to WAIR's
planned $525 million first lien term loan, the proceeds of which
will be used to help fund the $550 million acquisition of Haas
Group Inc. ("Haas"), a distributor of chemical supplies to
aerospace manufacturers and other end markets. This concludes the
review for downgrade that began on February 4th.

The ratings:

Corporate Family Rating, confirmed at Ba3

Probability of Default Rating, confirmed at Ba3-PD

Senior Secured $200 million Revolving Credit Facility due 2017,
confirmed at Ba3 (LGD3, 49%)

Senior Secured $568 million Term A Loan due 2017, confirmed at
Ba3 (LGD3, 49%)

Senior Secured $525 million Term B Loan due 2021, assigned at
Ba3 (LGD3, 49%)

Speculative Grade Liquidity, unchanged at SGL-2

Rating outlook, Negative

Ratings Rationale

The rating outlook has been revised to negative from stable
because financial leverage metrics after this largely debt funded,
fully priced, and substantially sized transaction will be high for
the rating level. Moody's estimate debt to EBITDA at close to 5x
pro forma for the transaction. Little room for error within the
integration effort will exist to sufficiently moderate credit
statistics over the next year. Although the integration plan's
near term ambition does not entail consolidation of facilities or
information networks, achievement of revenue synergies and healthy
cash flow targets will be critical. Further, in Moody's view, the
challenge of integrating the two companies is raised by Haas'
significant size, as well as the different operating
characteristics of the chemicals distribution business.

WAIR's Ba3 CFR is supported by steady profitability through the
economic cycle, a favorable long-term demand outlook for
commercial aerospace OEM build rates and expectations of continued
free cash flow generation. The rating is further supported by the
significant percentage of long term, multi-year contracts held by
both WAIR and Haas and revenue synergy potential from the
acquisition. Over the next twelve months, the company may prepay
bank debt and reduce debt to EBITDA to 4x, getting credit metrics
more on par with the rating category. Moody's anticipates that the
company's focus over the next several quarters will remain on
integration rather than further expansion spending. Beyond, high
financial leverage metrics, modest scale relative to other
participants in the aviation supply chain-- even pro forma for the
acquisition-- and the cyclical nature of demand represent limiting
considerations.

The SGL-2 speculative grade liquidity rating continues, denoting a
good near-term liquidity profile. Expectation of sufficient
operating cash flow to cover capital needs and scheduled debt
amortizations, good availability under the $200 million revolver,
and sufficient covenant headroom on both its net interest coverage
and leverage covenants underscore the SGL-2. (An amendment to
raise the leverage test threshold is anticipated to accompany
execution close.) An expected minimum cash balance of $50 million
across the period also adds support.

The rating outlook would be changed to stable with expectation of
debt to EBITDA below 4x by early 2015, continuation of good
liquidity, and free cash flow to debt in the high single digit
percentage range. The rating would be downgraded if progress
toward a more moderate leverage level proceeds sluggishly, if the
liquidity profile becomes less robust or if the company's
historically good free cash flow generation rate softens.

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.

Wesco Aircraft Hardware Corp., headquartered Valencia, CA, a
wholly-owned subsidiary of Wesco Aircraft Holdings Inc. ("Wesco"),
is a leading distributor of C-class, aerospace hardware, bearings,
electronic components and machined parts to the global aerospace
industry (525,000 SKUs). Product and services, focused largely on
OEMs, are provided on an ad-hoc, just-in-time (JIT), and/or long
term agreement (LTA) manner. Wesco's largest shareholder is
affiliates of private equity investor The Carlyle Group (LBO'd
late 2006). Listed on NYSE on July 28, 2011 (WAIR). Revenue for
the last twelve month period ended December 31, 2013 was
approximately $915 million. Pro forma for the Haas acquisition
annual revenues would approximate $1.5 billion. Haas supplies over
125,000 SKUs and has 35 distribution hubs and forward stocking
locations around the world.


WORLD IMPORTS: Court Okays EisnerAmper as Panel's Accountant
------------------------------------------------------------
The Official Committee of Unsecured Creditors of World Imports,
Ltd. sought and obtained authorization from the U.S. Bankruptcy
Court for the Eastern District of Pennsylvania to retain
EisnerAmper, LLP as accountant.

The Committee has determined that the services of a professional
accountant are required to review the financial documents of the
Debtor and to perform forensic investigations of the Debtor's
activities.

EisnerAmper will be paid at these hourly rates:

       Directors/Partners             $425-$590
       Managers/Senior Managers       $280-$420
       Staff/Senior Associates        $160-$275
       Paraprofessionals              $130-$160

EisnerAmper will charge these standard hourly rates for all work
related to pursuing any Chapter 5 causes of action and forensic
investigations.  For all other services, they will cap their
monthly fee for the first three months of retention at $5,000 per
month.

Anthony Calascibetta, member of EisnerAmper, 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.

