TCR_Public/131119.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Tuesday, November 19, 2013, Vol. 17, No. 321


                            Headlines

1250 OCEANSIDE: KMH LLP Okayed as Accounting Consultant
3D RESORTS-BLUEGRASS: Court Approves Settlement Agreement
A123 SYSTEMS: Faces Securities Class Action in New York
ADOC HOLDINGS: Defends Settlement From PE Buyer's Objection
AGFEED INDUSTRIES: Blasts Trustee's Objection to Exec Bonus Plan

ALLENS INC: Hires Alvarez & Marsal to Provide CRO
ALLENS INC: Taps GA Keen Realty as Estate Advisor
ALLENS INC: Hires Greenberg Traurig as Bankruptcy Counsel
ALLENS INC: Names Lazard Freres as Investment Banker
ALVARION LTD: Dec. 2 Hearing on Creditors' Plan of Settlement

ALLY FINANCIAL: Fed Clears Way for Failed Lender to Repay Bailout
AM GENERAL: S&P Puts 'B' Corp. Credit Rating on Watch Negative
AMBIENT CORP: Posts $3.36-Mil. Net Loss in Q3 Ended Sept. 30
AMC NETWORKS: Moody's Assigns Ba1 CFR & Rates Secured Debt Ba1
AMC NETWORKS: S&P Raises CCR to 'BB' & Removes Rating From Watch

AMERICAN AIRLINES: To List AMR-US Airways Common Stock on NASDAQ
AMERICAN AIRLINES: APFA Remembers November 1993 Strike
AMERICAN MEDIA: S&P Cuts Corp Credit Rating to SD on Debt Exchange
AMERICAN REALTY: Files Amended Schedules of Assets and Debts
ANACOR PHARMACEUTICALS: Incurs $16.8 Million Net Loss in Q3

AOXING PHARMACEUTICAL: Has $2.35-Mil. Loss in Q3 Ended Sept. 30
ASR CONSTRUCTORS: UST Says Rodgers Anderson Not Disinterested
ASR CONSTRUCTORS: UST Opposes Younger's Dual Representation
ASSURED PHARMACY: Posts $837K Net Loss for Sept. 30 Quarter
ATLANTIC COAST: Files Form 10-Q, Incurs $929,000 Net Loss in Q3

ATLS ACQUISITION: Exclusivity Until January Subject to Conditions
AXION INTERNATIONAL: Borrows $1 Million From MLTM and Samuel Rose
BAKERSFIELD GROVE: US Trustee Seeks Case Dismissal or Conversion
BEAZER HOMES: Incurs $33.8 Million Net Loss in Fiscal 2013
BELLINGHAM INSURANCE: Squire Sanders Serves as ACB Counsel

BLITZ USA: Plan Designates Trust for Personal Injury Claims
BLUESTEM BRANDS: Moody's Assigns B2 CFR & Rates $200MM Loan B2
BROADWAY FINANCIAL: Has $584,000 Net Income in Sept. 30 Quarter
BROWN MEDICAL: Files Schedules of Assets and Liabilities
BRUNSWICK CORP: Moody's Raises CFR to 'Ba2'; Outlook Stable

C.W. MINING: 'Ordinary Course' Preference Defense Interpreted
CAESARS ENTERTAINMENT: Class A Common Stock Rights Offering Closes
CAESARS ENTERTAINMENT: Files Form 10-Q, Incurs $761MM Loss in Q3
CANYON PORT: McDermott Loses Plan Confirmation Appeal
CAPITOL BANCORP: Highlights FDIC Conflict With Chapter 11 Powers

CAPITOL CITY: Incurs $777K Net Loss in Sept. 30 Quarter
CARDERO RESOURCE: Receives NYSE MKT Delisting Notification
CARIBBEAN INTERNATIONAL: Lead Bidder Offers $1.9MM for El Vocero
CENTERPLATE INC: Moody's Rates $420MM First Lien Loans 'B2'
CENTRAL COLLEGE: Moody's Cuts Long-Term Bond Ratings to 'Ba2'

CENTRAL FEDERAL: Incurs $385,000 Net Loss in Third Quarter
CENTURYLINK INC: Moody's Rates Proposed Series W Notes 'Ba2'
CLEAR CHANNEL: CCOH Demands Payment of $200MM Under 2005 Facility
COMMUNITYONE BANCORP: FRBR Terminates Written Agreement
CONTAINER STORE: S&P Raises Corporate Credit Rating to 'B'

DAYCO LLC: Moody's Rates $435MM Term Loan B1 & Cuts CFR to B2
DEAN FOODS: Moody's Retains B1 Corp. Family Rating
DEWEY & LEBOEUF: Trustee Hits Think Tank With Clawback Suit
DFC GLOBAL: S&P Lowers ICR to 'B' on Lower Expected Earnings
DYNASIL CORP: Sells XRF Product Line to Protec for $1.1 Million

EASTERN LIVESTOCK: ADM et al. Fail to Dismiss Trustee's Suit
EDISON MISSION: Joint Chapter 11 Plan Filed
ELEPHANT TALK: Appoints Burmester as CEO of ValidSoft
EMPRESAS OMAJEDE: Court OKs Counsel Change, Plan Extension
ENERGY TRANSFER: Moody's Rates $400MM Sr. Secured Notes 'Ba2'

ENVIRONMENTAL WORLDWIDE: Has $3.73-Mil. Income in Sept. 30 Quarter
EURAMAX INTERNATIONAL: Posts $16.3 Million Net Income in Q3
EWGS INTERMEDIARY: Callaway, Taylor, Titleist, Nike on Committee
FINJAN HOLDINGS: Incurs $1.4 Million Net Loss in Third Quarter
FOUR OAKS: Has $79,000 Net Income for Sept. 30 Quarter

FUSION TELECOMMUNICATIONS: Has $2.19-Mil. Loss in Sept. 30 Quarter
FLUX POWER: Posts $746,000 Net Loss in Q3 Ended Sept. 30
FRONTIER OILFIELD: Has $2.72-Mil. Net Loss for Q3 Ended Sept. 30
GORDIAN MEDICAL: Creditors' Panel Hires Avant Advisory as Advisor
GREEN EARTH: Incurs $1.8 Million Net Loss in First Quarter

H&R BLOCK: Moody's Says Bank Sale Could Trigger Share Repurchases
HAAS ENVIRONMENT: Taps Hunyady Auction as Auctioneers
HAMPTON ROADS: Posts $2.8 Million Net Income in Third Quarter
HARLEM PHOENIX: Voluntary Chapter 11 Case Summary
HEALTHSOUTH CORP: Moody's Hikes Unsecured Notes Rating to Ba3

HEARTLAND DENTAL: Is Downgraded by Moody's
HIGHLAND PARTNERS: Moody's Rates $200MM Add-on Senior Notes B3
HOYT TRANSPORTATION: Taps Goldberg Weprin as Counsel
IGLESIA PUERTA: Employs Leticia Molina as Accountant
IGPS COMPANY: Gets Liquidating Plan Confirmed

IMPLANT SCIENCES: Has $6.02-Mil. Net Loss for Q3 Ended Sept. 30
INTEGRATED HEALTHCARE: Has $20.05-Mil. Loss in Q3 Ended Sept. 30
INTELLIGRATED INC: Moody's Rates $40MM Term Loan Add-on 'B1'
INTERNATIONAL TEXTILE: Incurs $3.3-Mil. Net Loss in 3rd Quarter
IRM MONCTON: Goes Into Receivership, Owes Money

ISOLA USA: S&P Assigns 'B-' Rating to New $250MM Term Loan
JACKSONVILLE BANCORP: Posts $147,000 Net Income in Third Quarter
JEH COMPANY: Plan Filing Deadline Moved to Dec. 20
KENTUCKY ECONOMIC: Moody's Cuts Sr. Lien Bonds Rating to 'Ba3'
KRONOS INC: S&P Affirms B Corp. Credit Rating After $300MM Add-Ons

LANDAUER HEALTHCARE: Maillie LLP Approved as Tax Accountants
LANDMARK MEDICAL: New Hearing Date Set in Hospital Sale
LEHMAN BROTHERS: Bank Subsidiary Sues MassDOT over Soured Swaps
LENCO MOBILE: Incurs $959,000 Net Income in Q3 Ended Sept. 30
LIGHTSQUARED INC: Sues Ergen and Dish as Harbinger Suit Nixed

LIQUIDMETAL TECHNOLOGIES: Incurs $6.7 Million Net Loss in Q3
LIME ENERGY: Sells Mechanical Service Business to Worth & Co.
LM U.S.: S&P Rates First-Lien Credit Facility 'B-'
LONGVIEW POWER: Contractors Won't Oppose $150-Mil. Loan
LPATH INC: Incurs $2.5 Million Net Loss in Third Quarter

LUCID INC: Incurs $1.8 Million Net Loss in Third Quarter
M/I HOMES: Moody's Raises CFR to 'B2' & Alters Outlook to Stable
MARINA DISTRICT: Moody's Rates Proposed $380MM Term Loan 'B2'
MARINA DISTRICT: S&P Rates Proposed $380 Million Term Loan 'B+'
MAUI LAND: Incurs $1.6 Million Net Loss in Third Quarter

MCDERMOTT INTERNATIONAL: Moody's Cuts Corp. Family Rating to Ba2
MEDIA GENERAL: Offering 7.1 Million Common Shares Under Plans
MEMPHIS REDBIRDS: Enters Into Rescue Deal with St. Louis Cardinals
MERCATOR MINERALS: Extends Waiver for Mineral Park Credit Facility
MERRIMACK PHARMACEUTICALS: Files Form 10-Q, Had $39MM Loss in Q3

METRO AFFILIATES: New York City Opposes Quick Sale
NET MEDICAL: Reports $12,000 Net Income in Sept. 30 Quarter
NEXTAG INC: Moody's Lowers CFR & First Lien Debt Rating to Caa1
NIRVANIX INC: Committee Opposes Quick Sale to Insider Buyer
NISKA GAS: S&P Lowers Rating to 'B+' on Continued Weak Metrics

NNN CYPRESSWOOD: Lender Wins Stay Relief; UST Wants Dismissal
OPAL ACQUISITION: Moody's Gives B3 CFR & Rates First Lien Debt B1
ORMET CORP: Glencore Buying Alumina for $8.4 Million
OVERLAND STORAGE: Fails to Comply with NASDAQ Bid Price Rule
PAID INC: Posts $126,500 Net Income for Q3 Ended Sept. 30

PATRIOT COAL: Moody's Assigns 'B3' CFR & Rates $250MM Loan 'B3'
PHYSICAL PROPERTY: Reports HK$43,000 Net Loss in Q3 Ended Sept. 30
POSITIVEID CORP: Asher Enterprises Held 9.9% Stake at Nov. 8
POST HOLDING: Moody's Rates $450MM Senior Unsecured Notes 'B1'
PROCTOR HOSPITAL: S&P Withdraws 'BB-' Rating on $22.5MM Bonds

PROSEP INC: Completes Sale of Assets to Produced Water Absorbents
PURADYN FILTER: Reports $235K Net Loss for Third Quarter
PWK TIMBERLAND: Court Okays Terranova as Accountant
QMX GOLD: Enters Into Waiver & Amendment to Loan Agreement
QBEX ELECTRONICS: Can File Plan Exclusively Until Dec. 27

QUINTILES TRANSNATIONAL: S&P Rates Proposed $2.061BB Loan 'BB-'
RAHA LAKES: Hires Sierra Consulting as Financial Advisors
REMEDENT INC: Reports $53K  Net Income for Q2 Ended June 30
RESIDENTIAL CAPITAL: Given 'Split Decision' in Interest Dispute
RESPONSE BIOMEDICAL: Conversion of Subscription Receipts Okayed

RG STEEL: Wins Court Approval of Deal to End Dispute With Elliot
RIH ACQUISITIONS: Obtained Interim $6-Mil. DIP Loan Approval
RIH ACQUISITIONS: Can Use Cash Collateral Until Dec. 2
RIH ACQUISITIONS: To Sell Assets, Proposes Dec. 17 Auction
ROOMLINX INC: Incurs $348K Net Loss for Third Quarter

ROUNDY'S SUPERMARKET: Moody's Affirms 'B2' CFR, Outlook Negative
ROVI CORP: Moody's Affirms Ba3 CFR & Alters Outlook to Negative
RURAL/METRO CORP: Posts Net Loss of $716,000 in September
SADLER LAW FIRM: Files Chapter 11 in Houston
SALON MEDIA: Reports $481,000 Net Loss for Q3 Ended Sept. 30

SAN BERNARDINO, CA: CalPers Denied Appeal to Federal Circuit Ct.
SANTA FE GOLD: Explores Alternatives to Refinance Indebtedness
SCICOM DATA: Court Okays Hiring of Binswanger Midwest as Realtor
SG BLOCKS: Reports $465K Net Loss in Sept. 30 Quarter
SOPHIA LP: Moody's Cuts CFR to B3 & Rates PIK Toggle Notes Caa2

SR REAL ESTATE: First Priority Lenders Deny Global Compromise
STORY BUILDING: Option 1 of Reorganization Plan Declared Effective
SUNTECH POWER: Solar-Panel Factories to Keep Operating
TELKONET INC: Has $480K Net Loss in Sept. 30 Quarter
THELEN LLP: Bankrupt Law Firm Appeal Sent to State Court

TW TELECOM: Moody's Affirms 'Ba3' CFR & Alters Outlook to Negative
UNIQUE BROADBAND: Continues to Operate Under Court Approved CCAA
UBS WILLOW: Klayman & Toskes Investigates Sale of Investments
US POSTAL: Posts Net Loss of $5 Billion in Fiscal Year 2013
USEC INC: Global X Discloses 5.3% Equity Stake

VALEANT PHARMACEUTICALS: S&P Assigns 'B' Rating to $850MM Notes
VALENCE TECHNOLOGY: Berg & Berg Completes Acquisition
WALKER LAND: Employs Maynes Taggart as Bankruptcy Counsel
WAVE SYSTEMS: Incurs $2.9 Million Net Loss in Third Quarter
WESTERN FUNDING: Taps High Ridge as Financial Advisors

WESTERN FUNDING: Files Amended Schedules of Assets and Liabilities
WIZARD WORLD: Incurs $1.1 Million Net Loss in Third Quarter
WPCS INTERNATIONAL: Regains Compliance of NASDAQ Listing Standards
YRC WORLDWIDE: Whippoorwill Held 5% Equity Stake at Oct. 29

* BlackRock Set for Final Clash with AIG on BofA Deal
* Moody's Changes Outlook for Global Metal Base Industry to Stable
* ABA Urges Bankr. Courts Be Allowed to Hear Article III Matters

* Four Senior Professionals Join A&M's Valuation Services Practice
* Howard Morris Joins MoFo as Restructuring Group Head in London

* Large Companies With Insolvent Balance Sheets


                            *********


1250 OCEANSIDE: KMH LLP Okayed as Accounting Consultant
-------------------------------------------------------
U.S. Bankruptcy Judge Robert J. Faris authorized 1250 Oceanside
Partners and its debtor-affiliates to employ KMH LLP to act as
the accounting and financial consultant for the Debtors, effective
October 25, 2013.

As reported in the Troubled Company Reporter on Nov. 4, 2013, the
Debtors' counsel requires KMH LLP's assistance to, among other
things:

   (a) evaluate selected financial transactions between the
       Debtors and third parties; and

   (b) provide such further accounting and financial consulting
       services as may be requested by the Debtors' counsel.

                  About 1250 Oceanside Partners

1250 Oceanside Partners, Front Nine, LLC, and Pacific Star
Company, LLC, owners of the 1,800-acre Hokuli'a luxury real
estate development near Kona on the island of Hawaii, sought
Chapter 11 protection (Bankr. D. Hawaii Lead Case No. 13-00353)
on March 6, 2013, in Honolulu.

The Debtors were formed by developer Lyle Anderson and were
part of his development "empire", which included developments
in Hawaii, Arizona, New Mexico and Scotland.  The secured
lender, Bank of Scotland, declared a default and obtained
control of the Debtors in January 2008.

Development of the property, which has 3.5 miles of waterfront
on the Kona coast, stopped after the developers were declared
in default under the loan.  Oceanside and Front Nine own most
of the land within the Hokuli'a project, which is the principal
development.  Pacific Star owns the land referred to as
"Keopuka", near Hokuli'a.  The Hokuli'a was to have 730
residential units, an 18-hole golf course, club and other
amenities.

The Debtors say their assets are worth $68.1 million while they
are jointly liable to $625 million of debt to Sun Kona Finance
LLC, which acquired the Hawaii loan from Bank of Scotland.

Simon Klevansky, Esq., Alika L. Piper, Esq., and Nicole D.
Stucki, Esq., at Klevansky Piper, LLP, represent the Debtor in
its restructuring effort.  They replaced the law firm of Gelber,
Gelber & Ingersoll as general counsel.  KMH LLP acts as the
Debtors' accounting and financial consultant.

A creditors committee has not been appointed.

James A. Wagner, Esq., and Allison A. Ito, Esq., at Wagner Choi &
Verbrugge, represent Creditor Sun Kona Finance I, LLC, as counsel.


3D RESORTS-BLUEGRASS: Court Approves Settlement Agreement
---------------------------------------------------------
Bankruptcy Judge Alan C. Stout approved a Compromise and
Settlement Pursuant to Bankruptcy Rule 9019 reached among Thomas
M. Duddy, Chapter 11 Trustee for 3D Resorts-Bluegrass, LLC;
PlainsCapital Bank; PCB-ARC, Inc.; the Attorney General for the
Commonwealth of Kentucky; and the Consumer Financial Protection
Bureau.

The Green Farm Property Owners' Association objected to the
Settlement Agreement.

3D Resorts Communities, LLC, filed a Chapter 7 bankruptcy petition
(Bankr. W.D. Tex. Case No. 11-53809) on Oct. 31, 2011.  3D
Resorts-Bluegrass, LLC, filed a Chapter 7 bankruptcy petition
(Bankr. W.D. Tex. Case No. 11-54001) on Nov. 16, 2011.  On Dec. 8,
2011, the Texas bankruptcy court converted 3D Bluegrass's case to
a Chapter 11 bankruptcy case, ordered the appointment of Thomas
Duddy as chapter 11 trustee, and transferred venue of the case to
the Western District of Kentucky.

Some of the terms of the Settlement Agreement include:

     a. The Parties provide various broad-form releases among
        the respective Parties;

     b. PCB will release all claims against the Debtor, including
        its super priority administrative claim;

     c. The CFPB will dismiss an administrative proceeding and
        the KYOAG will dismiss the Grayson County state-court
        lawsuit as to the Debtor;

     d. The KYOAG and the CFPB shall each have an allowed
        unsecured claim in the amount of $500,000.00, and will
        receive distributions pursuant to the Bankruptcy Code and
        Bankruptcy Rules until such time as $50,000.00 of
        distributions have been made on account of each such
        claim, at which point no more distributions will be made;

     e. The Trustee will pay the KYOAG and the CFPB each
        $50,000.00 in cash, using funds provided by PCB;

     f. The KYOAG will retain all funds (approximately
        $29,521.12) currently held in escrow from the 2008
        settlement entered into with the Debtor;

    g. ARC and PCB will offer certain settlement agreements to Lot
       Owners (as defined in the Settlement Agreement) and
       pursuant to the terms set forth in the Settlement
       Agreement;

    h. The Trustee will withdraw his objection to the CFPB's proof
       of claim; and

    i. The CFPB will dismiss the CFPB Appeal, and the KYOAG and
       the CFPB will withdraw their objections to the Sec. 363
       Motion.

On June 14, 2013, the CFPB commenced an administrative proceeding
against the Debtor by filing a Notice of Charges Seeking
Rescission, Restitution, Civil Money Penalties, and Other Legal
and Equitable Relief.

On June 17, 2011, the KYOAG filed a civil lawsuit in Grayson
Circuit Court against four entities, including the Debtor. While
that action was stayed by the commencement of this bankruptcy
case, on July 31, 2013, the KYOAG obtained stay relief to permit
the KYOAG to prosecute its civil enforcement action(s). The
Franklin Circuit action is still pending.

A copy of the Court's Nov. 13, 2013 Memorandum is available at
http://is.gd/mX43NPfrom Leagle.com.


A123 SYSTEMS: Faces Securities Class Action in New York
-------------------------------------------------------
Glancy Binkow & Goldberg LLP on Nov. 15 disclosed that a class
action lawsuit has been filed in the United States District Court
for the Southern District of New York on behalf of a class
comprising all purchasers of the securities of A123 Systems, Inc.
between February 28, 2011 and October 16, 2012, inclusive.

A123 for bankruptcy protection in October 2012.  A123's largest
customer was Fisker Automotive, Inc.

The Complaint alleges that certain officers and directors of the
former Company issued materially false and misleading statements
concerning A123's financial performance and prospects.
Specifically, defendants misrepresented or failed to disclose
Fisker's inability to meet production milestones related to a
funding agreement with the U.S. Department of Energy, which
threatened Fisker's ability to pay A123, and the adverse effect
Fisker's weakening financial position was having on A123's
investment in Fisker preferred stock and the Company's own
financial performance and prospects.

A member of the Class may move the Court no later than November
26, 2013, to serve as lead plaintiff.

Contact the firm at:

         Michael Goldberg, Esq.
         GLANCY BINKOW & GOLDBERG LLP
         1925 Century Park East, Suite 2100,
         Los Angeles, California 90067
         Toll Free: (888) 773-9224,

              - or -

         Gregory Linkh, Esq.
         GLANCY BINKOW & GOLDBERG LLP
         122 E. 42nd Street, Suite 2920
         New York, New York 10168
         Tel: (212) 682-5340
         E-mail: shareholders@glancylaw.com
         http://www.glancylaw.com

                       About A123 Systems

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

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

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

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

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

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


ADOC HOLDINGS: Defends Settlement From PE Buyer's Objection
-----------------------------------------------------------
Law360 reported that both the estate of defunct electric carmaker
Coda Holdings Inc., n/k/a Adoc Holdings, and the employees suing
it for allegedly improper layoffs pushed back on Nov. 14 against
an objection from a unit of private equity buyer Fortress
Investment Group LLC to the settlement they'd reached, arguing the
deal makes confirming a Chapter 11 plan possible.

According to the report, in a joint motion before the Delaware
bankruptcy court, the employees and the Coda estate argued against
the proposed settlement of U.S. Worker Adjustment and Retraining
Notification claims.

                        About CODA Holdings

Los Angeles, California-based CODA Energy --
http://www.codaenergy.com-- made an electric auto that was a
commercial failure.  The company marketed the Coda Sedan, which
sold only 100 copies.  It was an electrically powered version of
the Hafei Saibao, made in China.  After bankruptcy, Los Angeles-
based Coda intends to concentrate on making stationery electric-
storage systems.

CODA Holdings, Inc., Coda Energy LLC and three other affiliates
filed for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No.
13-11153) on May 1, 2013, to enable the Company to complete a
sale, confirm a plan, and emerge from bankruptcy in a stronger
position to execute its new business plan.  The Company expects
the sale process to take 45 days to complete.

FCO MA CODA Holdings LLC, an affiliate of Fortress Investment
Group, is leading a consortium of lenders intending to provide DIP
financing to enable the Company's energy storage business to
remain fully operational during the restructuring process.  The
consortium, or its designee, will also as stalking horse bidder to
acquire the Company post-bankruptcy.  In addition, the Company
will seek to monetize value of its existing automotive business
assets.