EisnerAmper can be reached at:

       Anthony Calascibetta
       EISNERAMPER LLP
       111 Wood Ave S Ste 600
       Iselin, NJ 08830-2700
       Tel: (732) 243-7000
       Fax: (732) 951-7589
       E-mail: anthony.calascibetta@eisneramper.com

                    About World Imports

World Imports, Ltd., filed a Chapter 11 petition (Bankr. E.D. Pa.
Case No. 13-15929) on July 3, 2013, in Philadelphia.  Debtor-
affiliates World Imports South, LLC (Bankr. E.D. Pa. Case No.
13-15933), 11000 LLC (Bankr. E.D. Pa. Case No. 13-15934, and World
Imports Chicago, LLC (Bankr. E.D. Pa. Case No. 13-15935) filed
separate petitions for Chapter 11 relief.  The cases are jointly
administered under Case No. 13-15929.  John E. Kaskey, Esq., at
Braverman Kaskey, P.C., in Philadelphia, serves as counsel to the
Debtors.  World Imports, Ltd., estimated assets and debts of
$10 million to $50 million.  World Imports South, LLC, estimated
assets of $1 million to $10 million.


* Stephanie Sharron Joins MoFo's Palo Alto Office as Partner
------------------------------------------------------------
Morrison & Foerster on Feb. 13 disclosed that Stephanie Sharron, a
leading technology transactions lawyer, has joined the firm as a
partner in Palo Alto.  For more than two decades, her practice in
Silicon Valley has focused on technology and intellectual property
transactions; the tech and IP aspects of mergers, acquisitions,
asset spin-off transactions and private equity investments; and
large services and sourcing arrangements.

"Stephanie is an accomplished technology transactions lawyer with
a strong reputation in the Valley and nationally, which makes her
ideally suited to join MoFo," said A.C. Johnston, managing partner
of the firm's Palo Alto office.  "She will complement our
unrivaled technology transactions group and bolster the firm's
ability to serve Silicon Valley technology and life sciences
clients in their own backyards."

Ms. Sharron has represented companies across industries and
technologies, including software, hardware, mobile, Internet,
e-commerce, cloud services, big data, e-commerce, mobile, life
sciences, financial and health IT, digital media, retail,
automotive, cleantech and semiconductors, among others.  She also
counsels clients on privacy and data security issues in connection
with those transactions.

"Stephanie's ability to support sophisticated M&A deals and to
lead complex IP and commercial transactions will further expand
our already robust and busy practice," said Tessa Schwartz, co-
chair of Morrison & Foerster's Technology Transactions Group.
"She brings valuable and hard-to-find experience in technology
sectors in which the firm has core strength and anticipates
growth, particularly mobility, social media, big data, cloud
computing, e-commerce, financial IT, and health IT."

"Morrison & Foerster has a longstanding reputation as a
destination tech firm and I look forward to working alongside my
new colleagues and contributing to the success of the firm," said
Ms. Sharron.  "The firm's Technology Transactions Group offers
tremendous bench strength and it will provide a fantastic platform
for my practice."

Ms. Sharron joins the firm from Orrick Herrington & Sutcliffe
where she was co-chair of its Technology Transactions and Sourcing
practice.  Prior to joining Orrick, Ms. Sharron practiced at
Wilson Sonsini Goodrich & Rosati for more than 15 years; as a
partner there she representing emerging growth, private and public
companies in strategic collaborations and alliances, mergers and
acquisitions and licensing arrangements, among other technology-
related transactions.  She earned her J.D. from Cornell Law School
and she received her undergraduate degree from the University of
California, Los Angeles.

For many years, Morrison & Foerster has been recognized as one of
the world's leading law firms handling complex technology
transactions.  In fact, the firm has been referred to as "probably
the premier IT practice in the world" by Chambersand Partners.
Morrison & Foerster has also been named the #1 Technology Law Firm
by Vault Guide 2014 and the 2013 "Law Firm of the Year" in the
United States in Information Technology Law by U.S. News & World
Report/Best Lawyers.

                           About MOFO

Morrison & Foerster is a global firm with clients including some
of the largest financial institutions, investment banks, Fortune
100, technology and life science companies.  The firm has been
included on The American Lawyer's A-List for 10 straight years,
Chambers Global named MoFo its 2013 USA Law Firm of the Year, and
Chambers USA named the firm both its 2013 Intellectual Property
and Bankruptcy Firm of the Year.


* U.S. Bankruptcy Judge Morris Stern Dies
-----------------------------------------
Katy Stech, writing for The Wall Street Journal, reported that New
Jersey Bankruptcy Judge Morris "Mickey" Stern, has died, after
battling cancer for more than a year. He was 72.

Judge Stern -- called "Mickey" by colleagues -- became a judge in
2001 in the U.S. Bankruptcy Court in Newark, N.J., where he
presided over the bankruptcy cases for Bayonne Medical Center and
for St. Mary's Hospital in Passaic, according to the report.  He
also handled the bankruptcy of Real Housewives star Teresa Giudice
in 2010.