CODA disclosed assets of $10 million to $50 million and
liabilities of less than $100 million.  Coda Automotive Inc.,
disclosed $24,950,641 in assets and $95,859,413 in liabilities as
of the Chapter 11 filing.  The Debtors have incurred prepetition a
significant amount of secured indebtedness: secured notes of with
principal in the amount of $59.1 million; term loans in the
principal amount of $12.6 million; and a bridge loan with $665,000
outstanding.  FCO and other bridge loan lenders have "enhanced
priority" over other secured noteholders that did not participate
in the bridge loans, pursuant to the intercreditor agreement.
Jeffrey M. Schlerf, Esq., John H. Strock, Esq., and L. John Bird,
Esq., at Fox Rothschild LLP are the proposed counsel for the
Debtors.

CODA's legal advisor in connection with the restructuring is White
& Case LLP.  Emerald Capital Advisors serves as its chief
restructuring officer and restructuring advisor, and Houlihan
Lokey serves as its investment banker for the restructuring.
Sidley Austin LLP is serving as FCO MA CODA Holdings LLC's legal
advisor.  Brent T. Robinson, Esq., at Robinson, Anthon & Tribe
represents the Debtors in their restructuring efforts.

The Committee tapped Brown Rudnick as its counsel and Deloitte
Financial Advisory Services LLP as its financial advisor.


AGFEED INDUSTRIES: Blasts Trustee's Objection to Exec Bonus Plan
----------------------------------------------------------------
Law360 reported that hog grower AgFeed Industries Inc. balked on
Nov. 15 at a request from the U.S. trustee's office for the court
to reconsider its executive bonus plan, arguing that a Wells
notice issued by the U.S. Securities and Exchange Commission in
September is not new evidence, as the bankruptcy watchdog
contends.

According to the report, AgFeed asserts that the SEC notice -- a
preliminary recommendation to bring enforcement actions for
alleged violations of securities laws -- is simply the next step
in an ongoing regulatory investigation into suspected fraud by the
company's Chinese units.

As previously reported by The Troubled Company Reporter, the U.S.
Trustee filed with the U.S. Bankruptcy Court a motion for
reconsideration, pursuant to Federal Rule of Bankruptcy Procedure
9024, of the previous Court order, pursuant to Sections 105,
363(b) and 503(c) of the Bankruptcy Code: (i) authorizing the
Debtors to honor obligations in connection with certain key
executive employment and incentive agreements with Edward Pazdro
and Gerard R. Daignault, (ii) approving the Debtors' key executive
incentive plan and key manager incentive plan and (iii)
authorizing payment of earned bonus program holdbacks to certain
key executives.

The U.S. Trustee stated, "After the entry of the Bonus Motion
Order, the Debtors filed a Securities and Exchange Commission
('SEC') Form 8-K dated September 5, 2013 disclosing that the SEC
on August 29, 2013 issued a 'Wells Notice' to the Debtors.  The
Wells Notice states that the SEC staff has recommended an
enforcement action against the Debtors for violations of the
antifraud, reporting books and records and internal controls
provisions of the federal securities laws.  The Wells Notice was
issued after the hearing on the Bonus Motion; potential conduct of
Pazdro and/or Daignault was not addressed in connection with the
Bonus Motion.  With newly discovered evidence now available, the
U.S. Trustee respectfully requests that this Court reconsider and
vacate the Bonus Motion Order authorizing the payment of bonuses
to Pazdro and Daignault, and conduct a hearing at which
circumstances of potential misconduct by management seeking
bonuses can be addressed."

The Court scheduled a Nov. 21, 2013 hearing to consider the U.S.
Trustee's motion.

                      About AgFeed Industries

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

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

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

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

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


ALLENS INC: Hires Alvarez & Marsal to Provide CRO
-------------------------------------------------
Allens, Inc. and All Veg, LLC, seek authorization from the U.S.
Bankruptcy Court for the Western District of Arkansas to employ
Alvarez & Marsal North America, LLC, to provide Jonathan Hickman
as chief restructuring officer, nunc pro tunc to Oct. 28, 2013.

Alvarez & Marsal will also provide:

   -- Cary Daniel, Nick Campbell and Markus Lahrkamp to serve as
      Assistant Chief Restructuring Officers; and

   -- Upon the mutual agreement of A&M and the Company, additional
      employees of A&M and its affiliates and wholly owned
      subsidiaries as required to assist the CRO in the execution
      of the duties set forth more fully in the Engagement Letter.
      Such Additional Personnel may be designated by the Company
      as executive officers.

Pursuant to the Engagement Letter, the CRO reports to the Special
Committee and the Assistant CROs and Additional Personnel report
to the CRO.

The Debtors require Alvarez & Marsal to:

   (a) identify and implement both short-term and long-term
       process improvement and control initiatives within the
       organization including the existing Rapid Results
       recommendations previously identified under the
       Prior Letter Addendum.  The engagement personnel
       responsible for this implementation will report to certain
       Assistant CRO's and the CRO;

   (b) identify and execute upon additional cost reduction actions
       including but not limited to labor cost control
       initiatives, SG&A reductions, etc.;

   (c) develop, implement and oversee cash management strategies,
       tactics and processes;

   (d) manage the communication and negotiation with outside
       constituents including lenders, customers and suppliers;

   (e) manage the commencement of the sale of fixed assets
       including vehicles, trailers, real estate, etc.;

   (f) make recommendations regarding and implement the sale or
       purchase of significant assets or business segments;

   (g) prepare and analyze operating and financial budgets;

   (h) oversee, manage and control cash disbursements;

   (i) assist management with the development of updated business
       plans "Latest Thinking Forecasts", and such other related
       forecasts to be utilized during negotiations with outside
       constituencies or by the Company for other corporate
       purposes;

   (j) manage the Company's restructuring process including,
       without limitation, assisting in (a) developing possible
       restructuring plans or strategic alternatives for
       maximizing enterprise value and (b) negotiating with
       lenders, vendors, suppliers, including Ball Corporation,
       and other stakeholders in connection with any
       restructuring, including with respect to interim,
       permanent, bridge or other refinancing, and any
       restructuring or reorganization;

   (k) manage the implementation of any strategic alternative
       including, without limitation, preparation of budgets or
       projections, preparations of schedules and statements and
       preparation of other information necessary or appropriate
       in connection with any such alternative;

   (l) supervise the Company's other restructuring professionals
       Including counsel; and

   (m) provide such other similar services as may be requested by
       the Special Committee.

Alvarez & Marsal will be paid at these hourly rates:

       Managing Directors        $675-$875
       Directors                 $475-$675
       Analysts/Associates       $275-$475

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

Alvarez & Marsal received $350,000 in total retainers in
connection with preparing for and conducting the filing of these
Chapter 11 cases, as described in the Engagement Letter.  In the
90 days prior to the petition date, Alvarez & Marsal received
payments totaling $2,540,350.16 in the aggregate for services
performed for the Debtors.  Alvarez & Marsal has applied the
outstanding retainers to amounts due for services rendered and
expenses incurred prior to the petition date.  Per Alvarez &
Marsal's agreement with the DIP Lender, Alvarez & Marsal refunded
the balance of their retainers, $123,911.89, to the Debtors.

Jonathan Hickman, managing director of Alvarez & Marsal, 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.

Alvarez & Marsal can be reached at:

       Jonathan Hickman
       ALVAREZ & MARSAL NORTH AMERICA, LLC
       112 South Tryon Street, Suite 1200
       Charlotte, NC 28284
       Tel: (704) 778-4700
       Fax: (704) 778-4699

                      About Allens Inc.

Siloam Springs, Arkansas-based Allens, Inc., a maker of canned and
frozen vegetables in business since 1926, filed for bankruptcy on
Oct. 28, 2013, seeking to sell some divisions or reorganize as a
new company (Case No. 13-bk-73597, Bankr. W.D. Ark.).

The Debtors' proposed counsel are Stan D. Smith, Esq., Lance R.
Miller, Esq., and Chris A. McNulty, Esq., at MITCHELL, WILLIAMS,
SELIG, GATES & WOODYARD, P.L.L.C., in Little Rock, Arkansas; and
Nancy A. Mitchell, Esq., Maria J. DiConza, Esq., and Matthew L.
Hinker, Esq., at GREENBERG TRAURIG, LLP, in New York.


ALLENS INC: Taps GA Keen Realty as Estate Advisor
-------------------------------------------------
Allens, Inc. and All Veg, LLC, ask permission from the U.S.
Bankruptcy Court for the Western District of Arkansas to employ
GA Keen Realty Advisors, LLC, as real estate advisor.

The Debtors' anticipate that GA Keen will provide the following
services:

   (a) on request, review pertinent documents and consult with
       the Debtors' counsel;

   (b) coordinate with the Debtors the development of due
       diligence materials;

   (c) develop a marketing plan and implement each facet of the
       marketing plan;

   (d) communicate regularly with all prospects and maintain
       records of communications;

   (e) communicate periodically with the Debtors and their
       professional advisors in connection with the status of
       its efforts; and

   (f) work with the attorneys responsible for the implementation
       of the proposed transactions, reviewing documents,
       negotiating and assisting in resolving problems which may
       arise.

The Debtors have agreed to compensate GA Keen as set forth in the
Retention Agreement.  In summary, GA Keen will be compensated as
follows:

    -- all reasonable out of pocket costs and expenses incurred by
       GA Keen in connection with performing the services required
       by this Agreement, including but not limited to
       travel, lodging, Property inspection related expenses,
       FedEx, postage, telephone charges, photocopying charges,
       and the fees and reasonable expenses of counsel, etc.,
       shall be borne by the Debtors.  Any expense in excess
       of $500 will be pre-approved by Debtors;

    -- with regards to the marketing of the Properties, GA Keen
       shall prepare a marketing plan and budget.  Following
       the Debtors' written approval of the budget, the Debtors
       shall advance to GA Keen the budgeted amount and agrees
       to pay all approved, reasonable, additional costs and
       expenses within 5 business days of the proper
       presentation of an invoice.  GA Keen shall be under
       no obligation to incur marketing expenses until such
       time as GA Keen receives funds from the Debtors;

    -- the Debtors shall be responsible for all out-of-pocket due
       diligence costs and expenses;

    -- Transactional Fee: As and when the Debtors closes a
       Transaction, whether such Transaction is completed
       individually or as part of a package or as part of the
       disposition of the Debtors' business, then GA Keen shall be
       paid 5% of Gross Proceeds per property;

    -- Local Brokers: It is anticipated that GA Keen shall engage
       local brokers to assist in the marketing of the Properties.
       As and when Company closes a Transaction, whether such
       Transaction is completed individually or as part of a
       package or as part of the disposition of Company's
       business, then the Local Broker engaged for the Properties
       involved in the Transactions shall be paid 2% of Gross
       Proceeds per property;

    -- Buyers Brokers: It is anticipated that some buyers will be
       represented by a broker. In an effort to incentive the
       brokerage community, Company agrees that should a
       Transaction close where the buyer is properly represented
       by a broker who has registered its representation with GA
       Keen than that Buyers Broker shall be entitled to a fee of
       2% of Gross Proceeds for the Transactions it represented
       the buyer in;

    -- Fee Sharing: In accordance with its Declaration of
       Disinterestedness filed with the Bankruptcy Court, GA Keen
       Realty shall not share its fees with any other entity;

    -- Sale of Business: A successful Company Sale may or may not
       Include Properties being marketed. Should the material
       Properties be included in a Company Sale, then GA Keen
       Realty shall have earned and shall be paid a flat fee of
       $75,000 payable upon the closing of such sale in lieu of
       The Transactional Fee; provided, however, that if the
       purchaser at the Company Sale assumes this Agreement, the
       Debtors shall be relieved of all liability hereunder for
       the Sale of Business Fee or for any Expenses, Transaction
       Fee or Indemnification arising after the date of
       assumption;

    -- subject to a request by the Debtors in writing for
       Additional services, the Debtors shall pay GA Keen on
       an hourly basis for its time, including travel time, at
       the rates set forth below, in connection with providing
       any (x) real estate consulting services which are
       otherwise beyond the scope of the Retention Agreement
       and are expressly requested in writing by the Debtors,
       (y) litigation support (excluding hearings seeking
       to obtain approval of the Retention Agreement), and
       (z) time spent as a witness in connection with any
       contested matter (excluding hearings seeking to
       obtain approval of the Retention Agreement).

    -- the Debtors shall pay GA Keen on an hourly basis for
       its time at its then prevailing hourly rates.  GA Keen's
       currently prevailing hourly rates are as follows:

            President            $750
            Sr. Vice President   $660
            Vice Presidents      $550
            Associates           $375
            Analysts             $275

Mark P. Naughton, senior vice president and general counsel of
Great American Group, LLC, the managing member of GA Keen, 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.

GA Keen can be reached at:

       Mark P. Naughton
       GREAT AMERICAN GROUP LLC
       9 Parkway North, Suite 300
       Deerfield, IL 60015
       Tel: (847) 444-1400
       E-mail: mnaughton@greatamerican.com

                      About Allens Inc.

Siloam Springs, Arkansas-based Allens, Inc., a maker of canned and
frozen vegetables in business since 1926, filed for bankruptcy on
Oct. 28, 2013, seeking to sell some divisions or reorganize as a
new company (Case No. 13-bk-73597, Bankr. W.D. Ark.).

The Debtors' proposed counsel are Stan D. Smith, Esq., Lance R.
Miller, Esq., and Chris A. McNulty, Esq., at Mitchell, Williams,
Selig, Gates & Woodyard, P.L.L.C., in Little Rock, Arkansas; and
Nancy A. Mitchell, Esq., Maria J. DiConza, Esq., and Matthew L.
Hinker, Esq., at Greenberg Traurig, LLP, in New York.


ALLENS INC: Hires Greenberg Traurig as Bankruptcy Counsel
---------------------------------------------------------
Allens, Inc. and All Veg, LLC, seek authorization from the U.S.
Bankruptcy Court for the Western District of Arkansas to employ
Greenberg Traurig, LLP as counsel, nunc pro tunc to Oct. 28, 2013.

The Debtors require Greenberg Traurig to:

   (a) provide legal advice with respect to the Debtors' powers
       and duties as debtors in possession in the continued
       operation of their business and management of their
       property;

   (b) negotiate, draft, and pursue all documentation necessary in
       these cases;

   (c) prepare, on behalf of the Debtors, all applications,
       motions, answers, orders, reports, and other legal papers
       necessary to the administration of the Debtors' estates;

   (d) appear in Court and protect the interests of the Debtors
       before the Court;

   (e) assist with any disposition of the Debtors' assets, by sale
       or otherwise;

   (f) negotiate and take all necessary or appropriate actions in
       connection with a plan or plans of reorganization and all
       related documents thereunder and transactions contemplated
       therein;

   (g) attend all meetings and negotiate with representatives of
       creditors, the United States Trustee, and other parties in
       interest;

   (h) provide legal advice regarding bankruptcy law, corporate
       law, corporate governance, securities, employment,
       transactional, tax, labor, litigation, intellectual
       property and other issues to the Debtors in connection with
       the Debtors' ongoing business operations; and

   (i) perform all other legal services for, and provide all
       other necessary legal advice to, the Debtors, which may be
       necessary and proper in these cases.

Since its engagement, Greenberg Traurig has provided a discount of
20% of fees to the Debtors.  Greenberg Traurig has advised the
Debtors that the current hourly rates applicable to the principal
attorneys and paralegals proposed to represent the Debtors are:

       Professional          Rate Per Hour       Discounted Rate
       ------------          -------------       ---------------
       Nancy A. Mitchell        $995                  $796
       Maria J. DiConza         $860                  $688
       Matthew L. Hinker        $515                  $412

Other attorneys and paralegals will render services to the Debtors
as needed. Generally, Greenberg Traurig's hourly rates are in the
following ranges:

       Professional          Rate Per Hour
       ------------          -------------
       Shareholders           $350-$1100
       Of Counsel             $230-$1010
       Associates             $120-$720
       Legal Assistants/
       Paralegals             $50-$320

The Debtors understand that the hourly rates set forth above are
subject to periodic adjustments to reflect economic and other
conditions.  Greenberg Traurig agrees that no fees will be charged
above $1,000 per hour in this case.

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

Greenberg Traurig was first retained by the Debtors on or about
March 2013.  In the year prior to the filing, Greenberg Traurig
received various advance payment retainers from the Debtors
totaling $1,419,989.43, of which $705,000 of such advance payment
retainers was paid during the 90 day period preceding the Petition
Date.  The Retainer has been applied to prepetition fees and
related expenses, and approximately $60,000 remains.  Any balance
of the Retainer remaining after reconciliation and application to
any additional prepetition professional services and related
expenses will be held as a general retainer and applied to the
payment of post-petition fees and expenses upon allowance by the
Court.

Maria J. DiConza, Esq., shareholder of Greenberg Traurig, 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.

Greenberg Traurig can be reached at:

       Maria J. DiConza, Esq.
       GREENBERG TRAURIG, LLP
       200 Park Avenue
       New York, NY 10166
       Tel: (212) 801-9278
       Fax: (212) 805-9278
       E-mail: DiConzaM@gtlaw.com

                         About Allens Inc.

Siloam Springs, Arkansas-based Allens, Inc., a maker of canned and
frozen vegetables in business since 1926, filed for bankruptcy on
Oct. 28, 2013, seeking to sell some divisions or reorganize as a
new company (Case No. 13-bk-73597, Bankr. W.D. Ark.).

The Debtors' proposed counsel are Stan D. Smith, Esq., Lance R.
Miller, Esq., and Chris A. McNulty, Esq., at Mitchell, Williams,
Selig, Gates & Woodyard, P.L.L.C., in Little Rock, Arkansas; and
Nancy A. Mitchell, Esq., Maria J. DiConza, Esq., and Matthew L.
Hinker, Esq., at Greenberg Traurig, LLP, in New York.


ALLENS INC: Names Lazard Freres as Investment Banker
----------------------------------------------------
Allens, Inc. and All Veg, LLC, ask for authorization from the U.S.
Bankruptcy Court for the Western District of Arkansas to employ
Lazard FrŠres & Co. LLC and  Lazard Middle Market LLC as
investment banker, nunc pro tunc to Oct. 28, 2013.

The Debtors require Lazard to:

   (a) review and analyze the Debtors' business, operations and
       financial projections;

   (b) evaluate the Debtors' potential debt capacity in light of
       their projected cash flows;

   (c) assist in the determination of a capital structure for the
       Debtors;

   (d) assist in the determination of a range of values for the
       Debtors on a going concern basis;

   (e) advise the Debtors on tactics and strategies for
       negotiating with the Stakeholders;

   (f) render financial advice to the Debtors and participate in
       meetings or negotiations with the Stakeholders and rating
       agencies or other appropriate parties in connection with
       any Restructuring;

   (g) advise the Debtors on the timing, nature, and terms of new
       securities, other consideration or other inducements to be
       offered pursuant to any Restructuring;

   (h) assist the Debtors in preparing documentation within
       Lazard's area of expertise that is required in connection
       with any Restructuring;

   (i) advise and assist the Debtors in evaluating any potential
       Financing transaction by the Debtors, and, subject to
       Lazard's agreement so to act and to execution of
       appropriate agreements, on behalf of the Debtors,
       contacting potential sources of capital as the Debtors may
       designate and assisting the Debtors in implementing such
       Financing;

   (j) assist the Debtors in identifying and evaluating candidates
       for any potential Sale Transaction, advising the Debtors in
       connection with negotiations and aiding in the consummation
       of any Sale Transaction;

   (k) attend meetings of the Board of Directors of Allens, Inc.
       with respect to matters on which Lazard has been engaged to
       advise under the Lazard Agreement;

   (l) provide testimony, as necessary, with respect to matters on
       which Lazard has been engaged to advise under the Lazard
       Agreement in any proceeding before the Bankruptcy Court;
       And

   (m) provide the Debtors with other financial restructuring
       advice.

Lazard's Fee Structure is as follows:

   (a) A monthly fee of $100,000, payable on execution of the
       Lazard Agreement and on the 15th day of each month
       thereafter until the earlier of the completion of the
       Restructuring or the termination of Lazard's engagement
       pursuant to Section 10 of the Lazard Agreement.  One-half
       of all Monthly Fees paid in respect of any months following
       the third month of the engagement shall be credited,
       without duplication, against any Restructuring Fee, or Sale
       Transaction Fee payable; provided, that, in the event of a
       Chapter 11 filing, such credit shall only apply to the
       extent that such fees are approved by the Bankruptcy Court,
       if applicable, in their entirety or in such other amount as
       agreed to by Lazard.

   (b) (i) A fee equal to $1.25 million, payable upon the
       consummation of a Restructuring; provided, however, that if
       a Restructuring is to be completed through a "pre-packaged"
       or "pre-arranged" plan of reorganization, the Restructuring
       Fee shall be earned and shall be payable upon the earlier
       of (i) execution of definitive agreements with respect to
       such plan and (ii) delivery of binding consents to such
       plan by a sufficient number of creditors to bind the
       creditors to the plan; provided, further, that in the event
       that Lazard is paid a fee in connection with a "pre-
       packaged" or "pre-arranged" plan and a plan of
       reorganization is not consummated, Lazard shall return such
       fee to the Debtors, less any Monthly Fees that have
       accrued.  (ii) Notwithstanding clause (i) above, (A) in the
       event a Restructuring is consummated without a Chapter 11
       proceeding within 90 days of the Lazard Agreement in which
       the only participants are the Debtors, the existing first
       lien lenders and the existing second lien lenders
       collectively the "Existing Stakeholders", the Restructuring
       Fee will be reduced to $750,000 and (B) in the event a
       Restructuring is consummated without a Chapter 11
       proceeding at any time in which the only participants are
       the Debtors, The Stephens Group and the Existing
       Stakeholders, the Restructuring Fee will be reduced to $1.0
       Million;

   (c) A fee, payable upon consummation of a Financing, equal to
       the amount set forth in Schedule I to the Lazard Agreement
       the "Financing Fee".  One-half of any Financing Fees paid
       shall be credited, without duplication against any
       Restructuring Fee or Sale Transaction Fee subsequently
       Payable;

   (d) If, whether in connection with the consummation of a
       Restructuring or otherwise, the Debtors consummate a Sale
       Transaction incorporating all or a majority of the assets
       or all or a majority or controlling interest in the equity
       securities of the Debtors, Lazard shall be paid a fee the
       "Sale Transaction Fee" equal to the Restructuring Fee plus
       5% of the Aggregate Consideration greater than $150
       million.  Any Sale Transaction Fee shall be payable upon
       consummation of the applicable Sale Transaction;

   (e) For the avoidance of any doubt, more than one fee may be
       payable pursuant to clauses (b), (c) and (d) above;
       provided, however that if a fee has been paid pursuant to
       clause (b) above, no additional fee shall subsequently be
       payable pursuant to clause (d) above and, similarly, if a
       fee has been paid pursuant to clause (d) above, no
       additional fee shall subsequently be payable pursuant to
       clause (b) above;

   (f) (i) In addition to any fees that may be payable to Lazard
       and, regardless of whether any transaction occurs, the
       Debtors shall promptly reimburse Lazard for all: (A)
       reasonable expenses incurred by Lazard including travel
       and lodging, data processing and communications charges,
       courier services and other expenditures and (B) the
       reasonable fees and expenses of counsel, if any, retained
       by Lazard;

   (g) As part of the compensation payable to Lazard under the
       Lazard Agreement, the Debtors agreed to the
       indemnification, contribution and related provisions
       of the Indemnification Letter attached to the Engagement
       Letter as Addendum A and incorporated in the Lazard
       Agreement in its entirety.

   (h) All amounts referenced under the Lazard Agreement reflect
       United States currency and shall be paid promptly in cash
       after such amounts accrue under the Lazard Agreement.

Andrew Torgove, managing director of Lazard Middle Market LLC,
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.

Lazard can be reached at:

       Andrew Torgove
       LAZARD MIDDLE MARKET, LLC
       600 Fifth Avenue, Suite 800
       New York, NY 10020
       Tel: (212) 418-3211
       Fax: (212) 758-3833
       E-mail: andrew.torgove@lazard.com

                      About Allens Inc.

Siloam Springs, Arkansas-based Allens, Inc., a maker of canned and
frozen vegetables in business since 1926, filed for bankruptcy on
Oct. 28, 2013, seeking to sell some divisions or reorganize as a
new company (Case No. 13-bk-73597, Bankr. W.D. Ark.).

The Debtors' proposed counsel are Stan D. Smith, Esq., Lance R.
Miller, Esq., and Chris A. McNulty, Esq., at Mitchell, Williams,
Selig, Gates & Woodyard, P.L.L.C., in Little Rock, Arkansas; and
Nancy A. Mitchell, Esq., Maria J. DiConza, Esq., and Matthew L.
Hinker, Esq., at Greenberg Traurig, LLP, in New York.


ALVARION LTD: Dec. 2 Hearing on Creditors' Plan of Settlement
-------------------------------------------------------------
Alvarion(R) Ltd. (in receivership) (Nasdaq:ALVR) disclosed that
the District Court of Tel Aviv ? Yaffo held a hearing regarding
the creditors' plan of settlement which was submitted to the Court
on November 6, 2013.

Under the plan, the Company's creditors will receive NIS 6.25
million of the proceeds from the sale of the Company's assets as
stipulated in the asset sale agreement and will be issued Company
shares constituting 15% of the Company's share capital.  The
proposed creditors' plan of settlement is subject to certain
conditions, including approval by a creditors' meeting and the
continued listing of the Company on NASDAQ and the Tel Aviv Stock
Exchange after January 13, 2014.  In order to meet this condition
and remain listed, the Company must emerge from bankruptcy
proceedings and demonstrate compliance with all applicable
requirements for initial listing on NASDAQ by that date.

The Court has scheduled another hearing to further discuss the
proposed creditors' plan of settlement for December 2, 2013.

Separately, the Court approved payments totaling NIS 12.2 million
to Silicon Valley Bank, a secured lender, as well as advance
payments to the Company's employees, defined as senior
preferential creditors.  These payments were made from proceeds
already received from the operation and sale of the Company's
assets.


ALLY FINANCIAL: Fed Clears Way for Failed Lender to Repay Bailout
-----------------------------------------------------------------
Andrew R. Johnson, writing for The Wall Street Journal, reported
that the Federal Reserve said on Nov. 15 it hasn't objected to a
revised capital plan from Ally Financial Inc., paving the way for
the auto lender to move forward with efforts to pay back a large
chunk of its government bailout.

According to the report, the Fed in March rejected a plan Ally
submitted under the regulator's stress tests of big banks, deeming
its capital levels would be too low to survive a hypothetical
economic downturn. The move was a blow to the Detroit-based
lender, which has worked to dig its way out of legal issues
largely tied to its subprime-mortgage subsidiary Residential
Capital so it can repay the $17.2 billion bailout it received
during the financial crisis.

To boost its capital levels and move ahead on those plans, Ally
said in August it would raise about $1 billion by selling common
stock through a private placement involving about a dozen
investors, the report related.  Ally said on Nov. 15 that it
boosted the amount of shares sold to investors by 50,000,
increasing the amount of money it expects to raise to $1.3 billion
from the $1 billion it originally planned to make.

Assuming it gained the green light from the Fed, Ally said, it
would buy back $5.9 billion of preferred shares owned by the U.S.
Treasury Department, the report said.

Ally plans to complete those transactions in the "coming days,"
the company said in a statement dated Nov. 15, the report further
related.  By repurchasing the shares from Treasury, Ally said, it
will have repaid $12.3 billion to taxpayers. Treasury's stake in
the company is expected to fall to about 65% from 74% as a result
of the transactions.

                        About Ally Financial

Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/--
is one of the world's largest automotive financial services
companies.  The Company offers a full suite of automotive
financing products and services in key markets around the world.
Ally's other business units include mortgage operations and
commercial finance, and the company's subsidiary, Ally Bank,
offers online retail banking products.  Ally operates as a bank
holding company.

GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3 percent stake.  Private equity firm Cerberus
Capital Management LP keeps 14.9 percent, while General Motors Co.
owns 6.7 percent.

Ally Financial Inc. reported net income of $1.19 billion for the
year ended Dec. 31, 2012, as compared with a net loss of $157
million during the prior year.


AM GENERAL: S&P Puts 'B' Corp. Credit Rating on Watch Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'B' corporate credit rating, on U.S.-based AM General LLC on
CreditWatch with negative implications.

The CreditWatch placement is a result of AM General's weaker-than-
expected liquidity profile following the release of third-quarter
financials (which are not public).  "Free cash flow generation has
been weaker than we expected, which has resulted in lower-than-
expected cash balances," said credit analyst Chris Mooney.  In
addition, covenant cushion is less than the 10% threshold
associated with an "adequate" liquidity designation under S&P's
criteria.

S&P plans to resolve the CreditWatch following discussions with
management regarding prospects for future cash generation and
near-term demand for aftermarket services and new Humvees from
international customers.  S&P will likely lower the rating if it
assess liquidity as "less than adequate" or "weak" and/or S&P
assess the overall financial risk profile as "highly leveraged"
compared to its current assessment of "aggressive."


AMBIENT CORP: Posts $3.36-Mil. Net Loss in Q3 Ended Sept. 30
------------------------------------------------------------
Ambient Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $3.36 million on $3.5 million of total revenue for the three
months ended Sept. 30, 2013, compared to a net loss of $2.44
million on $10.04 million of total revenue for the same period
last year.

The Company's balance sheet at Sept. 30, 2013, showed
$7.47 million in total assets, $3.48 million in total liabilities,
and stockholders' equity of $3.99 million.

The Company had a net loss of $11.8 million and negative cash
flows from operations of $8.7 million for the nine months ended
September 30, 2013. At September 30, 2013, the Company had working
capital of $2.9 million, including cash and cash equivalents of
$4.6 million.  These factors raise substantial doubt about the
Company's ability to continue as a going concern.

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

                        http://is.gd/KaTZUr

                     About Ambient Corporation

Ambient -- http://www.ambientcorp.com-- designs, develops and
sells the Ambient Smart Grid (R) communications platform.  The
Ambient Smart Grid products and services include communications
nodes; a network management system, AmbientNMS (R); integrated
applications; and maintenance and consulting services.


AMC NETWORKS: Moody's Assigns Ba1 CFR & Rates Secured Debt Ba1
--------------------------------------------------------------
Moody's Investors Service assigned Ba1 ratings to AMC Networks
Inc.'s (Ba3 CFR, positive outlook) proposed senior secured credit
facilities, which include a $1.48 billion term loan due 2019 and a
$500 million revolving credit facility due 2018. Proceeds from the
credit facilities, along with balance sheet cash, will be used to
fund the $1 billion acquisition of Chellomedia from Liberty Global
plc (Ba3 CFR, Liberty Global plc's outlook is stable) and to
refinance the company's existing $880 million senior secured term
loan. Ratings on the existing credit facility will be withdrawn
when the transaction closes. All other ratings remain unchanged,
including the Ba3 CFR and Ba3-PD (Probability of Default Rating).
The rating outlook is positive.

The refinancing transaction favorably impacts the company's debt
maturity profile as it extends the maturities of the revolver and
term loan to 2018 and 2019 respectively. Total debt will increase
by $600 million, and there are no other material changes to the
prior credit facility terms including the guarantee and collateral
package or financial maintenance covenants. Moody's has stated
earlier that although the proposed acquisition of Chellomedia will
increase absolute debt levels and elevate debt to EBITDA leverage
by a turn, AMC has sufficient capacity within the current Ba3
rating to absorb this incremental debt. Despite negative credit
metric implications of the deal, Moody's believes that the
acquisition will positively impact AMC's business profile by
increasing global presence and diversifying revenue streams.
Moody's also anticipates the company using free cash flows to
reduce debt and leverage over the coming years.

The B1 rating for the existing $1.3 billion senior unsecured notes
reflects their structural and effective subordination to the
senior secured credit facilities. As a result of the $600 million
increase in secured debt claims and a shift in capital mix, the
rating on the senior unsecured bonds would move to B2 from B1
based on Moody's loss given default methodology. However, Moody's
expects that the amount and percent of senior ranking secured debt
residing within the capital structure will decline over the near-
term, as the company continues to reduce debt via mandatory and
voluntary repayment of the term loan. As a result, Moody's is
utilizing its one notch model override discretion to maintain the
senior unsecured note ratings at B1 and avoid potential rating
volatility in the near term. Moody's also updated the loss given
default assessments to reflect the pro forma debt structure.

The following is a summary of rating actions:

Issuer: AMC Networks, Inc.

$1.48 billion Sr. Secured Term Loan, Assigned Ba1 (LGD2, 26%)

$500 million Sr. Secured Revolving Credit Facility, Assigned Ba1
(LGD2, 26%)

$700 million Sr. Unsecured Notes due 2021, changed to B1 (LGD5,
81%) from B1 (LGD5, 76%)

$600 million Sr. Unsecured Notes due 2022, changed to B1 (LGD5,
81%) from B1 (LGD5, 76%)

Rating Rationale:

AMC's Ba3 Corporate Family Rating reflects the company's positive
and reliable free cash flow generation, aided by the contractual
nature of over 50% of the company's revenue which is generated by
carriage fees from pay TV providers. The rating is also impacted
by AMC's relatively high leverage. Pro forma leverage for the
transaction (incorporating Moody's standard adjustments and
incremental debt and EBITDA associated with the Chellomedia
acquisition) is in the 4.7x-5.0x range as of 9/30/13. Moody's
anticipates that the company will use free cash flow to pay down
debt, and Moody's expects leverage will decline to under 4.0x
within around 18 to 24 months. The rating incorporates the risk
associated with customer and revenue concentration (approximately
50% from its AMC Network), though the acquisition should reduce
such reliance, and a highly competitive environment in which
programming drives viewership and advertising revenues. It is also
somewhat impacted by event risk concerns as the company's
controlling owner, the Dolan family, has historically been
comfortable with leveraging and transformative events. These risks
remain balanced, however, by the company's desirable and well
distributed cable networks which Moody's estimates could draw
interest from strategic buyers in the double digit multiple range.
The company also has a strong liquidity profile, as Moody's
projects that it will generate over $200 million of annual free
cash flow on average over the intermediate-term and will maintain
a largely undrawn revolver of $500 million.

The positive rating outlook reflects Moody's expectation for
continued strong operating performance of the core networks (AMC,
WE tv, IFC and Sundance Channel), and that strong free cash flow
generation in addition to a portion of expected litigation
settlement proceeds are used to repay debt. Moody's anticipates
the company will materially reduce leverage over the next 18-24
months and continue to maintain a solid liquidity profile.

An upgrade of the company's CFR could occur if management
demonstrated and made a commitment to a less volatile and more
fiscally conservative capital structure on a sustained basis. The
rating could be upgraded if debt-to-EBITDA leverage is sustained
at or below 3.5x.

The outlook would be changed to stable or negative, or the rating
could be downgraded if management applies cash to fund returns to
equity investors instead of reducing leverage. In addition, a view
that values were materially diminishing for cable networks and/or
any potential damage to the AMC brand, in particular, or a more
constrained liquidity profile, could also put downward pressure on
the company's ratings.

With its headquarters in New York, New York, AMC Networks, Inc.
supplies television programming to cable, direct broadcast
satellite and telecommunications service providers throughout the
United States. The company predominantly operates four
entertainment programming networks - AMC, WE tv, IFC and Sundance
Channel.


AMC NETWORKS: S&P Raises CCR to 'BB' & Removes Rating From Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on New York-based cable network operator AMC Networks Inc.
to 'BB' from 'BB-', and removed all the ratings from CreditWatch,
where it was placed with positive implications on Oct. 28, 2013.
The outlook is stable.

At the same time, S&P raised its issue-level rating on the
company's senior unsecured debt to 'BB' from 'BB-'.  The recovery
rating on this debt remains '3', indicating S&P's expectations for
meaningful (50% to 70%) recovery in the event of a payment
default.

Finally, S&P is assigning the company's proposed amended and
restated senior secured credit facility its 'BBB-' issue-level
rating, with a recovery rating of '1' (90% to 100% recovery
expectation).  The new facility will consist of a $500 million
revolving credit facility due 2018 and a $1.48 billion term loan A
due 2019. $600 million of the term loan A will be unfunded at time
of closing, and will be drawn in 2014 to partially finance the
acquisition of Chellomedia.  S&P will withdraw its ratings on the
existing senior secured credit facility when the transaction
closes.

The ratings upgrade reflects S&P's assessment that AMC Network's
business risk profile will improve with the proposed acquisition
of Chellomedia.  That acquisition will bring both a significant
international cable network platform, which AMC has historically
lacked, and diversification away from its dependence on AMC
Network, its highly successful U.S. flagship cable network.  In
addition, the upgrade reflects our expectation that, while
leverage will increase temporarily from the acquisition to the
high-4x area, the company will reduce leverage to about 4x by the
end of 2014 and to under 4x in 2015.

The rating on AMC Networks Inc. reflects the company's
"satisfactory" business risk profile and "significant" financial
risk profile, according to S&P's criteria.  S&P's business risk
assessment is based on the following factors:

   -- The company's dependence on a single global cable network -
      AMC -- as the largest individual network contributor to its
      revenue and cash flow;

   -- Its three smaller domestic cable networks, which generate a
      growing but smaller proportion of revenue and cash flow;

   -- Its international cable network portfolio, pro forma for the
      proposed Chellomedia acquisition, which diversifies the
      company's revenue base and provides opportunities to
      leverage its growing original programming slate;

   -- The trend of declining cable network audience ratings across
      the cable network sector (though AMC Networks has gone
      against this trend so far);

   -- Stable affiliate fees, that S&P estimates will comprise
      three-quarters of consolidated revenues, and that it expects
      will continue rising steadily; and

   -- Healthy EBITDA margin though somewhat lower than its peers
      due to lower international segment margin.


AMERICAN AIRLINES: To List AMR-US Airways Common Stock on NASDAQ
----------------------------------------------------------------
AMR Corporation, whose principal operating subsidiary is American
Airlines, Inc., and US Airways Group, Inc. on Nov. 15 disclosed
that they have applied to list the common stock of the combined
company on the NASDAQ Global Select Market.  Upon closing of the
merger and AMR's emergence from Chapter 11, the combined company
will be renamed American Airlines Group Inc. and will use the
ticker symbol "AAL."  Additionally, the common stock of both US
Airways Group, Inc. and AMR Corporation will be cancelled and
shareholders will receive equity interests in American Airlines
Group Inc. per the terms of the Merger Agreement and Plan of
Reorganization.

"[Fri]day we moved another step closer in our preparations to
launch the new American Airlines.  NASDAQ offers a most advanced
trading platform driven by innovation and efficiency -- qualities
that complement the new American," said Tom Horton, AMR's
chairman, president and CEO, and incoming chairman of the board of
the new American Airlines.

"We are very excited about the listing of our shares on the NASDAQ
Global Select Market," said Doug Parker, chairman and CEO, US
Airways, and incoming CEO of the new American Airlines.  "The
combined airline will have a strong financial foundation and is
poised to deliver significant value to shareholders as a result of
its robust global network.  We are excited about what's ahead for
the new American and what we will be able to deliver for our
investors, customers, employees and other stakeholders."

"NASDAQ congratulates American Airlines and US Airways on their
pending merger, which will solidify the company's presence as a
premier global airline," said Bob Greifeld, CEO of NASDAQ OMX.
"We are pleased to have the new American Airlines call NASDAQ home
and we look forward to celebrating many milestones with the
company and its shareholders in the years to come."

Completion of the merger remains subject to approval by the U.S.
Bankruptcy Court and certain other conditions.  The companies
expect to complete the merger in December 2013, assuming such
approval is given and other conditions are met.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.

AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on $18.02 billion
of total operating revenues for the nine months ended Sept. 30,
2011.  AMR recorded a net loss of $471 million in the year 2010, a
net loss of $1.5 billion in 2009, and a net loss of $2.1 billion
in 2008.

AMR's balance sheet at Sept. 30, 2011, showed $24.72 billion
in total assets, $29.55 billion in total liabilities, and a
$4.83 billion stockholders' deficit.

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

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

Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by AMR Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN AIRLINES: APFA Remembers November 1993 Strike
------------------------------------------------------
Twenty years ago on Nov. 18, the Association of Professional
Flight Attendants organized the last successful strike in the
airline industry and in doing so brought American Airlines to its
knees or four days in November of 1993, while flight attendants of
what was then one of the country's largest carriers picketed at
airports, American's flights departed without any passengers on
board.  It took President Clinton's intervention to bring an end
to the job action.

"Labor relations were toxic back then," recalls APFA President
Laura Glading.  "There will always be some conflicts, but we've
found more effective ways to resolve them."

During the strike, APFA chose a unique path to reach the best
possible outcome.  Twenty years later, facing the very different
challenges of bankruptcy, APFA blazed a trail that Chapter 11 had
never seen before.  In April of 2012, four months after American
declared bankruptcy, APFA negotiated a conditional labor agreement
with another airline's management.  This was the very first step
towards a merger inside of bankruptcy.  The deal with US Airways
will soon transform American from a floundering second-tier
airline to a network carrier capable of competing with United and
Delta.  APFA members are looking forward to the end of a turbulent
20 years at their company.

In addition to the '93 strike and the unprecedented strategy
employed during American's Chapter 11 bankruptcy, APFA has been on
the leading edge of alternative dispute resolution for years.
Said Glading, "Our strike changed the way the RLA is enforced.
Nobody has had the ability to strike since, so we've had to get
creative.  Flight attendants can't afford to lose out on
compensation while management drags their heels in bargaining
. . . so we changed the process."  For instance, APFA members are
looking forward to expedited negotiations and interest arbitration
to help them achieve an industry-leading contract following the
finalization of the merger.

                          About APFA

Founded in 1977, the Association of Professional Flight Attendants
(APFA) is the largest independent Flight Attendant union in the
nation.  It represents the 16,000 Flight Attendants at American
Airlines.  APFA had been in negotiations with American for almost
four years when the carrier filed for Chapter 11 bankruptcy
protection on November 29, 2011. Four months later, APFA announced
a conditional labor agreement with US Airways management -- the
first step towards completing an unprecedented merger inside of
bankruptcy.  The merger is scheduled for completion in early
December of 2013.  Laura Glading, a 35-year flight attendant, is
serving her second four-year term as president of the union.

                     About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.

AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on $18.02 billion
of total operating revenues for the nine months ended Sept. 30,
2011.  AMR recorded a net loss of $471 million in the year 2010, a
net loss of $1.5 billion in 2009, and a net loss of $2.1 billion
in 2008.

AMR's balance sheet at Sept. 30, 2011, showed $24.72 billion
in total assets, $29.55 billion in total liabilities, and a
$4.83 billion stockholders' deficit.

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

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

Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by AMR Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN MEDIA: S&P Cuts Corp Credit Rating to SD on Debt Exchange
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Boca Raton, Fla.-based American Media Inc. to 'SD' from
'CCC+'.

In addition, S&P lowered the issue-level rating on the 13.5%
second-lien notes due 2018 to 'D' from 'CCC-'.

At the same time, S&P revised its recovery rating on American
Media's 11.5% first-lien notes due 2017 to '3' from '4'.  The '3'
recovery rating indicates S&P's expectation for meaningful
(50% to 70%) recovery for lenders in the event of a payment
default.  The 'CCC+' issue-level rating on this debt is affirmed.

The recovery rating revision reflects S&P's expectation for
slightly better recovery prospects, given initial progress in
growing digital advertising and slightly less first-lien debt in
S&P's simulated default scenario.

The ratings downgrade follows the company's exchange of
$94.3 million of its $104.9 million 13.5% second-lien cash-pay
notes due 2018 for $94.3 million 10% second-lien notes due 2018,
which are payable in kind until Dec. 15, 2016, and then revert
back to their original 13.5% cash interest pay terms until
maturity in 2018.  S&P views the exchange as tantamount to a
default due to the changing of the payment terms.  In conjunction
with the transaction, the company has agreed to use the
$12.7 million that it would have paid in annual interest on its
second-lien notes to repurchase its first-lien notes.

It is S&P's expectation that it will raise the corporate credit
rating over the near term to its previous 'CCC+' level, reflecting
its belief that the company's current highly leveraged capital
structure is unsustainable over the medium term, given the
accretion of the second-lien notes and its expectation that
continued declines in circulation and volatility in advertising
revenue will result in deteriorating operating performance and
rising debt leverage.  Still, S&P acknowledges that the
transaction reduces cash interest expense by roughly 23% and will
enhance the company's ability to maintain an adequate margin of
compliance over the near term with its senior leverage covenant
under its revolving credit agreement through the prepayment of
first-lien debt, which may help offset potential declines in
operating performance.


AMERICAN REALTY: Files Amended Schedules of Assets and Debts
------------------------------------------------------------
American Realty Trust filed with the U.S. Bankruptcy Court for the
Northern District of Texas its amended schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property
  B. Personal Property        $89,800,000.00
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims
  E. Creditors Holding
     Unsecured Priority
     Claims
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                    $85,336,886.61
                              --------------  ---------------
        TOTAL                 $85,336,886.61   $89,800,000.00

A full-text copy of American Realty Trust's amended schedules may
be accessed for free at http://is.gd/E98CGf

                     About American Realty Trust

Dallas, Texas-based American Realty Trust, Inc., is a subsidiary
of the real estate giant American Realty Investors Inc.  Coping
with a $73 million legal judgment from an apartment purchase that
collapsed more than a decade ago, American Realty Trust, Inc.,
filed for Chapter 11 protection (Bankr. D. Nev. Case No. 12-10883)
in Las Vegas on Jan. 26, 2012.  The case was later dismissed on
Aug. 1, 2012, by Judge Mike K. Nakagawa.

Creditors David M. Clapper, Atlantic XIII, LLC, and Atlantic
Midwest, LLC -- Clapper Parties -- sought the dismissal, citing,
among other things, the Debtor has been stripped off of its assets
prepetition and its ownership structure changed 10 days before the
bankruptcy filing in an admitted effort to avoid disclosures to
the Securities and Exchange Commission.

American Realty Trust then filed for Chapter 11 protection (Bankr.
N.D. Ga. Case No. 12-71453) on Aug. 29, 2012, with Bankruptcy
Judge Barbara Ellis-Monro presiding over the case.  The case was
later transferred from Atlanta to Dallas (Bankr. N.D. Tex. Case
No. 13-30891) effective Feb. 22, 2013, at the behest of the
Clapper Parties.  The Clapper Parties, who won a $72 million
judgment against the Debtor, again has sought to move the case to
Forth Worth and reassign the case to Judge Russell Nelms on
grounds that Judge Nelms has experience with the parties and the
issues raised in the dismissal motion filed by the Atlantic
Parties.