Fellow Bankruptcy Judge Michael Kaplan said that his colleague was
a practical judge who was thorough with his decisions, the report
related.  Judge Kaplan recalled a time when Judge Stern wrote
nearly 100 pages in an opinion on whether motor vehicle surcharges
were dischargeable in bankruptcy.

"There never was an issue he'd look at superficially," Judge
Kaplan told The Wall Street Journal, adding that Judge Stern's
detailed and analytical opinions "put a lot of us to shame."

Bankruptcy industry professionals echoed that, the report said.


* BOND PRICING: For Week From Feb. 3 to 7, 2014
-----------------------------------------------

   Company              Ticker  Coupon Bid Price  Maturity Date
   -------              ------  ------ ---------  -------------
AES Eastern Energy LP   AES      9.670     4.125       1/2/2029
AES Eastern Energy LP   AES       9.000     1.750       1/2/2017
Alion Science &
  Technology Corp       ALISCI   10.250    71.750       2/1/2015
Buffalo Thunder
  Development
  Authority             BUFLO     9.375    39.500     12/15/2014
Cengage Learning
  Acquisitions Inc      TLACQ    10.500    28.000      1/15/2015
Cengage Learning
  Acquisitions Inc      TLACQ    12.000    22.625      6/30/2019
Cengage Learning
  Acquisitions Inc      TLACQ    13.250     1.375      7/15/2015
Cengage Learning
  Acquisitions Inc      TLACQ    10.500    28.000      1/15/2015
Cengage Learning
  Acquisitions Inc      TLACQ    13.250     1.375      7/15/2015
Cengage Learning
  Holdco Inc            TLACQ    13.750     1.375      7/15/2015
Champion
  Enterprises Inc       CHB       2.750     0.375      11/1/2037
Cott Beverages Inc      BCBCN     8.375   104.250     11/15/2017
DAE Aviation
  Holdings Inc          DAEAVI   11.250    97.750       8/1/2015
Energy Conversion
  Devices Inc           ENER      3.000     7.875      6/15/2013
Energy Future
  Competitive
  Holdings Co LLC       TXU       8.175    10.000      1/30/2037
Energy Future
  Holdings Corp         TXU       5.550    39.390     11/15/2014
FairPoint
  Communications
  Inc/Old               FRP      13.125     1.000       4/2/2018
FiberTower Corp         FTWR      9.000     0.625       1/1/2016
James River Coal Co     JRCC      7.875    18.665       4/1/2019
James River Coal Co     JRCC      4.500    13.467      12/1/2015
James River Coal Co     JRCC     10.000    18.500       6/1/2018
James River Coal Co     JRCC     10.000    19.875       6/1/2018
James River Coal Co     JRCC      3.125    24.000      3/15/2018
JPMorgan Chase Bank NA  JPM       6.000    78.962      8/19/2014
LBI Media Inc           LBIMED    8.500    30.000       8/1/2017
Lehman Brothers
   Holdings Inc         LEH       1.000    19.750      8/17/2014
Lehman Brothers
  Holdings Inc          LEH       1.000    19.750      8/17/2014
OnCure Holdings Inc     RTSX     11.750    48.875      5/15/2017
Platinum Energy
  Solutions Inc         PLATEN   14.250    74.750       3/1/2015
Platinum Energy
  Solutions Inc         PLATEN   14.250    74.750       3/1/2015
Platinum Energy
  Solutions Inc         PLATEN   14.250    74.750       3/1/2015
Platinum Energy
  Solutions Inc         PLATEN   14.250    74.750       3/1/2015
Powerwave
  Technologies Inc      PWAV      1.875     0.125     11/15/2024
Powerwave
  Technologies Inc      PWAV      1.875     0.125     11/15/2024
Pulse Electronics Corp  PULS      7.000    78.302     12/15/2014
Residential
  Capital LLC           RESCAP    6.875    30.704      6/30/2015
Savient
  Pharmaceuticals Inc   SVNT      4.750     0.248       2/1/2018
School Specialty
  Inc/Old               SCHS      3.750    37.875     11/30/2026
Scotia Pacific Co LLC   MXM       7.710     0.188      1/20/2014
Scotia Pacific Co LLC   MXM       6.550     0.875      1/20/2007
Sealed Air Corp         SEE      12.000    99.500      2/14/2014
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU      10.250     5.625      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU      15.000    32.500       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU      10.250     4.900      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU      10.500     5.625      11/1/2016
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU      15.000    35.800       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU      10.250     5.500      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU      10.500     5.125      11/1/2016
THQ Inc                 THQI      5.000    43.500      8/15/2014
TMST Inc                THMR      8.000    20.000      5/15/2013
USEC Inc                USU       3.000    36.500      10/1/2014
WCI Communities
  Inc/Old               WCI       4.000     0.625       8/5/2023
Western Express Inc     WSTEXP   12.500    61.375      4/15/2015
Western Express Inc     WSTEXP   12.500    61.375      4/15/2015
Windermere Baptist
  Conference Center     WINBAP    8.400     2.000     11/15/2033



                             *********

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.

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S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez,
Christopher G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2014.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


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