The Debtor has scheduled assets totaling $79,954,551, comprised
of (i) real property valued at $87,884; (ii) equity interests in
affiliated entities of an unknown value; and (iii) litigation
claims valued at $79,866,667.  The Debtor has scheduled
liabilities totaling $85,347,587.95, comprised of: (i) $10,437.73
in unsecured priority tax claims; and (ii) unsecured non-priority
claims of $85,336,886.61 (of which at least $77,164,701.14 are
contested litigation claims against the Debtor).

The Bankruptcy Court authorized the Debtor to employ Gerrit M.
Pronske, Esq., and Pronske & Patel, P.C. as counsel.


ANACOR PHARMACEUTICALS: Incurs $16.8 Million Net Loss in Q3
-----------------------------------------------------------
Anacor Pharmaceuticals, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $16.81 million on $3.61 million of total revenues for
the three months ended Sept. 30, 2013, as compared with a net loss
of $14.44 million on $2.47 million of total revenues for the same
period during the prior year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $45.98 million on $8.74 million of total revenues as
compared with a net loss of $43.61 million on $7.45 million of
total revenues for the same period last year.

The Company's balance sheet at Sept. 30, 2013, showed $44.88
million in total assets, $52.15 million in total liabilities,
$4.95 million in redeemable common stock and a $12.22 million
total stockholders' deficit.

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

                        http://is.gd/nRJcG2

                   About Anacor Pharmaceuticals

Palo Alto, Calif.-based Anacor Pharmaceuticals (NASDAQ: ANAC) is a
biopharmaceutical company focused on discovering, developing and
commercializing novel small-molecule therapeutics derived from its
boron chemistry platform.  Anacor has discovered eight compounds
that are currently in development.  Its two lead product
candidates are topically administered dermatologic compounds -
tavaborole, an antifungal for the treatment of onychomycosis, and
AN2728, an anti-inflammatory PDE-4 inhibitor for the treatment of
atopic dermatitis and psoriasis.

As reported in the TCR on Mar 25, 2013, Ernst & Young LLP, in
Redwood City, California, in its report on the Company's financial
statements for the year ended Dec. 31, 2012, expressed substantial
doubt about the Company's ability to continue as a going concern,
citing the Company's recurring losses from operations and its need
for additional capital.


AOXING PHARMACEUTICAL: Has $2.35-Mil. Loss in Q3 Ended Sept. 30
---------------------------------------------------------------
Aoxing Pharmaceutical Company, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q, reporting a net loss of $2.35 million on $3.58 million of
sales for the three months ended Sept. 30, 2013, compared to a net
loss of $448,516 on $2.6 million of sales for the same period last
year.

The Company's balance sheet at Sept. 30, 2013, showed $37.65
million in total assets, $35.4 million in total liabilities, and
stockholders' equity of $2.26 million.

The Company incurred a net loss of $2,350,974 and had $2,226,298
negative cash flow from operations during the three months ended
September 30, 2013. As of September 30, 2013, the Company?s
current liabilities exceeded its current assets by $23,688,749.
The Company had cash and cash equivalents of $1,543,502 as of
September 30, 2013. The Company?s ability to continue as a going
concern is dependent on many events outside of its direct control,
including, among other things, the amount of working capital that
the Company has available.

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

                        http://is.gd/75vBPS

                About Aoxing Pharmaceutical Company

Aoxing Pharmaceutical Company, Inc. -- http://www.aoxingpharma.com
-- is a US incorporated specialty pharmaceutical company with its
operations in China, specializing in research, development,
manufacturing and distribution of a variety of narcotics and pain-
management products.  Headquartered in Shijiazhuang City, outside
Beijing, Aoxing Pharma has the largest and most advanced
manufacturing facility in China for highly regulated narcotic
medicines.  Its facility is one of the few GMP facilities licensed
for the manufacture of narcotic medicines by the China State Food
and Drug Administration (SFDA).  Aoxing Pharma has a joint venture
collaboration with Johnson Matthey Plc to produce and market
narcotics and neurological drugs in China.


ASR CONSTRUCTORS: UST Says Rodgers Anderson Not Disinterested
-------------------------------------------------------------
Peter C. Anderson, the United States Trustee for Region 16, has
issues with ASR Constructors, Inc.'s proposal to hire Rodgers,
Anderson, Malody & Scott LLP CPAs as accountant.

The employment application states the firm is owed $40,126 for
prepetition services.  The U.S. Trustee says that because the firm
is a prepetition creditor, it is not disinterested and is
ineligible to be employed by the estate.

The U.S. Trustee points out that 11 U.S.C. Sec. 327(a) requires
that professionals employed by a debtor must be "disinterested
persons."  Pursuant to 11 U.S.C. Sec. 101(14)(A), a "disinterested
person" is, among other things, "a person that . . . is not a
creditor."

The U.S. Trustee says the Court should deny the employment
application with prejudice unless (i) the firm establishes the
amount of its prepetition debt; and (ii) waives its prepetition
claims.

As reported in the Oct. 24, 2013 edition of the TCR, ASR is hiring
the firm to:

   (a) prepare the Debtor's annual federal and state income tax
       returns and if necessary, assist the Debtor in resolution
       of tax matters;

   (b) assist the Debtor in the preparation of quarterly financial
       statements as necessary in the ordinary course of the
       Debtor's financial affairs;

   (c) provide the Debtor with accounting consulting services as
       necessary in the ordinary course of the Debtor's financial
       affairs; and

   (d) perform any and all other accounting, tax and business
       advice and services incident and necessary as the Debtor
       may require of the Firm in ordinary course of the Debtor's
       financial affairs.

The Debtor proposes to pay the firm at these hourly rates:

       Matthew Wilson                $240
       Jenny Liu                     $200
       Maya Ivanova                  $145
       Daniel Turner                 $100

A hearing is slated for Nov. 19, 2013 at 2:00 p.m.

                      About ASR Constructors

ASR Constructors, Inc., filed a Chapter 11 petition (Bankr. C.D.
Cal. Case No. 13-25794) on Sept. 20, 2013.  The petition was
signed by Alan Regotti as president.  The Debtor estimated assets
and debts of at least $10 million.  Judge Mark D. Houle presides
over the case.  James C Bastian, Jr., Esq., at Shulman Hodges &
Bastian, LLP, serves as the Debtor's counsel.


ASR CONSTRUCTORS: UST Opposes Younger's Dual Representation
-----------------------------------------------------------
Peter C. Anderson, the United States Trustee for Region 16, asks
the Bankruptcy Court to deny ASR Constructors, Inc.'s application
to hire Younger & Associates as special counsel with prejudice
unless (i) the firm demonstrates it holds no interest adverse to
the estate; and (ii) the firm agrees to seek approval of all
future fees through regularly noticed interim fee applications.

As reported in the Oct. 24, 2013 edition of the TCR, the Debtor is
hiring Younger & Associates as its special litigation counsel to
represent it in certain state court actions.  The Debtor proposes
to pay the firm based on its blended billing rate of $235.

The U.S. Trustee points out that the firm is a prepetition
creditor as, according to the employment application, the firm is
owed $47,691 for prepetition services.  Thus, according to the
U.S. Trustee, the firm should amend its application to disclose
additional facts concerning its prior representation and
prepetition claim so that other creditors and parties can
determine whether the firm possesses any economic interest that
would tend to diminish the value of the bankruptcy estate.

The U.S. Trustee also notes that the firm's dual representation of
the Debtor and its principals constitutes a conflict of interest.
Among other cases, the firm proposes to represent the Debtor in
litigation entitled Carpenters Southwest Administrative
Corporation and the Board of Trustees for the Carpenters Southwest
Trusts v. ASR Constructors, Inc., Alan Lee Regotti, Stacey Deanne
Regotti, David Charles Thompson, Patricia Ann Berry and
Contractors State License Board, pending before the United States
District Court, Central District of California, Western Division
(Los Angeles), Case No. 5:13-cv-00226-JGB-SP.  The firm represents
all of the defendants in that litigation.

A hearing is slated for Nov. 19, 2013 at 2:00 p.m.

                      About ASR Constructors

ASR Constructors, Inc., filed a Chapter 11 petition (Bankr. C.D.
Cal. Case No. 13-25794) on Sept. 20, 2013.  The petition was
signed by Alan Regotti as president.  The Debtor estimated assets
and debts of at least $10 million.  Judge Mark D. Houle presides
over the case.  James C Bastian, Jr., Esq., at Shulman Hodges &
Bastian, LLP, serves as the Debtor's counsel.


ASSURED PHARMACY: Posts $837K Net Loss for Sept. 30 Quarter
-----------------------------------------------------------
Assured Pharmacy, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $837,305 on $926,551 of sales for the three months
ended Sept. 30, 2013, compared to a net loss of $1.4 million on
$1.49 million of revenues for the same period last year.

The Company's balance sheet at Sept. 30, 2013, showed
$1.18 million in total assets, $10.57 in total liabilities, and a
stockholders' deficit of $9.4 million.

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

                        http://is.gd/nKizry

                       About Assured Pharmacy

Headquartered in Frisco, Texas, Assured Pharmacy, Inc., is engaged
in the business of establishing and operating pharmacies that
specialize in dispensing highly regulated pain medication for
chronic pain management.

The Company was organized as a Nevada corporation on Oct. 22,
1999, under the name Surforama.com, Inc., and previously operated
under the name eRXSYS, Inc.  The Company changed its name to
Assured Pharmacy, Inc., in October 2005.

Assured Pharmacy disclosed a net loss attributable to the Company
of $4 million on $14.14 million of sales for the year ended
Dec. 31, 2012, as compared with a net loss attributable to the
Company of $3.27 million on $16.44 million of sales in 2011.

BDO USA, LLP, in Dallas, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has suffered recurring losses from operations and has
a net capital deficiency that raise substantial doubt about its
ability to continue as a going concern.

The Company's balance sheet at June 30, 2013, showed $1.12 million
in total assets, $10.02 million in total liabilities and a $8.90
million stockholders' deficit.

                         Bankruptcy Warning

"We are attempting to extend the maturity date of all outstanding
debt securities due in the years 2012 and 2013, but can provide no
assurance that the holders of such securities will agree to extend
the maturity date on these securities on acceptable terms.  We are
also discussing the possibility of these debt holders converting
the securities into equity.  If our debt holders choose not to
convert certain of these securities into equity, we will need to
repay such debt, or reach an agreement with the debt holders to
extend the terms thereof.  If we are forced to repay the debt,
this need for funds would have a material adverse impact on our
business operations, financial condition and prospects, would
threaten our ability to operate as a going concern and may force
us to seek bankruptcy protection," the Company said in the
quarterly report for the period ended June 30, 2013.


ATLANTIC COAST: Files Form 10-Q, Incurs $929,000 Net Loss in Q3
---------------------------------------------------------------
Atlantic Coast Financial Corporation filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing a net loss of $929,000 on $7.01 million of total
interest and dividend income for the three months ended Sept. 30,
2013, as compared with a net loss of $1.66 million on $8.21
million of total interest and dividend income for the same period
during the prior year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $4.52 million on $21.93 million of total interest and
dividend income as compared with a net loss of $6.37 million on
$25.58 million of total interest and dividend income for the same
period a year ago.

As of Sept. 30, 2013, Atlantic Coast had $714.11 million in total
assets, $684.23 million in total liabilities and $29.87 million in
total stockholders' equity.

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

                        http://is.gd/pYcK2Z

                          Amends Form S-1

The Company amended its registration statement on Form S-1
relating to the offering by the Company of $42 million of its
common stock, par value $0.01 per share.  The Company's common
stock is listed on the Nasdaq Global Market under the symbol
"ACFC."  On Nov. 5, 2013, the last reported sale price for the
Company's common stock was $3.80 per share.  A copy of the Form
S-1/A is available for free at http://is.gd/HcwdO0

                       About Atlantic Coast

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

The Company reported a net loss of $6.66 million on $33.50 million
of total interest and dividend income for the year ended Dec. 31,
2012, as compared with a net loss of $10.28 million on $38.28
million of total interest and dividend income in 2011.  Total
assets were $714.1 million at Sept. 30, 2013, compared
with $772.6 million at Dec. 31, 2012, as the Company has
continued to manage asset size consistent with its overall
capital management strategy.

McGladrey LLP, in Jacksonville, Florida, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that the
Company has suffered recurring losses from operations that have
adversely impacted capital at Atlantic Coast Bank.  The failure to
comply with the regulatory consent order may result in Atlantic
Coast Bank being deemed undercapitalized for purposes of the
consent order and additional corrective actions being imposed that
could adversely impact the Company's operations.  This raises
substantial doubt about the Company's ability to continue as a
going concern.


ATLS ACQUISITION: Exclusivity Until January Subject to Conditions
-----------------------------------------------------------------
ATLS Acquisition, LLC, et al., obtained a (i) 91-day extension
through and including Jan. 23, 2014, of the exclusive period to
propose a Chapter 11 plan, and a (ii) a 120-day extension through
March 25, 2014, of the exclusive period to solicit acceptances of
the plan.

Judge Peter J. Walsh ruled that nothing in the extension order
will prejudice the right of the statutory committee of unsecured
creditors to seek termination of exclusivity on an expedited basis
if there are materially negative operational or financial issues,
or the Debtors' rights to oppose any such relief.

If the Debtors fail to comply with certain conditions as agreed to
between the Debtors and the Committee, upon the request of the
Committee, the Court will conduct a hearing on Dec. 18, 2013, at
9:30 a.m. as to whether the exclusive periods should continue
beyond Dec. 18, 2013.

                       About Liberty Medical

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

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

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

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


AXION INTERNATIONAL: Borrows $1 Million From MLTM and Samuel Rose
-----------------------------------------------------------------
MLTM Lending, LLC, and Samuel Rose each loaned Axion International
Holdings, Inc., an aggregate principal amount of $1,000,000, and
in consideration of those loans, the Company issued its secured
promissory notes to MLTM and Rose, each of which will be exchanged
by the Company on a future date, when the authorized shares of
capital stock of the Company are available, for one of the
Company's 8.0 percent convertible promissory notes which will be
initially convertible into shares of the Company's common stock,
no par value, at a conversion price equal to $0.40 per share of
Common Stock, subject to adjustment on the terms provided therein,
and associated warrants to purchase the number of shares of Common
Stock into which the Convertible Note is initially convertible,
subject to adjustment as provided on the terms of the Warrants.

The Secured Notes are secured by a security interest and lien in
all of the assets of the Company and Axion International, Inc., a
Delaware corporation and wholly-owned subsidiary of the Company,
pursuant to the Security Agreement dated as of Aug. 24, 2012.

The Secured Notes, including all outstanding principal and accrued
and unpaid interest, are due and payable on the earlier of
Nov. 29, 2013, or upon the occurrence of an Event of Default.  The
Company may prepay the Secured Notes, in whole or in part, upon
five calendar days prior written notice to the holders thereof.
Interest accrues on the Secured Notes at a rate of 8.0 percent per
annum, payable in arrears on the date the Secured Notes are repaid
or prepaid in full.

                        Conference Call Held

AXION International held a conference call on Thursday, Nov. 14,
2013, to review financial results for its third quarter ended
Sept. 30, 2013.

A live webcast and archive of the call will also be available on
the Investor Relations section of AXION's Web site at:
http://axionintl.equisolvewebcast.com/q3-2013

                      About Axion International

New Providence, N.J.-based Axion International Holdings, Inc. (OTC
BB: AXIH) - http://www.axionintl.com/-- is the exclusive licensee
of patented and patent-pending technologies developed for the
production of structural plastic products such as railroad
crossties, pilings, I-beams, T-Beams, and various size boards
including a tongue and groove design that are utilized in multiple
engineered design solutions such as rail track, rail and tank
bridges (heavy load), pedestrian/park and recreation bridges,
marinas, boardwalks and bulk heading to name a few.

RBSM LLP, in New York, the auditor, issued a going concern
qualification each in the Company's financial statements for the
years ended Dec. 31, 2010, and 2011.  RBSM LLP noted that the
Company has incurred significant operating losses in current year
and also in the past.  These factors, among others, raise
substantial doubt about the Company's ability to continue as a
going concern, it said.

Axion International reported a net loss of $9.93 for the 12 months
ended Dec. 31, 2011, compared with a net loss of $7.10 million for
the 12 months ended Sept. 30, 2010.  The Company's balance sheet
at June 30, 2013, showed $8.66 million in total assets, $10.84
million in total liabilities, $6.33 million in 10 percent
convertible preferred stock, and a $8.52 million total
stockholders' deficit.


BAKERSFIELD GROVE: US Trustee Seeks Case Dismissal or Conversion
----------------------------------------------------------------
Peter C. Anderson, the United States Trustee for Region 16, early
this month filed a motion asking the bankruptcy court to enter an
order dismissing the Chapter 11 bankruptcy case of Bakersfield
Grove Limited, LLC, or converting the case to one under Chapter 7.

The U.S. Trustee is seeking dismissal or conversion for these
reasons:

   (1) The Debtor has failed to file Monthly Operating Reports
       ("MORS") for the months of July, August and September
       2013; and

   (2) The Debtor has not paid U.S. Trustee quarterly fees due and
       owing for the second and third quarters of 2013.

The Debtor is delinquent on payments to the U.S. Trustee for
quarterly fees for the second and third quarters of 2013 in the
total amount of at least $1,961.

                      About Bakersfield Grove

Brea, California-based Bakersfield Grove Limited, LLC, owns real
property at Panam Lane in Bakersfield, Calif.

Bakersfield Grove filed a Chapter 11 petition (Bankr. C.D. Cal.
Case No. 12-13157) on March 12, 2012.  Judge Erithe A. Smith
presides over the case.  Kathy Bazoian Phelps, Esq., at Danning,
Gill, Diamond & Kollitz, LLP.  The petition was signed by Robert
M. Clark, president of managing member.

The Debtor scheduled total assets of $17.4 million and total
liabilities of $20.7 million.

Steven M. Speier, the receiver of the Debtor's assets, is
represented by Jeffrey B. Gardner, Esq., and Laurie Chavez, Esq.,
at Barry, Gardner & Kincannon.


BEAZER HOMES: Incurs $33.8 Million Net Loss in Fiscal 2013
----------------------------------------------------------
Beazer Homes USA, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $33.86 million on $1.28 billion of total revenue for
the year ended Sept. 30, 2013, as compared with a net loss of
$145.32 million on $1 billion of total revenue during the prior
fiscal year.  The Company reported a net loss of $204.85 million
in 2011.

The Company's balance sheet at Sept. 30, 2013, showed $1.98
billion in total assets, $1.74 billion in total liabilities and
$240.55 million in total stockholders' equity.

"As of September 30, 2013, our liquidity position consisted of
$504.5 million in cash and cash equivalents, $150 million of
capacity under our Secured Revolving Credit Facility, plus $49.0
million of restricted cash, of which $22.4 million related to our
cash secured term loan.  We expect to maintain a significant
liquidity position during fiscal 2014, subject to changes in
market conditions that would alter our expectations for land and
land development expenditures or capital market transactions which
could increase or decrease our cash balance on a quarterly basis,"
the Company said in the Report.

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

                        http://is.gd/SvKXew

                         About Beazer Homes

Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/--
headquartered in Atlanta, is one of the country's 10 largest
single-family homebuilders with continuing operations in Arizona,
California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada,
New Jersey, New Mexico, North Carolina, Pennsylvania, South
Carolina, Tennessee, Texas, and Virginia.  Beazer Homes is listed
on the New York Stock Exchange under the ticker symbol "BZH."

                           *     *     *

Beazer carries a 'B-' issuer credit rating, with "negative"
outlook, from Standard & Poor's.

In the Jan. 30, 2013 edition of the TCR, Moody's Investors Service
raised Beazer Homes USA, Inc.'s corporate family rating to 'Caa1'
from 'Caa2' and probability of default rating to 'Caa1-PD' from
'Caa2-PD'.  The ratings upgrade reflects Moody's increasing
confidence that Beazer's credit metrics, buoyed by a stregthening
housing market, will gradually improve for at least the next two
years and that the company may be able to return to a modestly
profitable position as early as fiscal 2014.

As reported by the TCR on Sept. 10, 2012, Fitch Ratings has
upgraded the Issuer Default Rating (IDR) of Beazer Homes USA, Inc.
(NYSE: BZH) to 'B-' from 'CCC'.  The upgrade and the stable
outlook reflect Beazer's operating performance so far this year,
its robust cash position, and moderately better prospects for the
housing sector during the remainder of this year and in 2013.  The
rating is also supported by the company's execution of its
business model, land policies, and geographic diversity.


BELLINGHAM INSURANCE: Squire Sanders Serves as ACB Counsel
----------------------------------------------------------
On June 24, 2013, the US Supreme Court granted certiorari to
consider an appeal of the decision of the Ninth Circuit Court of
Appeals in Executive Benefits Insurance Agency v. Peter H.
Arkison, Trustee, solely in his capacity as Chapter 7 Trustee of
the Estate of Bellingham Insurance Agency, Inc. (Bellingham).  In
Bellingham, interpreting Stern v. Marshall, the Ninth Circuit held
that, notwithstanding a constitutional limitation against entry of
a final judgment by a bankruptcy judge in a fraudulent conveyance
action against a non-creditor, a defendant may nonetheless consent
to entry of a final judgment by a bankruptcy judge.  The
defendant, Executive Benefits Insurance Agency, was found to have
consented by waiving its "personal right" to Article III
adjudication.  This implied consent resulted from the failure of
EBIA to raise the necessary constitutional objection before the
Ninth Circuit.  The Bellingham decision is in direct conflict with
the 2012 decision of the Sixth Circuit Court of Appeals in Waldman
v. Stone, which held that a defendant cannot waive the
constitutional right to Article III adjudication.

Reversal of the Ninth Circuit decision in Bellingham would cause
severe adverse ramifications to the bankruptcy system and likely
also render the Bankruptcy Appellate Panel (BAP) system, used in
five Circuits, unconstitutional.  In collaboration with Professor
Ralph Brubaker of the University of Illinois College of Law and
Latham & Watkins, Squire Sanders is representing The American
College of Bankruptcy (College) in its first-ever amicus brief in
which it supports affirmance of the Bellingham decision.  The
College brief focuses primarily on the history of Supreme Court
jurisprudence concerning Article III adjudication of summary and
plenary matters in bankruptcy, well-recognized and time honored
principles of litigant consent to non-Article III adjudication of
otherwise constitutionally mandated Article III matters and the
practical implications on the bankruptcy system and other non-
Article III tribunals (such as the BAP and US Magistrates) if
litigant consent is not upheld.


BLITZ USA: Plan Designates Trust for Personal Injury Claims
-----------------------------------------------------------
Blitz U.S.A., Inc., et al., together with the Official Committee
of Unsecured Creditors, filed with the U.S. Bankruptcy Court for
the District of Delaware a Disclosure Statement explaining their
Joint Plan of Liquidation dated Nov. 8, 2013.

The Debtors filed the Chapter 11 cases to formulate a uniform
mechanism to address the Blitz Personal Injury Claims.
Accordingly, the principal features of the Plan are the two
trusts:

  (i) a Blitz Personal Injury Trust for the payment of Blitz
      Personal Injury Trust Claims; and

(ii) a Blitz Liquidating Trust, for the benefit of all holders of
      all other Claims against the USA Debtors.

The Plan essentially incorporates two settlements -- (1) the
Insurance Settlement and (2) the BAH Settlement.

The Insurance Settlement provides that Participating Insurers and
the Debtors' primary customer, Wal-Mart, will contribute to
settlement payment to the Blitz PI Trust.  The Participating
Insurers will waive their claims against the Debtors, and Wal-mart
will waive all claims it may have against the Debtors prior to
July 31, 2012.  In addition, Wal-Mart will pay the Debtors $1.54
million in payables.  In addition, pursuant to the Plan terms, all
of the Debtors' rights under the Assigned Blitz Insurance Policies
will be assigned to the Blitz PI Trust.

In exchange for the settlement payments, all Protected Parties
under the Insurance Settlement will upon confirmation of the Plan
be protected by a channeling injunction issued under and pursuant
to Section 105(a) of the Bankruptcy Code.  Protected Parties also
are entitled to indemnification by the Blitz PI Trust to the
extent they are sued for or are adjudged liable for any Blitz
Personal Injury Trust Claim.  The Plan also provides for the
Participating Blitz PI Claimants that serve on the Creditors
Committee to select the Blitz PI Trustee, and members of the Blitz
Personal Injury TAC, all subject to approval by the Bankruptcy
Court.

The BAH Settlement, on the other hand, reflects a resolution of
claims amongst the Debtors, the Creditors Committee, Kinderhook
and Crestwood.  Debtor Blitz Acquisition Holdings or BAH will pay
to the USA Debtors a settlement payment and all Blitz PI Claims
against the BAH Settling Parties will be channeled to the Blitz
Personal Injury Trust.

The Plan designates 6 Claim Classes and Interests -- Class 1
Priority Claims, Class 2 Allowed Secured Claims, Class 3 General
Unsecured Claims, Class 4 Blitz Personal Injury Claims, Class 5
Intercompany Claims, and Class 5 Equity Interests.

General Unsecured Claims will entitled to a pro rata share of
assets after distributions to Administrative Claims, Priority
Claims and Secured Claims.  Intercompany Claims and Interests in
the Debtors will be terminated on the Plan Effective Date.

A full-text copy of the Disclosure Statement dated Nov. 12, 2013,
along with the Plan, is available at:

           http://bankrupt.com/misc/BLITZUSA_dsnov12.PDF

                    Disclosure Statement Hearing

The Plan Proponents will present the Disclosure Statement, and any
changes or modifications, for approval at a hearing before Judge
Peter J. Walsh on Dec. 18, 2013 at 1:30 p.m. prevailing Eastern
Time.

Daniel J. DeFranceschi, Esq., and Michael J. Merchant, Esq. of
Richards, Layton & Finger, P.A., in Wilmington, Delaware, serve as
counsel to Debtors Blitz Acquisition, LLC, Blitz RE Holdings, LLC,
Blitz U.S.A., Inc. and MiamiOK LLC (f/k/a F3 Brands LLC).

Sean M. Beach, Esq. and John Dorsey, Esq., of Young Conaway
Stargatt & Taylor, LLP, in Wilmington, Delaware, serve as counsel
to Debtors LAM 2011 Holdings, LLC and Blitz Acquisition Holdings,
Inc.

Francis A. Monaco, Jr., Esq., and Kevin J. Mangan, Esq., of Womble
Carlyle Sandridge & Rice, LLP, in Wilmington, Delaware, as well
Jeffrey D. Prol, Esq., and Mary E. Seymour, Esq., of Lowenstein
Sandler LLP, in Roseland, New Jersey, serve as counsel to the
Creditors Committee.

                        About Blitz U.S.A.

Blitz U.S.A. Inc., is a Miami, Oklahoma-based manufacturer of
plastic gasoline cans. The company, controlled by Kinderhook
Capital Fund II LP, filed for bankruptcy protection to stanch a
hemorrhage resulting from 36 product-liability lawsuits.

Parent Blitz Acquisition Holdings, Inc., and its affiliates filed
for Chapter 11 protection (Bankr. D. Del. Case Nos. 11-13602 thru
11-13607) on Nov. 9, 2011. The Hon. Peter J. Walsh presides over
the case.

Blitz USA disclosed $36,194,434 in assets and $41,428,577 in
liabilities in its schedules.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger,
represents the Debtors in their restructuring efforts.  Young
Conaway Stargatt & Taylor LLP represents Debtors LAM 2011
Holdings, LLC and Blitz Holdings, Inc.  The Debtors tapped Zolfo
Cooper, LLC, as restructuring advisor; and Kurtzman Carson
Consultants LLC serves as notice and claims agent.
SSG Capital Advisors LLC serves as investment banker.

Lowenstein Sandler PC from Roseland, New Jersey, as well as Womble
Carlyle Sandridge & Rice, LLP, of Wilmington, Delaware, represent
the Official Committee of Unsecured Creditors.

The Chapter 11 case is financed with a $5 million secured loan
from Bank of Oklahoma. Bank of Oklahoma, as DIP agent, is
represented by Samuel S. Ory, Esq., at Frederic Dorwart Lawyers in
Tulsa.

In April 2012, Hopkins Manufacturing Corp. acquired the assets of
Blitz USA's unit, F3 Brands LLC, a major manufacturer of oil
drains, drain pans, lifting aids and automotive ramps. Blitz USA
said in court documents the sale netted the Debtors $14.6 million,
which was applied against secured debt.

Blitz announced in June it would abandon its efforts to reorganize
and instead to shut down operations by the end of July. In
September, the Troubled Company Reporter, citing Sheila Stogsdill
at Tulsa World, reported that the Bankruptcy Court approved a $9.5
million offer from Toronto, Canada-based Scepter Corporation to
purchase Blitz USA, according to Philip Monckton, Scepter's vice
president of sales and marketing. Scepter bought land, equipment
and other assets. Scepter supplies about 20% of the USA market
with gas cans. The report said the sale was to become final on
Sept. 28, 2012.


BLUESTEM BRANDS: Moody's Assigns B2 CFR & Rates $200MM Loan B2
--------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating to
Bluestem Brands, Inc. an online retailer of general merchandise
under two core brands, Fingerhut and Gettington.com. Moody's also
assigned a B2 rating to the company's proposed $200 million first
lien term loan. The rating outlook is stable.

Proceeds from the proposed term loan and balance sheet cash will
be used primarily to fund special dividends to its shareholders
and dividend equivalent bonuses to holders of options for its
stock.

The assigned ratings are subject to the completion of the
transaction and Moody's review of final documentation. This is a
first time public rating for Bluestem.

The following ratings were assigned:

-- Corporate Family Rating at B2;

-- Probability-of-Default Rating at B2-PD;

-- $200 million First Lien Term Loan due 2018 at B2 (LGD4, 51%).

Ratings Rationale:

Bluestem's B2 Corporate Family Rating reflects the company's
modest scale relative to other global rated retailers and the
inherent volatility of revenue and earnings due to the
discretionary nature of Bluestem's products and high credit risk
of its subprime target demographic. The company offers financing
to low to middle income consumers who are more sensitive to
economic downturns and more prone to credit delinquency or
default. Balance sheet debt and leverage will be moderate, with
Moody's pro forma debt/EBITDA (including rent capitalized at 8
times) expected to be below 3.5 times for the year end 2013.
However, Moody's believes that the company's overall risk profile
is significantly increased by its reliance on customer financing
for over 95% of sales, subprime nature of its customers that can
increase volatility of the shared earnings within the portfolio,
the limited number and relatively short relationship with the
receivables sales program's counterparties. Moody's accounts for
this risk by capitalizing the projected pro forma sold receivables
balance using the value of equity at a 5:1 debt/equity ratio,
which would effectively increase pro forma leverage to over 5.0
times.

Balancing these risks are Bluestem's credible position in its
niche category, differentiated business model due integration of
proprietary credit offerings with a broad general merchandise
offering that provides a significant barrier to entry, and
favorable demographics due to the large and underserved target
customer demographic. The company has a sizeable customer database
with significant number of customers making repeat purchases using
Bluestem's proprietary revolving credit lines. The rating is also
supported by the expectation for continued solid growth trends in
online retail spending and for good liquidity, with a sizeable
cash balance, positive cash flow and excess revolver availability
expected to comfortably support seasonal working capital needs,
modest capital spending and debt amortization over the next twelve
months.

The stable rating outlook reflects the expectation for continued
growth in revenue and earnings with excess free cash flow used to
steadily de-lever, and that the company will maintain good
liquidity.

Ratings could be downgraded if revenue or earnings were to
deteriorate due to economic or competitive pressures, more
aggressive financial policies or a material deterioration in
liquidity. Specific metrics include Moody's debt/EBITDA (including
the off-balance sheet receivables financing adjustment) exceeding
5.5 times or EBITA/interest falling below 1.5 times.

Ratings could be upgraded if the company demonstrates profitable
growth, maintains positive free cash flow and uses excess cash to
pay down debt, while significantly diversifying its sources of
customer financing. Specific metrics include Moody's debt/EBITDA
(including the off-balance sheet receivables financing adjustment)
sustained near 4.5 times and EBITA/interest expense above 2.5
times.

The B2 rating assigned to the company's proposed first lien term
loan facility reflects the overall probability of default of the
company, reflected in the B2-PD probability of default rating, and
a loss given default assessment of LGD4, 51%. The term loan has a
first lien position on substantially all assets of the company
other than accounts receivable, inventory and cash on which it
will have a second lien behind the company's $50-$60 million
inventory revolving credit facility. The facility is also secured
by a first lien on the capital stock of the borrower and
guarantors, and 65% of the voting equity interest in foreign
subsidiaries. Guarantors include each of the borrower's material
domestic subsidiaries.

Headquartered in Eden Prairie, MN, Bluestem Brands, Inc. is an
online retailer of general merchandise to low to middle income
consumers, with two core brands, Fingerhut and Gettington.com.
Revenue exceeded $750 million for the twelve months ended Aug. 2,
2013.


BROADWAY FINANCIAL: Has $584,000 Net Income in Sept. 30 Quarter
---------------------------------------------------------------
Broadway Financial Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net income of $584,000 on $3.81 million of total interest income
for the three months ended Sept. 30, 2013, compared to a net loss
of $613,000 on $4.72 million of total interest income for the same
period last year.

The Company's balance sheet at Sept. 30, 2013, showed $345.67
million in total assets, $320.09 million in total liabilities, and
stockholders' equity of $25.58 million.

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

                        http://is.gd/kyi4ba

                     About Broadway Financial

Los Angeles, Calif.-based Broadway Financial Corporation was
incorporated under Delaware law in 1995 for the purpose of
acquiring and holding all of the outstanding capital stock of
Broadway Federal Savings and Loan Association as part of the
Bank's conversion from a federally chartered mutual savings
association to a federally chartered stock savings bank.  In
connection with the conversion, the Bank's name was changed to
Broadway Federal Bank, f.s.b.  The conversion was completed, and
the Bank became a wholly owned subsidiary of the Company, in
January 1996.

The Company is currently regulated by the Board of Governors of
the Federal Reserve System.  The Bank is currently regulated by
the Office of the Comptroller of the Currency and the Federal
Deposit Insurance Corporation.

Broadway Financial disclosed net income of $588,000 on
$19.89 million of total interest income for the year ended
Dec. 31, 2012, as compared with a net loss of $14.25 million on
$25.11 million of total interest income during the prior year.

The Company's balance sheet at June 30, 2013, showed
$345.2 million in total assets, $328.61 million in total
liabilities, and a $16.58 million in total shareholders' equity.

Crowe Horwath LLP, in Sacramento, 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 a tax sharing liability to its consolidated
subsidiary that exceeds its available cash, the Company is in
default under the terms of a $5 million line of credit with
another financial institution lender in which the stock of its
subsidiary bank, Broadway Federal Bank is held as collateral for
the line of credit and the Company and the Bank are both under
formal regulatory agreements.  Furthermore, the Company and the
Bank are not in compliance with these agreements and the Company's
and the Bank's capital plan that was submitted under the
agreements has been preliminarily approved subject to completion
of its recapitalization.  Failure to comply with these agreements
exposes the Company and the Bank to further regulatory sanctions
that may include placing the Bank into receivership.  These
matters raise substantial doubt about the ability of Broadway
Financial Corporation to continue as a going concern.


BROWN MEDICAL: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Brown Medical Center, Inc., filed with the U.S. Bankruptcy Court
for the Southern District of Texas its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                      0.00
  B. Personal Property        $13,807,746.62
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                             $4,938,563.84
  E. Creditors Holding
     Unsecured Priority
     Claims                                        283,546.55
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                     22,494,058.42
                              --------------    -------------
        TOTAL                 $13,807,746.62   $27,716,168.81

A full-text copy of Brown Medical's schedules may be accessed for
free at http://is.gd/KzCcFD

Houston, Texas-based Brown Medical Center, Inc., is a management
company that historically served as the epicenter of the operating
business enterprise directly or indirectly owned or controlled by
Michael Glyn Brown, including six surgery centers and related
facilities.  The Company sought protection under Chapter 11 of the
Bankruptcy Code on Oct. 15, 2013 (Case No. 13-36405, Bankr.
S.D.Tex.).  The case is assigned to Judge Marvin Isgur.

The Debtor is represented by Spencer D. Solomon, Esq., at Nathan
Sommers Jacobs, P.C., in Houston, Texas.


BRUNSWICK CORP: Moody's Raises CFR to 'Ba2'; Outlook Stable
-----------------------------------------------------------
Moody's Investors Service upgraded Brunswick Corporation's
Corporate Family Rating to Ba2 from Ba3 because of its improved
operating performance and credit metrics and Moody's view that its
credit metrics will continue getting better. The outlook is
stable.

"We expect debt/EBITDA, which is currently around 2.5 times, to
approach 2 times in the next year or two," said Kevin Cassidy,
Senior Credit Officer at Moody's Investors Service. This is
assuming a modest increase in revenue and margins. "We think
Brunswick has enough cushion in its operating performance for
credit metrics to remain adequate in a reasonable downside
scenario," Cassidy noted.

The upgrade in the speculative grade liquidity rating reflects
higher than expected cash balances.

Ratings upgraded:

Corporate Family Rating to Ba2 from Ba3;

Probability of Default Rating to Ba2-PD from Ba3-PD;

Senior unsecured and unguaranteed notes due 2023-2027 ($267
million outstanding) to B1 (LGD 6, 91%) from B2 (LGD 6, 92%);

$150 million senior unsecured notes with subsidiary guarantees
due 2021 to Ba2 (LGD 4, 55%) from Ba3 (LGD 4, 54%);

Speculative grade liquidity rating to SGL-1 from SGL-2

Rating Rationale:

Brunswick's Ba2 Corporate Family Rating reflects the highly
discretionary nature of pleasure boats and marine related
products, which makes Brunswick's revenues and earnings highly
sensitive to economic weakness. This was demonstrated during the
economic downturn when the company suffered a dramatic revenue and
earnings decline. But the ratings also reflect the company's
moderate leverage and solid interest coverage -- highlighted by
debt/EBITDA around 2.5 times and EBITA/interest approaching 4
times. Moody's expects additional credit metric improvement as the
company's operating performance remains strong and marine industry
demand continues to improve. Other factors supporting the rating
are: the relatively stable boating participation trends, good
operating performance of Brunswick's dealership network and the
company's strong parts & accessories business. The company's
stable Bowling & Billiards and Fitness businesses, seasoned
management team and its joint venture agreement with General
Electric Capital Corporation for its floorplan financing also
support the rating. Brunswick's international presence, which
accounts for over a third of its revenue, benefits the rating. Its
exposure to Europe, which makes up about 15% of its revenue, is
currently a constraint, but also provides a platform for future
growth.

The stable outlook reflects Moody's expectation that Brunswick has
enough liquidity and flexibility in its cost structure to
withstand a reasonable economic downturn with leverage remaining
under 4 times.

For Moody's to consider an upgrade, Brunswick must continue to
demonstrate its ability to maintain a strong financial profile in
the face of a downturn in the macro economy. Boating participation
levels and underlying demand trends also need to continue
improving for an upgrade to be considered. Because of Brunswick's
sensitivity to macroeconomic conditions, its credit metrics need
to be stronger than other similarly-rated consumer durable
companies. Credit metrics necessary for an upgrade are debt/EBITDA
approaching 2 times and EBITA/interest maintained above 4 times.
Additionally, liquidity must remain very good for an upgrade to be
considered.

A downgrade is not likely in the near term given the company's
strong operating performance. Credit metrics which could prompt a
downgrade over the longer term include debt/EBITDA sustained above
4 times and interest coverage approaching 2 times. A meaningful
deterioration in liquidity could also prompt a downgrade.

Brunswick, headquartered in Lake Forest, Illinois, manufactures
marine engines, pleasure boats, bowling capital equipment and
fitness equipment, and operates retail bowling centers. Revenue
for the twelve months ended September 2013 approximated $3.8
billion.


C.W. MINING: 'Ordinary Course' Preference Defense Interpreted
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the definition of "ordinary" was the topic of a
decision from the U.S. Bankruptcy Appellate Panel in Denver
addressing a case raising a defense to a preference.  The payment
was ordinary even though the bankrupt was embarking on a new
business.

According to the report, the appeal involved a coal mining company
ultimately liquidated in Chapter 7.  Within 90 days of bankruptcy,
the soon-to-be bankrupt paid a supplier $200,000 in transfers from
several accounts.  The bankruptcy judge ruled there was a valid
defense to the preference claim.  The trustee appealed
unsuccessfully.

The supplier provided new equipment to be used in "longwall
mining," where the company previously only performed "continuous
mining."  The new system was intended to increase production four-
or fivefold.

The Nov. 5 opinion of the three-judge appellate panel by
Bankruptcy Judge Janice M. Karlin pointed out that the ordinary
course of business defense only works if the incurrence of the
debt was ordinary and the payment likewise was ordinary.

The trustee contended that the incurrence wasn't ordinary because
the company had never before dealt with that supplier.  The
trustee also argued that it wasn't ordinary because the company
was embarking on a new business.

Judge Karlin rejected the arguments, saying the focus is on the
"creation of the debt at issue" and whether it was an arm's length
transaction.  The bankruptcy judge said the debt was incurred in
an ordinary fashion, and Judge Karlin said that conclusion wasn't
clearly erroneous.

On the payment issue, the trustee argued that it wasn't ordinary
because it came from several sources and didn't "precisely
correspond" to the invoice.

The payments, too, were ordinary, Judge Karlin said, because the
supplier testified it wasn't unusual for customers to pay large
bills from several sources.

It was also significant, Judge Karlin said, that the supplier
undertook no "collection activity." Consequently, the payment was
"subjectively ordinary."

A preference is a payment within 90 days of bankruptcy on account
of a pre-existing debt.  The ordinary-course defense allows a
supplier to defeat a preference claim if the debt was incurred and
the payment made in the ordinary course of business. Otherwise,
creditors would be compelled to pay back everything received
within three months of bankruptcy.

The case is Rushton v. SMC Electrical Products Inc. (In re C.W.
Mining Co.), 13-026, U.S. Bankruptcy Appellate Panel for the 10th
Circuit (Denver).

Based in Salt Lake City, Utah, C.W. Mining Co. dba Co-Op Mining
Company operated the Bear Canyon Mine in Emery County, Utah, under
the terms of a lease with C.O.P. Coal Development Company, which
owns the mine.  Aquila Inc., Owell Precast, LLC, and House of
Pumps, Inc., filed an involuntary Chapter 11 petition (Bankr. D.
Utah Case No. 08-20105) on Jan. 8, 2008.  In November 2008, the
Chapter 11 case was converted to a Chapter 7 liquidation
proceeding.  Kenneth A. Rushton serves as the Chapter 7 Trustee,
and is represented by Brent D. Wride, Esq., at Ray Quinney &
Nebeker, in Salt Lake City.


CAESARS ENTERTAINMENT: Class A Common Stock Rights Offering Closes
------------------------------------------------------------------
Caesars Entertainment Corporation and Caesars Acquisition Company
on Nov. 18 disclosed that the offering of Class A common stock of
CAC to holders of subscriptions rights closed on November 18,
2013.  CAC distributed a total of 135,771,882 shares of its Class
A Common Stock to holders of subscription rights who validly
exercised their subscription rights and paid the subscription
price in full, including pursuant to the exercise of the over-
subscription privilege.  Any subscription rights that were
unexercised, including those that were retained, are void, of no
value and have ceased to be exercisable for shares of Class A
Common Stock.  As a result of the offering, CAC received aggregate
gross proceeds of approximately $1,173.1 million.  Caesars expects
that the Class A Common Stock will begin trading on the Nasdaq
Global Select Market under the symbol "CACQ" on November 19, 2013.

If you have questions about the number of shares of Class A Common
Stock you received in the offering and you held and exercised your
subscription rights in physical form as a registered holder,
please contact Computershare Trust Company, N.A., the subscription
agent for the rights offering, at 1-781-575-3120 or 1-800-962-4284
(toll free).  If you held and exercised your subscription rights
through a broker, dealer, custodian bank or other nominee, please
contact your broker, dealer, custodian bank or other nominee.

CAC is a newly formed company created to facilitate the previously
announced strategic transaction pursuant to which Caesars has
formed a new growth-oriented entity, Caesars Growth Partners, LLC,
to be owned by Caesars and CAC.  Upon the consummation of the
offering, CAC owns approximately 42.4% of the economic interests
of Growth Partners, and Caesars owns approximately 57.6% of the
economic interests of Growth Partners.

                   About Caesars Entertainment

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

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

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

                           *     *     *

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

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

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

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


CAESARS ENTERTAINMENT: Files Form 10-Q, Incurs $761MM Loss in Q3
----------------------------------------------------------------
Caesars Entertainment Corporation filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $761.8 million on $2.18 billion of net
revenues for the quarter ended Sept. 30, 2013, as compared with a
net loss of $503.4 million on $2.19 billion of net revenues for
the same period during the prior year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $1.18 billion on $6.48 billion of net revenues as
compared with a net loss of $1.02 billion on $6.56 billion of net
revenues for the same period last year.

As of Sept. 30, 2013, the Company had $26.09 billion in total
assets, $27.59 billion in total liabilities and a $1.49 billion
total deficit.

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

                        http://is.gd/9esJS4

                    About Caesars Entertainment

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

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

The Company incurred a net loss of $1.49 billion on $8.58 billion
of net revenues for the year ended Dec. 31, 2012, as compared with
a net loss of $666.70 million on $8.57 billion of net revenues
during the prior year.

                           *     *     *

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

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

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

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


CANYON PORT: McDermott Loses Plan Confirmation Appeal
-----------------------------------------------------
McDermott, Inc., appeals the Bankruptcy Court order confirming a
plan of reorganization for Canyon Port Holdings, LLC and Canyon
Supply & Logistics, LLC, saying it contradicts the Bankruptcy
Court's prior order rejecting an executory contract.  According to
McDermott, the Confirmation Order thus violates 11 U.S.C. Sec. 365
(concerning acceptance and rejection of executory contracts) and
Sec. 1129(a)(1), (2) (concerning confirmation of plans of
reorganization only when in conformity with all provisions of
Title 11, the relevant portions of which are sections 365 and
1123(b)(2)).

In a Nov. 12, 2013 Opinion and Order available at
http://is.gd/19xJYXfrom Leagle.com, District Judge Nelva Gonzales
Ramos, in Corpus Christi, Texas, denies the Motion to Dismiss
Appeal as Moot; denies oral argument requested in the parties'
respective briefs because the arguments are adequately briefed;
and affirms the Confirmation Order.  The Court finds that the
Confirmation Order does not violate 11 U.S.C. Sections 365, 1123,
or 1129. McDermott's issues on appeal are overruled.

Canyon sought to purchase over 200 acres of real estate from
McDermott through a Real Estate Purchase and Sale Contract dated
Nov. 22, 2010.  As the time to close the sale approached, Canyon
filed for Chapter 11 relief.  Canyon was given an opportunity for
its Bankruptcy Estate to accept the Executory Contract by
demonstrating that it had cash or financing constituting adequate
assurance that it would perform the executory portion of the
contract by meeting the $30 million contractual sale price for the
realty.

On Feb. 13, 2013, after Canyon's failure to make this showing, the
Bankruptcy Court issued its Order Rejecting Executory Contract.
That Order was not appealed. Pursuant to that Order, McDermott was
permitted to, and did, terminate the Executory Contract.

Thereafter, on February 28, 2013, Canyon filed against McDermott
in the County Court at Law No. 1, Nueces County, Texas under cause
number 2013-CCV-60339-1, an action alleging various claims related
to fraud, misrepresentation, negligence, and breach of contract
with respect to McDermott's conduct in the formation and
performance of the Executory Contract. In that state court
litigation, Canyon seeks a number of remedies, including
reinstatement and reformation of the contract, specific
performance, and title to the property.

McDermott argues that the request for these remedies is contrary
to the Bankruptcy Court's order rejecting the Executory Contract
and permitting its termination. To the extent that the Plan of
Reorganization, as confirmed, permits this state law action,
McDermott argues that confirmation violates Sections 365 and 1123.

Canyon's Plan, which the Bankruptcy Court confirmed, is funded in
part by the anticipated proceeds of the McDermott state
litigation.

According to Judge Gonzales Ramos, given that the Bankruptcy Court
clearly preserved and enforced the rejection of the Executory
Contract when it confirmed the Plan, McDermott's complaints can
only be read as seeking a determination that rejection of the
Executory Contract translates to the elimination of particular
claims and remedies asserted in the state court litigation.
Without having jurisdiction to adjudicate the state court
controversy, any such decision in that regard would amount to an
impermissible advisory opinion.

According to TCR reporting, McDermott, Inc., is represented by
Ronald A. Simank, Esq., at Schauer & Simank; and Innes A.
Mackillop, Esq. -- imackillop@wmglegal.com -- at White Mackillop
Gallant, P.C.

                         About Canyon Port

Canyon Port Holdings, fka as Canyon Supply and Logistics, filed
for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No.
12-20314) on June 10, 2012.  U.S. Bankruptcy Judge Richard S.
Schmidt presides over the case.  Richard L. Fuqua II, Esq., at
Fuqua & Associates PC, represents the Debtor as counsel.

The Bankruptcy Court entered an "Order Confirming Third Amended
Chapter 11 Plan Of Reorganization Of The Consolidated Estates Of
Canyon Port Holdings, LLC and Canyon Supply & Logistics, LLC," on
July 17, 2013.


CAPITOL BANCORP: Highlights FDIC Conflict With Chapter 11 Powers
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the bankruptcy of Capitol Bancorp Ltd., a bank
holding company from Lansing, Michigan, may shed some light on the
question: Who wins when the Federal Deposit Insurance Corp., as
receiver for failed banks, collides with a bank holding company
reorganizing in Chapter 11?

According to the report, Capitol filed under Chapter 11 in August
2012 to reorganize quickly under a plan already accepted by the
requisite majorities of creditors and equity holders. The plan
didn't work because the buyer backed out.

Lacking sufficient capital, some of Capitol's bank subsidiaries
were taken over by the FDIC, as receiver. From May to August 2013,
four banks went under.

The FDIC, which continued to pay Capitol for back-office services
after the takeovers, now says they're no longer needed.

The FDIC filed papers in bankruptcy court last week asking the
bankruptcy judge in Detroit to rule that the so-called automatic
stay doesn't preclude repudiating the contracts under its
statutory powers.

It remains to be seen whether Capitol will argue for damages from
the FDIC for breaching contracts.

Last week, the bankruptcy court approved a settlement with the
FDIC that allows an auction to proceed with Wilbur Ross' Talmer
Bancorp Inc. as the presumptive purchaser.

The settlement resolved the FDIC's so-called cross-guarantee
claims.

Unless outbid, Talmer will pay $4.5 million for four banks and pay
the cost to cure breaches of contracts. Talmer will also inject
$90 million of capital into the banks and establish an escrow
account with $2.5 million to pay professional fees.

Capitol had assets of $1.4 billion and debt totaling $1.55
billion, according to the disclosure statement accompanying the
holding company's reorganization plan. The bank subsidiaries'
assets were $1.28 billion.

                     About Capitol Bancorp

Capitol Bancorp Ltd. and Financial Commerce Corporation filed
voluntary Chapter 11 bankruptcy petitions (Bankr. E.D. Mich. Case
Nos. 12-58409 and 12-58406) on Aug. 9, 2012.

Capitol Bancorp -- http://www.capitolbancorp.com/-- is a
community banking company with a network of individual banks and
bank operations in 10 states and total consolidated assets of
roughly $2.0 billion as of June 30, 2012.  CBC owns roughly 97% of
FCC, with a number of CBC affiliates owning the remainder.  FCC,
in turn, is the holding company for five of the banks in CBC's
network.  CBC is registered as a bank holding company under the
Bank Holding Company Act of 1956, as amended, 12 U.S.C. Sec. 1841,
et seq., and trades on the OTCQB under the symbol "CBCR."

Lawyers at Honigman Miller Schwartz and Cohn LLP represent the
Debtors as counsel.  John A. Simon, Esq., at Foley & Lardner LLP,
represents the Official Committee of Unsecured Creditors as
counsel.

In its petition, Capitol Bancorp scheduled $112,634,112 in total
assets and $195,644,527 in total liabilities.  The petitions were
signed by Cristin K. Reid, corporate president.

The Company's balance sheet at Sept. 30, 2012, showed
$1.749 billion in total assets, $1.891 billion in total
liabilities, and a stockholders' deficit of $141.8 million.

Prepetition, the Debtor arranged a reorganization plan that was
accepted by the requisite majorities of creditors and equity
holders in all classes.  Problems arose when affiliates of
Valstone Partners LLC declined to proceed with a tentative
agreement to fund the reorganization by paying $50 million for
common and preferred stock while buying $207 million in face
amount of defaulted commercial and residential mortgages.


CAPITOL CITY: Incurs $777K Net Loss in Sept. 30 Quarter
-------------------------------------------------------
Capitol City Bancshares, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $776,978 on $2.74 million of total interest income for
the three months ended Sept. 30, 2013, compared to a net income of
$181,477 on $3.2 million of revenues for the same period last
year.

The Company's balance sheet at Sept. 30, 2013, showed $291.48
million in total assets, $288.95 million in total liabilities, and
stockholders' equity of $2.53 million.

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

                        http://is.gd/VS74QV

                        About Capitol City

Atlanta, Georgia-based Capitol City Bancshares, Inc., was
incorporated under the laws of the State of Georgia for the
purposes of serving as a bank holding company for Capitol City
Bank and Trust Company.  The Bank operates a full-service banking
business and engages in a broad range of commercial banking
activities, including accepting customary types of demand and
timed deposits, making individual, consumer, commercial, and
installment loans, money transfers, safe deposit services, and
making investments in U.S. government and municipal securities.

Capitol City Bancshares disclosed a net loss of $1.73 million in
2012, as compared with a net loss of $1.59 million in 2011.  As of
March 31, 2013, the Company had $299.23 million in total
assets, $291.86 million in total liabilities and $7.37 million in
total stockholders' equity.

Nichols, Cauley and Associates, LLC, in Atlanta, Georgia, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company is operating under regulatory
orders to, among other items, increase capital and maintain
certain levels of minimum capital.  As of Dec. 31, 2012, the
Company was not in compliance with these capital requirements.  In
addition to its deteriorating capital position, the Company has
suffered significant losses related to nonperforming assets, and
has significant maturities of liabilities within the next twelve
months.  These matters raise substantial doubt about the ability
of Capitol City and subsidiaries to continue as a going concern.


CARDERO RESOURCE: Receives NYSE MKT Delisting Notification
----------------------------------------------------------
Cardero Resource Corp. on Nov. 18 disclosed that it has received a
Notice of Intent to File Delisting Application from the NYSE MKT
LLC.  The Notice states that the Company remains not in compliance
with certain of the NYSE MKT continued listing standards as set
out in Part 10 of the NYSE MKT Company Guide and that the NYSE
Regulation, Inc. intends to file a delisting application for the
Company's common shares with the US Securities and Exchange
Commission pursuant to Section 1009(d) of the Company Guide.  The
NYSE MKT determined that the Company has not made sufficient
progress consistent with the plan filed by the Company with the
NYSE MKT addressing how it intended to regain compliance with
Sections 1003(a)(iv) and (f)(v) of the Company Guide as accepted
by the NYSE MKT on August 9, 2013 (see NR13-19, August 14, 2013).

The Company has the right to appeal the NYSE MKT's determination
to proceed with the delisting.  However, after careful
consideration, the Company has determined that the significant
expense of the appeal process and continued NYSE MKT listing is
not warranted as it is management's belief that it is not
practicable for it to maintain a plan of compliance that will
satisfy the NYSE MKT's continued listing requirements and that it
is therefore in the best interests of the Company and its
shareholders that the Company accept the NYSE MKT's determination.

The delisting of the common shares from NYSE MKT will not affect
the listing of the Company's common shares on the Toronto Stock
Exchange, and the common shares will continue to trade on the
Toronto Stock Exchange following such delisting.  Additionally,
the Company has determined to pursue the quotation of its common
shares on the OTCQX quotation system operated by the OTC Markets
Group.

                   About Cardero Resource Corp.

Headquartered in Vancouver, Canada, Cardero Resource Corp. --
http://www.cardero.com-- is an exploration-stage company.  The
Company holds, or has rights to acquire, interests in mineral
properties in Argentina, Mexico, Peru, the United States, Ghana
and Canada.  The Company is in the process of evaluating, such
properties through exploration programs or, in some cases,
mineralogical and metallurgical studies and materials processing
tests.  On June 1, 2011, the Company completed the acquisition of
Coalhunter Mining Corporation (Coalhunter).  On September 14,
2011, Coalhunter changed its name to Cardero Coal Ltd. Coalhunter
has entered into various agreements to explore and, if warranted,
develop, certain coal deposits in the Peace River Coal Field
located in the northeast region of British Columbia.


CARIBBEAN INTERNATIONAL: Lead Bidder Offers $1.9MM for El Vocero
----------------------------------------------------------------
Katy Stech, writing for The Wall Street Journal, reported that
Puerto Rico's El Vocero newspaper could soon get a new owner that
would preserve its voice on the 3.6 million-resident island.

According to the report, a trustee in charge of the newspaper's
bankruptcy case has proposed to hold a public auction on Nov. 22.
Documents filed with the U.S. Bankruptcy Court in Old San Juan
show that the newspaper already has a $1.9 million offer from an
investor group that would continue to operate the paper, which
publishes columns by Ricky Rossello, a rumored aspiring political
candidate whose political advocacy group is pushing for the island
to become a U.S. state.

Challenging offers will have to start at $2 million, according to
court papers, the report related.  And under the latest auction
rules, pretty much anyone can bid.

Earlier in the case, bankruptcy attorneys who hadn't yet turned
over the newspaper's case to the trustee proposed restrictions
that would have blocked offers from the politically powerful Ferre
family that controls the competing El Nuevo Dia newspaper, the
report said.  The restrictions were meant to prevent the Ferre
family from either shutting it down or creating "an illegal
monopoly," according to earlier court papers.

"Should El Vocero disappear, it would essentially mean that Puerto
Rico would be receiving its news from only one daily newspaper,
certainly not something that anyone desires," the newspaper's
attorneys had said in earlier court papers, the report further
related.

                  About Caribbean International

Caribbean International Newscorporation, aka El Vocero, sought
protection under Chapter 11 of the Bankruptcy Code (Case No. 13-
07759, Bankr. D.P.R.) on Sept. 20, 2013.  The case is assigned to
Judge Mildred Caban Flores.

The Debtor's is represented by Alexis Fuentes Hernandez, Esq., at
FUENTES LAW OFFICES, LLC, in San Juan, Puerto Rico.

The Debtor disclosed $6,409,656 in assets and $90,543,134 in
liabilities in its schedules of assets and liabilities.

The petition was signed by Peter Miller, Esq., president.


CENTERPLATE INC: Moody's Rates $420MM First Lien Loans 'B2'
-----------------------------------------------------------
Moody's Investors Service has assigned a B2 rating to Centerplate,
Inc.'s proposed $75 million first lien revolver due 2018 and $345
million first lien term loan due 2019. Proceeds from the term loan
offering will be used to repay the approximately $297 million of
the company's existing term loan outstanding, as well as to repay
a portion of its mezzanine debt. At the same time, Moody's has
affirmed Centerplate's Corporate Family Rating (CFR) of B3. The
ratings outlook is stable.

Ratings Rationale:

The B3 CFR reflects Centerplate's high leverage, aggressive and
acquisitive financial philosophy, relatively small scale, and the
cyclical and highly competitive nature of the concession services
business. However, ratings are supported by the revenue visibility
provided by the company's broad and sizeable portfolio of customer
contracts, which are characterized by high contract renewal rates
and lengthy terms to expiration.

With the proceeds from the new term loan applied primarily towards
debt repayment, the proposed transaction will not change
Centerplate's total debt levels, and leverage will not be
affected. However, because a material amount of the company's more
expensive mezzanine debt will be repaid through this refinancing,
this will likely result in interest savings of approximately $6
million annually. As a result, Moody's believes that Centerplate
will experience marginal improvement in its interest coverage
metrics and cash flows over the next few years.

The $345 million term loan and the $75 million revolver are rated
B2, which is one notch above the CFR, reflecting a substantial
amount of mezzanine debt (not rated by Moody's - approximately $77
million on close of the transaction) and other unsecured
liabilities that are ranked below the senior secured credit
facilities in the application of Moody's Loss Given Default
methodology. The term loan and revolver are secured by a first
lien pledge of substantially all assets of Centerplate and its
domestic subsidiaries, and 65% of voting and 100% of non-voting
stock of its foreign subsidiaries. The facilities will have
upstream guarantees by all existing and future wholly owned
subsidiaries.

The stable outlook anticipates modest near-term growth in revenue
and EBITDA driven by new contract signings and expansion into
adjacent market segments. The outlook incorporates an expectation
of limited debt repayment, and the potential use of cash flow and
revolver borrowing capacity for acquisitions and growth capital
expenditures. The outlook also assumes that the company will
maintain an adequate liquidity position to support operations.

The ratings could be lowered due to: (i) declining profitability
resulting from contract losses, cost increases or the cancellation
of several major clients; (ii) liquidity deterioration; or (iii) a
change to more aggressive financial policies. Specifically, the
ratings could be downgraded if the company makes material long
term use of its revolver to cover operating losses, or if EBITDA
less CAPEX to Interest expense falls below 1 time.

Ratings could be revised upward if the company experiences solid
margin improvement with stable growth in revenue. Demonstration of
successful integration of acquisitions along with a commitment to
a conservative financial policy will also be important for higher
rating consideration. Specifically, the ratings could be upgraded
if the company can sustain the following metrics: (i) EBITDA less
CAPEX to Interest of over 1.6 times, (ii) Retained Cash Flow to
Net Debt of over 12%, and (iii) Debt to EBITDA of less than 5.5
times. The company would also need to demonstrate an improved
liquidity condition, with minimal reliance on its revolver for a
prolonged period.

Assignments:

Issuer: Centerplate, Inc.

  Senior Secured Bank Credit Facility, Assigned B2 (LGD3, 41 %)

Outlook Actions:

Issuer: Centerplate, Inc.

  Outlook, Remains Stable

Affirmations:

Issuer: Centerplate, Inc.

  Probability of Default Rating, Affirmed B3-PD

  Corporate Family Rating, Affirmed B3

Centerplate, Inc., headquartered in Spartanburg, SC, provides
concession services, including catering and novelty merchandise
items at stadiums, sports arenas, convention centers and other
entertainment facilities at various locations in the US, the UK,
and Canada. The company reported revenues of approximately $890
million for the twelve months ended October 1, 2013. Centerplate
is controlled by private equity firm Olympus Partners.


CENTRAL COLLEGE: Moody's Cuts Long-Term Bond Ratings to 'Ba2'
-------------------------------------------------------------
Moody's Investors Service has downgraded Central College's (IA)
long-term bond ratings to Ba2 from Baa3. The outlook is negative
at the lower rating level. The downgrade is driven by two years of
significant declines in freshman matriculants which will stress
the college's operations that are heavily dependent upon tuition
revenue, compounded by a highly competitive market, the college's
small scope of operations and a history of covenant breaches for
which the college has recieved waivers, and the possibility the
$10 million of Series 2008 variable rate demand bonds could be
accelerated should the college fail to meet its covenants in the
future.

This rating action concludes Moody's review of Central College's
rating for downgrade, which was initiated on August 14, 2013.

Summary Rating Rationale:

The Ba2 rating and negative outlook reflect Central's challenging
student market, as evidenced by two years of substantially smaller
than budgeted freshman classes, which resulted in weakening
operations in FY 2013 and will continue to impact operations for
the next few years. The rating also reflects the college's debt
structure risk including a history of Letter of Credit (LOC)
covenant breaches that could lead to accelerated repayment of all
bonds under a cross-default provision in the Series 2012 A&B Loan
Agreement. The LOC calls for the college to maintain a ratio of
unrestricted financial resources to long term debt of at least
50%; in FY 2012 Central's liquidity ratio was 44%. All covenants
were met in FY 2013, but the liquidity ratio continues to have
weak coverage. Positive credit factors include a strong financial
management team capable of executing necessary expense reductions
and financial reserves and liquidity providing an adequate cushion
of debt and operations.

The underlying rating applies to the Series 2008 Variable Rate
Demand Bonds. The Series 2008 bonds are also currently rated
Aa2/VMIG 1 based on the joint support of the college and a letter
of credit (LOC) from Wells Fargo Bank, N.A. (rated Aa3/P-1 with a
stable outlook).

Challenges:

-- Central's incoming class size has been dramatically lower than
    original budget for the last two years, with a drop to 320 and
    309 freshmen in fall 2012 and 2013, from 412 in fall 2011.

-- The fall 2013 enrollment shortfall equated to a $3 million
    projected revenue shortfall, following a 7.5% enrollment
    decline in fall 2012 that led to deficit operations in FY
    2013, as calculated by Moody's.

-- Stability in enrollment is a key credit concern given that 82%
    of operating revenues, as measured by Moody's, are derived
    from student charges. Overall enrollment losses (15% since
    fall 2011) and rapid increase of tuition discounting (49% in
    FY 2013 compared to 42% in FY 2009) have resulted in stagnant
    net tuition revenue over the last four years.

-- Central's debt structure of variable rate debt at 16% of total
    debt carries some risks of acceleration and rollover. The
    Series 2008 bonds are supported by a Wells Fargo LOC with
    three financial covenants and the Series 2012 A&B Bonds carry
    a cross-default provision as well as one financial covenant.
    In FY 2012, Central College received a bank waiver after
    failing to meet the unrestricted financial resources to debt
    covenant (liquidity covenant) on the Series 2008 bonds. All
    covenants were met in FY 2013, but the liquidity coverage
    remains weak.

-- Rising debt service over the next two years heightens the need
    for continued revenue growth and strong operating cash flow.
    Debt service increases $1.8 million over the next two year to
    a total of $4.2 million in FY 2015.

-- Debt to revenues is high at 1.32 times in the face of a
    relatively small revenue base of $47.5 million.

-- Limited economies of scale make it more difficult for the
    college to cut expenses over the long term without damaging
    market position. The college's capital spending has been
    depressed for the last three years, with a very weak capital
    spending ratio of 0.14 times leading to a rising age of plant
    (15.9 years) in FY 2013.

Strengths:

-- The college's healthy monthly liquidity of $30.7 million is a
    key credit factor, providing 267 days cash on hand and more
    than three times coverage of demand debt.

-- Operating cash flow margin, though diminished, remains strong,
    with cash flow of 13% providing 1.9 times coverage of annual
    debt service. Continued strong cash flow is a key credit
    factor with debt service increasing in FYs 2014 and 2015.

-- The financial management team and board executed $3 million of
    campus-wide expense reductions to offset the revenue shortfall
    resulting from weaker enrollment for fall 2013, following the
    already 3.8% cut in total expenses in FY 2013.

-- Recent sale of London property and strong investment returns
    have bolstered financial resources and liquidity, with
    expendable financial resources of $36 million cushioning debt
    by 0.6 times and operations by 0.8 times.

The Central College Abroad ("CCA") program provides Central with a
distinctive niche against other Iowa private colleges. CCA has
eight sites throughout the world with nearly half of Central
students as well as students from other institutions.

No near-term additional debt plans.

Outlook:

The negative outlook reflects expectations of continued pressure
on net tuition revenue and enrollment variability as the college
works to implement a marketing and recruiting strategy to solidify
its market position and stabilize enrollment. Two consecutive
years of smaller incoming classes will depress operating
performance through the next few years, while debt service
payments rise considerably in FY 2015.

What Could Make the Rating Go Up:

An upgrade is not likely in the near term given the negative
outlook, but the outlook would likely be returned to stable with
proven ability to meet budgeted enrollment and bring operations
back into balance. The rating could be upgraded with demonstrated
ability to stabilize enrollment, resume net tuition revenue growth
and consistently meet covenant requirements on the LOC.

What Could Make the Rating Go Down:

Negative rating action would likely be the result of a failure to
stabilize enrollment, acceleration of the LOC, failure to obtain a
new LOC, or any further deterioration of operating cash flow.


CENTRAL FEDERAL: Incurs $385,000 Net Loss in Third Quarter
----------------------------------------------------------
Central Federal Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $385,000 on $1.93 million of interest and dividend
income for the three months ended Sept. 30, 2013, as compared with
a net loss of $1.91 million on $1.76 million of interest and
dividend income for the same period during the prior year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $1.74 million on $5.47 million of interest and
dividend income as compared with a net loss of $3.33 million on
$5.66 million of interest and dividend income for the same period
last year.

The Company's balance sheet at Sept. 30, 2013, showed $250.39
million in total assets, $228.43 million in total liabilities and
$21.95 million in total stockholders' equity.

Timothy T. O'Dell, CEO, commented, "We continue to show consistent
improvement in the core fundamental of our business; credit
quality continues to improve, commercial loan growth is strong and
we continue to drive consistent growth of net interest income.  In
addition, we have maintained good discipline in managing
noninterest expense.  Our executive team is spending considerable
time out meeting with prospective new and existing bank clients
and forging relationships, which has resulted in many quality new
business banking customers.  Our pipeline of loan-driven, full-
service business banking opportunities remains strong.  We are
extremely gratified that we have been able to attract quality
business banking customers located in both Northeast Ohio (Akron
and Cleveland) as well as Central Ohio (Columbus).  We believe
that having a presence in multiple metro banking markets positions
us uniquely for continued growth.  When we open in Cleveland,
expected early next year, CFBank will be serving 3 major metro
markets in addition to our 2 community bank branches located in
Eastern Ohio (Wellsville and Calcutta).  In addition to growing
our full service business banking relationships with closely held
businesses, we have invested in expanding our residential mortgage
lending business by hiring residential sales and operations staff
in Columbus, Akron and Newark.  We have also introduced a
construction lending product and are focusing on loans for home
purchases versus refinances.  We expect this investment to add
incrementally to earnings next year and in addition, will allow us
to add new CFBank customers and provide additional cross selling
opportunities for other banking services."

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

                        http://is.gd/AR3moK

                       About Central Federal

Fairlawn, Ohio-based Central Federal Corporation (Nasdaq: CFBK) is
the holding company for CFBank, a federally chartered savings
association formed in Ohio in 1892.  CFBank has four full-service
banking offices in Fairlawn, Calcutta, Wellsville and Worthington,
Ohio.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Crowe Horwath LLP, in
Cleveland, Ohio, expressed substantial doubt about the Company's
ability to continue as a going concern.  The Company's auditors
noted that the Holding Company and its wholly owned subsidiary
(CFBank) are operating under regulatory orders that require among
other items, higher levels of regulatory capital at CFBank.  The
Company has suffered significant recurring net losses, primarily
from higher provisions for loan losses and expenses associated
with the administration and disposition of nonperforming assets at
CFBank.  These losses have adversely impacted capital at CFBank
and liquidity at the Holding Company.  At Dec. 31, 2011,
regulatory capital at CFBank was below the amount specified in the
regulatory order.  Failure to raise capital to the amount
specified in the regulatory order and otherwise comply with the
regulatory orders may result in additional enforcement actions or
receivership of CFBank.

The Company incurred a net loss of $3.76 million in 2012 as
compared with a net loss of $5.42 million in 2011.

                        Regulatory Matters

On May 25, 2011, Central Federal Corporation and CFBank each
consented to the issuance of an Order to Cease and Desist (the
Holding Company Order and the CFBank Order, respectively, and
collectively, the Orders) by the Office of Thrift Supervision
(OTS), the primary regulator of the Holding Company and CFBank at
the time the Orders were issued.

The Holding Company Order required it, among other things, to: (i)
submit by June 30, 2011, a capital plan to regulators that
establishes a minimum tangible capital ratio commensurate with the
Holding Company's consolidated risk profile, reduces the risk from
current debt levels and addresses the Holding Company's cash flow
needs; (ii) not pay cash dividends, redeem stock or make any other
capital distributions without prior regulatory approval; (iii) not
pay interest or principal on any debt or increase any Holding
Company debt or guarantee the debt of any entity without prior
regulatory approval; (iv) obtain prior regulatory approval for
changes in directors and senior executive officers; and (v) not
enter into any new contractual arrangement related to compensation
or benefits with any director or senior executive officer without
prior notification to regulators.

The CFBank Order required CFBank to have by Sept. 30, 2011, and
maintain thereafter, 8% Tier 1 (Core) Capital to adjusted total
assets and 12% Total Capital to risk weighted assets.  CFBank will
not be considered well-capitalized as long as it is subject to
individual minimum capital requirements.

CFBank did not comply with the higher capital ratio requirements
by the Sept. 30, 2011, required date.


CENTURYLINK INC: Moody's Rates Proposed Series W Notes 'Ba2'
------------------------------------------------------------
Moody's Investors Service has assigned a Ba2 (LGD5, 85%) rating to
CenturyLink Inc.'s proposed offering of Series W Notes due 2023.
The company also announced a tender offer to purchase any and all
of its outstanding Qwest Communications International Inc.
("QCII") Notes due 2018 which expires on December 12, 2013. The
proceeds from the notes offering, together with available cash or
borrowings under CenturyLink's revolving credit facility, will be
used to provide QCII with the amount required to complete the
tender offer and the redemption of any QCII 2018 Notes that remain
outstanding after the consummation or termination of the tender
offer. The company's other ratings and stable outlook remain
unchanged.

Moody's has taken the following rating action:

CenturyLink, Inc.

  New Senior Unsecured Series W Notes due 2023: Assigned Ba2
  (LGD5, 85%)

Ratings Rationale:

CenturyLink's Ba1 corporate family rating reflects the company's
predictable cash flows, its broad base of operations, and its
strong market position. These positives are offset by the
challenges the company faces in reversing the downward pressure on
revenues and sustaining EBITDA margins exacerbated by a tolerance
for higher leverage.

Moody's could raise CenturyLink's ratings if leverage were
sustained below 3.0x (Debt/EBITDA, Moody's adjusted) and free cash
flow to debt were in the high single digits. Moody's could lower
CenturyLink's ratings if leverage were to exceed 3.4x or free cash
flow to debt fell below 5% on a sustained basis. Importantly,
CenturyLink's ratings would be heavily influenced, in both
directions, by changes to the company's financial policy.


CLEAR CHANNEL: CCOH Demands Payment of $200MM Under 2005 Facility
-----------------------------------------------------------------
In accordance with the terms of the Stipulation of Settlement,
dated July 8, 2013, among Clear Channel Outdoor Holdings, Inc., a
special litigation committee consisting of certain independent
directors of CCOH, Clear Channel Communications, Inc., and the
other parties, on Nov. 8, 2013, CCOH:

    (i) demanded repayment of $200 million outstanding under
        a Revolving Promissory Note dated Nov. 10, 2005, between
        CCU, as maker, and CCOH, as payee; and

   (ii) concurrently made a special cash dividend in an aggregate
        amount equal to $200 million (or $0.5578 per share) to its
        Class A and Class B stockholders of record at the close of
        business on Nov. 5, 2013, including Clear Channel
        Holdings, Inc., an indirect subsidiary of CC Media
        Holdings, Inc., the parent company of CCU and CCOH, and CC
        Finco, LLC, an indirect subsidiary of CCMH.  CCOH's Class
        A common stock is anticipated to go "Ex" the dividend of
        $0.5578 per share beginning on Nov. 12, 2013, reflecting
        the payment of the dividend.

CCOH is an indirect, non-wholly owned subsidiary of CCU.

                About Clear Channel Communications

San Antonio, Texas-based Clear Channel Communications, Inc., an
indirect subsidiary of CC Media Holdings, Inc. (OTCBB: CCMO), is
one of the leading global media and entertainment companies
specializing in radio, digital, outdoor, mobile, live events, and
on-demand entertainment and information services for local
communities and providing premier opportunities for advertisers.

CC Media Holdings Inc. -- http://www.ccmediaholdings.com/-- is a
global media and entertainment company.  Its businesses include
radio and outdoor displays.

As of June 30, 2013, the Company had $15.29 billion in total
assets, $23.58 billion in total liabilities and a $8.28 billion
total shareholders' deficit.

                           *     *     *

In May 2013, Moody's Investors Service said that Clear Channel's
upsize of the term loan D to $4 billion from $1.5 billion will not
impact the Caa1 facility rating assigned.  Clear Channel's
Corporate Family Rating is unchanged at Caa2.  The outlook remains
stable.

In May, Standard & Poor's Ratings Services also announced that its
issue-level rating on San Antonio, Texas-based Clear Channel's
senior secured term loan remains unchanged at 'CCC+' following the
company's upsize of the loan to $4 billion from $1.5 billion.  The
rating on parent company CC Media Holdings remains at 'CCC+' with
a negative outlook, which reflects the risks surrounding the long-
term viability of the company's capital structure.


COMMUNITYONE BANCORP: FRBR Terminates Written Agreement
-------------------------------------------------------
The Federal Reserve Bank of Richmond terminated its Written
Agreement with CommunityOne Bancorp, Charlotte, North Carolina.

The Federal Reserve is the primary federal regulator for the
Company.  The Written Agreement, which had been entered into on
Oct. 21, 2010, had required, among other things, that the Company
use its financial and managerial resources to serve as a source of
strength to the Company's primary bank subsidiary, CommunityOne
Bank, N.A., Asheboro, North Carolina.  The Company also had agreed
not to declare or pay any dividends, take any dividends or other
form of payment representing a reduction in capital from the Bank,
make any distributions of interest, principal or other amounts on
subordinated debentures or trust preferred securities or incur,
increase or guarantee any debt, or repurchase or redeem shares of
stock without the prior written approval of the FRBR and the
Director of the Division of Banking Supervision and Regulation of
the Federal Reserve.  The Company also had been required to submit
to the FRBR a written plan to maintain sufficient capital at the
Company on a consolidated basis.

The OCC had terminated its enforcement order with the Bank on
June 10, 2013.  With the termination of the Written Agreement, the
Company and the Bank are no longer subject to any formal
supervisory orders.  However the Company continues to have
restrictions on its ability to declare or pay dividends,
distribute interest, principal or other amounts on its trust
preferred securities, incur, increase or guarantee any debt, or
repurchase or redeem any shares of stock.

                        About CommunityOne

CommunityOne Bancorp (formerly FNB United) is the North Carolina-
based bank holding company for CommunityOne Bank, N.A.
(community1.com), which offers a full range of consumer, mortgage
and business banking services, including loan, deposit, cash
management, wealth and online banking services through 55 branches
in 44 communities throughout the central, southern and western
regions of the state.

FNB United incurred a net loss of $40 million in 2012, a net loss
of $137.31 in 2011, and a net loss of $131.82 million in 2010.
The Company's balance sheet at Sept. 30, 2013, showed $2.03
billion in total assets, $1.95 billion in total liabilities and
$80.80 million in total shareholders' equity.


CONTAINER STORE: S&P Raises Corporate Credit Rating to 'B'
----------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on The Container Store Inc. to 'B' from 'B-'.  S&P
also assigned a 'B' corporate credit rating to The Container Store
Group Inc., the parent of The Container Store Inc., as S&P
analyzes the company on a consolidated basis.  The outlooks are
stable.

Concurrently, S&P raised its issue-level rating to the company's
$362.3 million term loan B to 'B' from 'B-' and revised the
recovery rating on this debt to '3' from '4'.

"Our rating action follows The Container Store's (TCS) completion
of its initial public offering on Oct. 31, 2013.  The company used
proceeds from equity issuance to redeem about $210 million of
preferred stock," said credit analyst Mariola Borysiak.  "In
addition, the company used incremental $31.5 million from exercise
of greenshoe option to pay down a portion of its term loan B.  In
conjunction with the offering, all remaining preferred shares were
exchanged into common shares and retired."

The outlook is stable and reflects S&P's expectation for stable
performance and modest profit gains as TCS benefits from its niche
position in the industry, successfully leverages its fixed costs,
and remains focused on cost controls.  S&P expects only modest
debt reduction in the near term.

S&P could consider a negative action if performance and credit
measures deteriorate due to a drop in consumer spending because of
weakness in the U.S. economy and continued weakness of the Elfa
segment.  Under this scenario, total debt to EBITDA would increase
toward 7x because of an approximately 8% decline in EBITDA from
the August 2013 level, while debt remains constant.

Conversely, S&P could consider an upgrade if the company continues
to demonstrate stable performance gains and modestly reduces its
debt such that debt leverage approaches 5x.  S&P calculates that
about 15% EBITDA growth and 5% debt reduction from 2013 projected
levels would result in total debt to EBITDA decreasing to about
5.2x.


DAYCO LLC: Moody's Rates $435MM Term Loan B1 & Cuts CFR to B2
-------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Dayco LLC's
proposed $425 million guaranteed senior secured term loan to be
issued by Dayco Products, LLC. Dayco Products, LLC is Dayco's U.S.
primary operating subsidiary. In a related action Moody's lowered
the Corporate Family and Probability of Default Ratings of Dayco
to B2 and B2-PD, from B1 and B1-PD, respectively. The $425 million
guaranteed senior secured term loan is expected to be used to
refinance the company's existing EUR160 million Senior Secured
Euro Notes, as well as make a distribution to shareholders. The
rating outlook is stable. The rating of the existing EUR160
million Senior Euro Notes, at Ba3 (LGD3, 39%), will be withdrawn
upon the redemption of the notes.

The following ratings were assigned:

Dayco Products, LLC

$425 million guaranteed senior secured term loan due 2020, B1
(LGD3, 40%)

The following ratings were lowered:

Dayco LLC

Corporate Family Rating, to B2 from B1;

Probability of Default, to B2-PD from B1-PD;

Ratings Rationale:

The lowering of Dayco's Corporate Family Rating (CFR) to B2
reflects the incremental leverage and interest cost associated
with the additional debt burden used to fund the shareholder
distribution transaction. As a result of the transaction, Dayco's
Debt/EBITDA is expected to increase to about 6.0x on a pro forma
basis compared to 3.9x for the LTM period ending August 31, 2013.
Dayco's LTM EBITA/interest as of August was 1.9x while this
remained below the previously established 2.0x downward rating
trigger thresholds, the company's EBITA/interest has improved
year-over-year in the first two quarters of fiscal 2014. Yet,
interest costs associated with the additional debt burden may
pressure any near-term improvement in this metric.

Dayco's ratings continues to benefit from the company's position
as a leading supplier of belts, tensioners and pulleys in the
automotive and commercial vehicle industry, and balanced revenue
profile through exposure to the original equipment market and the
automotive and commercial vehicle aftermarket. Dayco has a
longstanding history in the automotive industry and through the
disposition of non-core businesses over the past several years is
now focused on heavy-duty and light-duty power transmission
products. Moody's expects the company's credit metrics to benefit
from the continuing positive demand trends in the North American
automotive market and stabilizing macroeconomic conditions in
Europe.

The stable outlook is supported by the expectation of positive
automobile demand trends in the company's regional markets and the
company's strong cash balances.

Dayco is anticipated to have an adequate liquidity profile over
the next twelve months supported by availability under a $50
million ABL revolving credit facility due November 2015, and
unrestricted cash balances of $109.7 million at August 31, 2013.
The ABL revolving credit facility was undrawn with $11.2 million
of outstanding letters of credit. Dayco anticipates refinancing
this facility as part of its recapitalization. Moody's expects
automotive demand in Europe to stabilize in the second half of
2013 and into 2014 which should support free cash flow generation
over the near-term. Covenants on the ABL facility include a
springing fixed charge coverage ratio test of 1.1x when
availability is less than the greater of 15% of total commitments
or $5 million. Moody's does not expect this test to be triggered
in the next 12-18 months. The new term loan is expected to have at
total net leverage financial maintenance covenant. Alternate
liquidity is limited as most of the domestic company's assets
secure the revolving credit facility and the term loan, and due to
restrictions on additional liens.

Future events that have the potential to drive Dayco's outlook or
ratings higher include: EBITA margins approaching 10% leading to
consistent free cash flow generation and reduced leverage such
that Debt/EBITDA is sustained below 3.5x, and EBITA/Interest
coverage sustained above 2.5x.

Future events that have the potential to drive Dayco's rating or
outlook lower include deteriorating conditions in global
automotive and commercial vehicle production which are not offset
by successful cost management. EBITA/Interest below 1.5x or
Debt/EBITDA approaching 6.5x, or a deteriorating liquidity profile
could lower the company's outlook or rating.

Dayco, LLC (Dayco, formerly known as Mark IV, LLC), headquartered
in Amherst, NY, is a global manufacturer of engine technology
solutions targeted at primary and accessory drive systems for the
worldwide automotive and heavy duty original equipment
manufacturing markets and the automotive aftermarket. Revenues for
fiscal year ended February 2013 were approximately $867 million.


DEAN FOODS: Moody's Retains B1 Corp. Family Rating
--------------------------------------------------
Moody's Investors Service said that Dean Foods' announcement that
it will tender for up to $400 million in unsecured notes is
partially offset by the adoption of more shareholder friendly
financial policies in the form of instituting a regular dividend
and a 38% increase in its share repurchase program. Though the
shareholder distributions reflect a slightly more aggressive
financial policy, Moody's doesn't expect them to weaken credit
metrics beyond Moody's expectations for the rating. Accordingly,
Dean's B1 Corporate Family Rating (CFR) and stable rating outlook
are unchanged.

Dean is the largest processor and distributor of milk and various
other dairy products in the United States. Headquartered in
Dallas, Texas, Dean Foods has estimated sales of approximately $9
billion (pro forma for the spin-off of WhiteWave and sale of its
Morningstar subsidiary).


DEWEY & LEBOEUF: Trustee Hits Think Tank With Clawback Suit
-----------------------------------------------------------
Law360 reported that Dewey & LeBoeuf LLP?s trustee sued the
Woodrow Wilson International Center for Scholars in New York
bankruptcy court on Nov. 14 in an attempt to claw back $100,000
Dewey paid to the think tank for a table at an event.

According to the report, in a complaint filed in the Southern
District of New York, Alan M. Jacobs, the liquidating trustee of
the Dewey & LeBoeuf liquidation trust said the Wilson Center
received a $100,000 payment from Dewey for a table at an event in
the 90 days before its May 2012 bankruptcy.

                       About Dewey & LeBoeuf

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

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

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

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

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

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

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

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

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

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


DFC GLOBAL: S&P Lowers ICR to 'B' on Lower Expected Earnings
------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its issuer
credit rating on Berwyn, Pa.-based DFC Global Corp. to 'B' from
'B+'.  The outlook is stable.  At the same time, S&P assigned its
'B' issue rating to the company's proposed $650 million senior
unsecured notes that will be issued from subsidiaries National
Money Mart and Dollar Financial UK Holding PLC.

"The downgrade reflects our view that new regulatory requirements
in the U.K.--where DFC generated 34% of its consolidated revenues
from unsecured consumer lending during the most recent quarter--
will reduce earnings and result in higher debt to EBITDA in 2014,"
said Standard & Poor's credit analyst Igor Koyfman.  The proposed
$650 million senior unsecured notes, which the company will use to
refinance its existing $600 million notes, will also result in
slightly higher leverage.  S&P expects debt to EBITDA to be
approximately 5.25x-5.75x over the next 12 months.  Although S&P
expects the debt transaction to lower DFC's interest expense, it
now forecasts debt to EBITDA to be at a higher level. (S&P adjusts
debt for operating leases and EBITDA for nonrecurring items.)

New regulations in the U.K. have resulted in increased loan loss
provisions, lower loan volume, and higher compliance costs for
DFC. In April 2014, the Financial Conduct Authority (FCA) will
take over regulatory responsibilities of the consumer credit
industry, including payday lending, from the Office of Fair Trade
(OFT).  DFC has been in the process of aligning its business to
conform to FCA's new regulations.  In October 2013, the new
regulator released details on a proposed regime, including tougher
rules for payday lenders.  These rules involve affordability
assessments, limitations on the number of roll-overs per customer
to two (extending a loan term for a fee), and restrictions on the
number of times a payday lender can attempt to withdraw funds from
a customer's account.  During the first fiscal quarter ended
Sept. 30, 2013, DFC's provisions for loan losses as a percentage
of consumer lending revenue was 27.8%, compared with 21.5% in the
prior year, because a high volume of loans became immediately due
and the company made changes to its collection practices to
conform to the new guidance.  Consequently, loan volume declined
because customers were unable to refinance their loans and because
of DFC's tighter underwriting standards.  Although S&P expects DFC
to meet FCA's guidelines, the effects of additional regulations
and examinations will increase compliance costs.  DFC stated that
it will incur approximately $10 million to $15 million in
regulatory compliance costs during fiscal 2014.  S&P expects that
a portion of these costs will be permanent.

S&P's rating on DFC is based on the company's high leverage,
moderate interest coverage, and negative tangible equity.
Legislative and regulatory exposure, a risk factor for all
companies that operate in the alternative financial services
industry, is also a prominent rating factor.  Other considerations
include DFC's favorable geographic and product diversity--relative
to other companies operating in its market segment--and its good
market position.

The outlook is stable, reflecting S&P's view that DFC's credit
measures will remain in line with our expectations for the rating.
S&P also expects DFC to preserve its franchise and successfully
navigate the regulatory changes in the U.K., albeit with lower
profitability.

S&P could raise the rating if DFC's earnings and cash flows
improve, resulting in lower leverage.  Specifically, S&P could
raise the rating if it expects debt to adjusted EBITDA to decline
below 5.0x on a sustained basis.  This could occur if earnings in
the U.K. stabilize.

S&P could lower its rating if EBITDA fails to track its
expectations in 2014, which would most likely be the result of
regulatory changes.  The current outlook assumes that debt to
EBITDA will stay less than 6x in 2014.


DYNASIL CORP: Sells XRF Product Line to Protec for $1.1 Million
---------------------------------------------------------------
Dynasil Corporation of America completed the sale of the assets of
its X-Ray Florescence Lead Paint Detector product line to PROTEC
Instrument Corporation, the U.S. subsidiary of its long-time
distributor, French firm Laboratories PROTEC S.A.  Pursuant to the
Asset Purchase Agreement, the Company sold to the product line
for $1.1 million, less certain adjustments which resulted in a
cash payment of approximately $925,000, and the assumption by
Protec of certain liabilities of the Company.

This transaction is a step in the previously announced strategy to
restructure the Company to improve liquidity and pay down bank
debt.  The consummation of this divestiture resulted in a payment
to Santander Bank, N.A., the Company's primary lender of
approximately $1.2 million, which reduced the balance of the
Company's outstanding indebtedness to Santander to $5.3 million.
As previously reported, at Sept. 30, 2012, the Company's
indebtedness to Santander was approximately $9.0 million.  The
Company also has a subordinated $3 million note to Massachusetts
Capital Resource Corporation which has not been paid down.

"This divestiture is an important step in our strategy to focus
our business and improve our balance sheet," said Peter Sulick,
Chairman and CEO of Dynasil.  "We are very pleased to consummate
the sale of the XRF assets to our long-time strategic partner,
Protec.  With this acquisition, Protec will be substantially
expanding their operations in the U.S.   Protec has been the sole
distributor of the LPA in France, and, as such, is very familiar
with the product."

"With the recent spin off of our tissue sealant technology and now
the sale of the XRF assets, Dynasil has reduced outstanding
indebtedness while also eliminating cost," continued Mr. Sulick.
"While we cannot yet report that we are out of technical default
with our creditors, we expect to continue to make near-term
progress toward this goal."

Concurrently with the closing of the Asset Purchase Agreement, the
Company and Protec entered into a transition services agreement
pursuant to which the Company will provide certain transitional
services to Protec for up to five months after closing.

                          About Dynasil

Watertown, Mass.-based Dynasil Corporation of America (NASDAQ:
DYSL) -- http://www.dynasil.com/-- develops and manufactures
detection and analysis technology, precision instruments and
optical components for the homeland security, medical and
industrial markets.

McGladrey LLP, in Boston, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2012, citing default with the financial
covenants under the Company's outstanding loan agreements and a
loss from operations which factors raise substantial doubt about
the Company's ability to continue as a going concern.

The Company reported a net loss of $4.30 million for the year
ended Sept. 30, 2012, as compared with net income of $1.35 million
during the prior fiscal year.

The Company's balance sheet at June 30, 2013, showed $27.74
million in total assets, $16.82 million in total liabilities and
$10.92 million in total stockholders' equity.

                         Bankruptcy Warning

"If our lenders were to accelerate our debt payments, our assets
may not be sufficient to fully repay the debt and we may not be
able to obtain capital from other sources at favorable terms or at
all.  If additional funding is required, this funding may not be
available on favorable terms, if at all, or without potentially
very substantial dilution to our stockholders . If we do not raise
the necessary funds, we may need to curtail or cease our
operations, sell certain assets and/or file for bankruptcy, which
would have a material adverse effect on our financial condition
and results of operations," the Company said in its quarterly
report for the period ended June 30, 2013.


EASTERN LIVESTOCK: ADM et al. Fail to Dismiss Trustee's Suit
------------------------------------------------------------
Bankruptcy Judge Basil H. Lorch III in Indiana denied each of the
motions filed by ADM Investor Services, Inc.; Larry Zeien II; and
Robert Rufenacht and Rufenacht Commodities, Inc., to dismiss, with
prejudice, the amended complaint filed against them and other
entities by James Knauer, as Chapter 11 Trustee for Debtor,
Eastern Livestock Co., LLC.  The Amended Complaint consists of
five counts.  The focus of the Trustee's action involves the
transfer of $31,150,300 from the Debtor's accounts into the
personal bank account of the Debtor's principal, Thomas Gibson,
through the hands of Zeien, Rufenacht, Rufenacht Commodities and
then to ADM Investor, before it completed the round-trip circuit
back into Gibson's personal account. Those transfers, according to
the Trustee, enabled Gibson to manipulate his financial records so
as to orchestrate a massive check kiting scheme to the detriment
of his creditors and ultimately, the Debtor. The Trustee seeks to
avoid and recover those transfers based upon actual and
constructive fraud and has asserted a violation of the Indiana
RICO statute. He also asks the Court to disallow any of the
Defendants' claims in the bankruptcy proceeding.

The case is, JAMES KNAUER, as Chapter 11 Trustee for Debtor,
Eastern Livestock Co., LLC., Plaintiff, v. LARRY ZEIEN, JR.,
MICHAEL STEVEN McDONALD, ROBERT RUFENACHT, RUFENACHT COMMODITIES,
INC., and ADM INVESTOR SERVICES, INC., Defendants, Adv. Proc. No.
12-59147 (Bankr. S.D. Ind.).  A copy of the Court's Nov. 15, 2013
Order is available at http://is.gd/NjF9A1from Leagle.com.

                      About Eastern Livestock

Eastern Livestock Co., LLC, was one of the largest cattle
brokerage companies in the United States, with operations and
assets located in at least 11 states.  ELC was headquartered in
New Albany, Indiana, with branch locations across several states.
It shut operations in November 2010.

On Dec. 6, 2010, creditors David L. Rings, Southeast Livestock
Exchange, LLC, and Moseley Cattle Auction, LLC, filed an
involuntary Chapter 11 petition (Bankr. S.D. Ind. Case No.
10-93904) for the Company.  The creditors asserted $1.45 million
in claims for "cattle sold," and are represented by Greenebaum
Doll & McDonald PLLC.

Judge Basil H. Lorch III entered an order for relief on Dec. 28,
2010.  At the behest of the creditors, the Court appointed James
A. Knauer, Esq., as Chapter 11 trustee to operate Eastern
Livestock's business.  The Chapter 11 trustee is represented by
James M. Carr, Esq., at Baker & Daniels LLP, nka Faegre Baker
Daniels LLP, as counsel and Katz, Sapper & Miller, LLP, as
accountants.  BMC Group Inc. is the claims and notice agent.

The Debtor has disclosed $81,237,865 in assets and $40,154,698 in
papers filed in Court.  The Debtor, in its amended schedules,
disclosed $59,366,230 in assets and $40,154,697 in liabilities as
of the Chapter 11 filing.

An affiliate, East-West Trucking Co., LLC, filed a Chapter 7
petition (Bankr. S.D. Ind. Case No. 10-93799) on Nov. 23, 2010.
The petition was signed by Thomas P. Gibson, as manager.  Michael
J. Walro, appointed as Chapter 7 Trustee for East-West Trucking,
has tapped James T. Young, Esq., at Rubin & Levin, P.C., in
Indianapolis as counsel.  Mr. Gibson, together with his spouse,
Patsy M. Gibson, pursued a personal bankruptcy case (Bankr. S.D.
Ind. Case No. 10-93867) in 2010.  Kathryn L. Pry, the court-
appointed trustee for the Gibson's Chapter 7 case, tapped Dale &
Eke, P.C., as counsel.

The Court approved the appointment of Robert M. Fishman to mediate
the issue of the reasonableness of the proposed settlement with
Fifth Third Bank as contained in the Chapter 11 Plan proposed by
the Debtor.

The Court has confirmed the first amended plan of liquidation
filed by James A. Knauer, Chapter 11 trustee.  The Plan is
premised on the approval of a settlement reached between the
Chapter 11 Trustee and Fifth Third Bank settling the estate's
claims against Fifth Third in consideration of Fifth Third
agreeing to accept a pro rata charge and assessment of reasonable
administrative fees and expenses against its collected collateral
and the contribution of 10% of its collected collateral to the
payment of Allowed Class 4 Claims of general unsecured creditors.
The trustee has estimated that the Settlement may result in an
approximate 25% return to general unsecured creditors while
contributing to funding the Chapter 11 Case to allow the trustee
to continue collecting assets for distribution.


EDISON MISSION: Joint Chapter 11 Plan Filed
-------------------------------------------
BankruptcyData reported that Edison Mission Energy filed with the
U.S. Bankruptcy Court a Joint Chapter 11 Plan of Reorganization
and related Disclosure Statement.

According to the Disclosure Statement, "The Plan provides for a
sale...substantially all of EME's assets, including its direct and
indirect equity interests in the Debtor Subsidiaries and the Non-
Debtor Subsidiaries..., to NRG Energy Holdings Inc. ('Purchaser'
or 'NRG'), a subsidiary of NRG Energy, Inc. ('Parent,' together
with Purchaser, the 'Purchaser Parties'), a Fortune 500 company
and the largest competitive power generation company in the U.S.,
with approximately 47,000 MW of fossil, nuclear, solar, and wind
generation capacity. In exchange for this transfer, Purchaser will
provide EME's estate with the Sale Proceeds of $2,635 million
(comprised of $2,285 million payable in cash and $350 million
payable in Parent Common Stock) to be distributed by the Debtors
in accordance with the Plan and assume certain liabilities of the
Debtors, including the leveraged leases for Debtor Midwest
Generation, LLC's Powerton and Joliet facilities. The Debtors, the
Purchaser Parties, the Committee, the Supporting Noteholders, and
the PoJo Parties entered into the Plan Sponsor Agreement, which
was approved by the Bankruptcy Court on October 24, 2013, to
implement the NRG Transaction pursuant to the Plan. More
specifically, the Plan, which will effectuate the NRG Transaction,
contemplates the following distributions to Holders of Claims and
Interests, among other recoveries: Holders of Allowed Other
Priority Claims against EME and Allowed Other Priority Claims
against Debtor Subsidiaries shall receive payment in full, in
Cash; Holders of Allowed Secured Claims against EME, Allowed
Secured Claims against Debtor Subsidiaries, and Allowed Secured
Claims against Homer City Debtors shall receive (a) payment in
full, in Cash, or (b) such other treatment such that the Holder
shall be rendered Unimpaired; Holders of Allowed General Unsecured
Claims against Debtor Subsidiaries shall receive payment of
principal in full in Cash; Holders of Allowed General Unsecured
Claims against EME (Assumed Liabilities), Allowed General
Unsecured Claims against EME (Not Assumed Liabilities), and
Allowed Joint-Liability General Unsecured Claims shall receive (a)
a Pro Rata distribution of the Net Sale Proceeds, and (b) a Pro
Rata distribution of the New Interests; and Holders of Allowed
Claims against the Homer City Debtors shall be paid in absolute
priority from the Homer City Wind Down Proceeds for the applicable
Homer City Debtor."

The Court scheduled a Dec. 18, 2013 hearing to consider the
Disclosure Statement.

                       About Edison Mission

Santa Ana, California-based Edison Mission Energy is a holding
company whose subsidiaries and affiliates are engaged in the
business of developing, acquiring, owning or leasing, operating
and selling energy and capacity from independent power production
facilities.  EME also engages in hedging and energy trading
activities in power markets through its subsidiary Edison Mission
Marketing & Trading, Inc.

EME was formed in 1986 and is an indirect subsidiary of Edison
International.  Edison International also owns Southern California
Edison Company, one of the largest electric utilities in the
United States.

EME and its affiliates sought Chapter 11 protection (Bankr. N.D.
Ill. Lead Case No. 12-49219) on Dec. 17, 2012.

EME has reached an agreement with the holders of a majority of
EME's $3.7 billion of outstanding public indebtedness and its
parent company, Edison International EIX, that, pursuant to a plan
of reorganization and pending court approval, would transition
Edison International's equity interest to EME's creditors, retire
existing public debt and enhance EME's access to liquidity.

The Company's balance sheet at Sept. 30, 2012, showed
$8.17 billion in total assets, $6.68 billion in total liabilities
and $1.48 billion in total equity.

In its schedules, Edison Mission Energy disclosed total assets of
assets of $5,721,559,170 and total liabilities of $6,202,215,094
as of the Petition Date.

The Debtors other than Camino Energy Company are represented by
David R. Seligman, Esq., at Kirkland & Ellis LLP; and James H.M.
Sprayragen, Esq., at Kirkland & Ellis LLP.  Counsel to Debtor
Camino Energy Company is David A. Agay, Esq., at McDonald Hopkins
LLC.

Perella Weinberg Partners is acting as the Debtors' financial
advisor and McKinsey & Company Recovery and Transformation
Services is acting as restructuring advisor.  GCG, Inc., is the
claims and notice agent.

An official committee of unsecured creditors has been appointed in
the case and is represented by Ira S. Dizengoff, Esq., Stephen M.
Baldini, Esq., Arik Preis, Esq., and Robert J. Boller, Esq., at
Akin Gump Strauss Hauer & Feld LLP in New York; James Savin, Esq.,
and Kevin M. Eide, Esq., at Akin Gump Strauss Hauer & Feld LLP in
Washington, DC; and David M. Neff, Esq., and Brian Audette, Esq.,
at Perkins Coie LLP.  The Committee also has tapped Blackstone
Advisory Partners as investment banker and FTI Consulting as
financial advisor.

EME said it doesn't plan to emerge from Chapter 11 until
December 2014 to receive benefits from a tax-sharing agreement
with parent Edison International Inc.


ELEPHANT TALK: Appoints Burmester as CEO of ValidSoft
-----------------------------------------------------
Elephant Talk Communications Corp. has appointed Mr. Paul
Burmester to serve as chief executive officer of the ValidSoft.
Mr. Burmester will take over for Mr. Pat Carroll, the founding CEO
of ValidSoft, who will assume the role of executive chairman,
succeeding Mr. Phil Hickman, who for a period of time doubled as
Executive Chairman of ValidSoft and a member of the Board of
Directors of Elephant Talk.

Mr. Burmester brings with him a wealth of experience in
successfully developing companies for mainstream commercial
success.  He has to date been a driving force in growing six
previous early stage technology companies through to global market
recognition and successful exits.  He has been an effective senior
executive with extensive general management, sales, marketing,
operations and business development experience in the
international high-technology environment.  Mr. Burmester has an
excellent track record in developing and leading companies and
teams in the IT, Multimedia, Telecom and Wireless industries.  He
is experienced in building small and medium businesses, pre and
post IPO stage, managing change within corporations of all sizes
and defining and implementing strategies to achieve and exceed
planned growth and establishes market leadership and increased
shareholder value.

"The Board set high standards in selecting ValidSoft's next CEO,?
said Steven van der Velden, Chairman of the Board and CEO of
Elephant Talk Communications Corp.  "Paul brings to ValidSoft an
outstanding record of success in developing emerging technology
growth companies through to successful mainstream market
recognition.  We are pleased to have an executive of Paul's
ability to lead ValidSoft through the company's next stage of
monetization.  Pat Carroll has done a superb job of developing
innovative product sets that have been integrated with several
leadings banks and established a relationship with FICO.  Now
Paul's expertise will enable us to accelerate the commercial
success of those products.  The Board of Directors is deeply
grateful to Pat and we look forward to his continued contribution
to ValidSoft in his new capacity as Executive Chairman.  He will
continue to drive the vision of ValidSoft, focus on product
development, look for new strategic partnerships, while serving as
an industry expert in the security and fraud arena where his
vision and expertise is globally recognized."

Pat Carroll said, "I am delighted to welcome Paul Burmester as our
new CEO and believe he has the ideal skill-set to lead our Company
through the next phase of commercialization.  We are proud of the
best in class technology that we have created over the past few
years, with a brand name that resonates globally as a leader and
trusted advisor in addressing sophisticated fraud and
authentication issues with our clients and partners."

ValidSoft has been a wholly owned subsidiary of Elephant Talk
Communications since early 2010 and underpins its mobile/cloud
security offering.

                         About Elephant Talk

Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK)
-- http://www.elephanttalk.com/-- is an international provider of
business software and services to the telecommunications and
financial services industry.

Elephant Talk disclosed a net loss attributable to the Company of
$23.13 million in 2012, a net loss attributable to the Company of
$25.31 million in 2011 and a net loss attributable to the Company
of $92.48 million in 2010.  The Company's balance sheet at
March 31, 2013, showed $34.47 million in total assets, $18.29
million in total liabilities, and $16.18 million in total
stockholders' equity.

BDO USA, LLP, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31,
2012.  The independent auditors noted that the Company has
suffered recurring losses from operations has an accumulated
deficit of $203.3 million and continues to generate negative cash
flows that raise substantial doubt about its ability to continue
as a going concern.


EMPRESAS OMAJEDE: Court OKs Counsel Change, Plan Extension
----------------------------------------------------------
The judge presiding over the Chapter 11 case of debtor Empresas
Omajede, Inc., ruled, "Debtor's counsel motion resigning legal
representation and for extension of time (30 days) to file the
disclosure statement and plan, and to retain substitute attorney
is hereby granted."

The order signed by U.S. Bankruptcy Judge Enrique S. Lamoutte
Inclan was dated October 28, 2013.

As reported in the Oct. 25, 2013 edition of the TCR, the counsel
-- Charles A. Cuprill-Hernandez, Esq., at the Charles A. Cuprill,
P.S.C. Law offices -- explained that due to differences between
the undersigned counsel and the Debtor's management, the
undersigned law firm has been asked to resign as the Debtor's
counsel in this case.

The undersigned counsel has made the Debtor's president, Antonio
Betancourt, Esq., aware of the status of the Debtor's Chapter 11
proceedings, as well as of the pendency of the Debtor's plan of
reorganization and disclosure statement.

                      About Empresas Omajede

Empresas Omajede, Inc., filed a Chapter 11 petition (Bankr. D.P.R.
Case No. 12-10113) in Old San Juan, Puerto Rico, on Dec. 21, 2012.

Nelson E. Galarza serves as financial advisor.

The Debtor disclosed $16,718,614 in assets and $4,935,883 in
liabilities in its schedules.  The Debtor is a Single Asset Real
Estate as defined in 11 U.S.C. Sec. 101(51B) with principal assets
located at La Ectronica Building, 1608 Bori St., in San Juan,
Puerto Rico.


ENERGY TRANSFER: Moody's Rates $400MM Sr. Secured Notes 'Ba2'
-------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Energy Transfer
Equity, L.P.'s (ETE) proposed offering of $400 million senior
secured notes due 2024, and a Ba2 rating to ETE's new $1.0 billion
senior secured term loan due 2019. The Ba2 Corporate Family Rating
(CFR), Ba2-PD Probability of Default Rating (PDR), SGL-3
Speculative Grade Liquidity Rating and stable outlook are not
affected by this action.

ETE intends to use the proceeds from the issuance of its new notes
to fund its previously announced tender offer for up to $400
million of its 7.50% senior secured notes due 2020, together with
proceeds from its new $1.0 billion senior secured term loan. The
new secured term loan will replace its existing $900 million
senior secured term loan. The new notes and term loan along with
ETE's existing revolving credit facility will be secured on a
first priority, pari passu basis by a lien on substantially all of
ETE's and its subsidiaries' tangible and intangible assets,
comprised principally its equity interests in its subsidiaries.

Ratings assigned:

  Senior secured notes rating, assigned Ba2 (LGD4-50%)

  Senior secured term loan rating, assigned Ba2 (LGD4-50%)

"In what Moody's views as largely an exercise in liability
management, ETE will extend its debt maturities and lower its
interest costs through these two transactions," commented Andrew
Brooks, Moody's Vice President. "By doing so, ETE's financial
flexibility will be somewhat enhanced as it moves ahead in what
Moody's presumes will be a continuation of its growth and
distribution payout trajectory."

Ratings Rationale:

ETE's Ba2 CFR reflects its position atop a complex organizational
structure in which it holds the general partnership (GP) interest,
limited partnership (LP) interests and incentive distribution
rights (IDRs) in Energy Transfer Partners, L.P. (ETP, Baa3 stable)
and Regency Energy Partners LP (RGP, Ba3 positive). Additionally,
ETE and ETP have begun discussions regarding a possible
transaction involving the contribution of ETP's indirect ownership
of its liquefied natural gas (LNG) regasification facility to ETE,
which could also form the basis for the development of a new LNG
liquefaction project.

The Ba2 CFR is a function of the consolidated credit quality of
ETE across its portfolio holdings as well as ETE on a stand-alone
basis. The rating recognizes the extensive size and scope of ETE's
indirectly held midstream asset base, but it is pressured by
aggressive growth policies and the structural complexity of its
holdings. The rating is also heavily influenced by ETP's Baa3
rating reflecting the 93% of ETE's cash flow which is derived
through ETP distributions. Debt at ETE is structurally
subordinated to approximately $19.3 billion of outstanding debt at
ETP, RGP and their respective subsidiaries, whose cash
distributions to ETE are residual to their own substantial
operating and debt service requirements. The increased scale and
scope of the combined ETE family's operating footprint is
positive. However, while ETE's stand-alone debt leverage has
dropped to approximately 3x reflecting April's $1.1 billion
reduction in its existing term loan, debt leverage on a fully
consolidated basis approximates 6x, largely reflecting ETP's debt
leverage of approximately 5x.

ETE's liquidity is adequate and its day-to-day liquidity needs are
not significant, since it is essentially a flow-through
partnership entity with limited administrative overhead, receiving
cash distributions and paying out its own LP distributions of
substantially all its cash on hand. ETE maintains a $200 million
secured revolving credit facility, under which there were no
outstandings at September 30. ETE is negotiating a new $600
million secured revolving credit facility, which would replace its
existing revolver, extending the maturity to 2018. The revolver
contains covenants governing ETE's stand-alone and consolidated
leverage metrics, allowing for an adjusted run rate EBITDA
reflecting major project investments. ETE has no capital spending
requirements. All subsidiaries are financed with subsidiary level
facilities and aside from the potential to provide capital with
new equity or temporarily relinquishing a portion of its IDR
proceeds, ETE has no obligation to provide liquidity to its
subsidiaries.

ETE's senior secured Ba2 rating is equal to its Ba2 CFR. ETE's
senior notes due 2020 became secured on a pari passu basis with
its secured term loan and revolving credit facility under the
senior notes' negative pledge provisions following ETE's issuance
in March 2012 of the secured term loan. Term loan proceeds were
used to fund the cash portion of ETE's acquisition of Southern
Union Company (SUG, Baa3 stable), which was then contributed to
ETP in April 2013. There are no upstream or downstream debt
guarantees between ETE and its subsidiary holdings. ETE's Ba2 CFR,
notes and term loan ratings reflect its stand-alone credit
assessment as well as an analysis under Moody's Loss Given Default
(LGD) methodology, which essentially views ETE level debt as
holding company debt structurally subordinated to debt at
operating subsidiaries.

ETE's stable outlook reflects the diversified cash distribution
streams derived from ETP and RGP, and the quality of their
respective assets. The stable outlook also recognizes the
improvement in ETE's stand-alone leverage. A ratings upgrade could
be considered if ETP's Baa3 rating was upgraded, if overall
structural complexity was meaningfully reduced or if there is a
reduction in consolidated debt leverage. ETE's ratings could be
downgraded should consolidated leverage increase on a permanent
basis to over 6x EBITDA. Weakness in ETP's credit profile could
pressure ETE's rating, while a downgrade of ETP's Baa3 rating
would likely prompt an ETE rating downgrade. Furthermore, should
cash distributions to ETE become compromised through higher
leverage or weakness in distributable cash flows at partnership
and subsidiary levels, ratings could be downgraded.

Energy Transfer Equity, L.P. (ETE) is a publicly traded master
limited partnership (MLP) headquartered in Dallas, Texas. It holds
the 0.8% GP interest and a 14.9% LP stake in Energy Transfer
Partners, L.P., also headquartered in Dallas, Texas. ETP, with
$43.6 billion in total assets, is one of the largest publicly
traded midstream MLPs.


ENVIRONMENTAL WORLDWIDE: Has $3.73-Mil. Income in Sept. 30 Quarter
------------------------------------------------------------------
Environmental Solutions Worldwide, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q, reporting a net and comprehensive income of $3.73 million on
$5.5 million of revenues for the three months ended Sept. 30,
2013, compared to a net and comprehensive loss of $118,226 on
$2.79 million of revenues for the same period last year.

The Company's balance sheet at Sept. 30, 2013, showed
$9.97 million in total assets, $7.79 million in total liabilities,
and stockholders' equity of $2.18 million.

As of September 30, 2013, the Company had an accumulated deficit
of $55,363,600 and has cash and cash equivalents of $2,782,759.
The Company during the three month period ended September 30, 2013
generated Income from Operations of $952,394.  However, the
Company's history of losses and the current prevailing economic
conditions create uncertainty in the operating results.
Accordingly, there is no assurance that the Company will be
successful in generating sufficient cash flow from operations or
achieving profitability in the near future.

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

                        http://is.gd/WYQgIH

Montgomerville, Pa.-based Environmental Solutions Worldwide, Inc.,
through its wholly-owned subsidiaries is engaged in the design,
development, manufacturing and sales of emissions control
technologies.  ESW also provides emissions testing and
environmental certification services with its primary focus on the
North American on-road and off-road diesel engine, chassis and
after-treatment market.  ESW currently manufactures and markets a
line of catalytic emission control and enabling technologies for a
number of applications focused on the medium and heavy duty diesel
("MHDD") retrofit market.


EURAMAX INTERNATIONAL: Posts $16.3 Million Net Income in Q3
-----------------------------------------------------------
Euramax Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $16.25 million on $227.83 million of net sales for
the three months ended Sept. 27, 2013, as compared with a net loss
of $1.17 million on $219.17 million of net sales for the quarter
ended Sept. 28, 2012.

For the nine months ended Sept. 27, 2013, the Company incurred a
net loss of $13.41 million on $630.24 million of net sales as
compared with a net loss of $24.88 million on $641.64 million of
net sales for the nine months ended Sept. 28, 2012.

The Company's balance sheet at Sept. 27, 2013, showed
$619.64 million in total assets, $716.98 million in total
liabilities and a $97.34 million total shareholders' deficit.

President and CEO Mitchell B. Lewis commented, "Our operating
performance for the third quarter of 2013 represents consecutive
quarters of marked improvements in net sales, operating income and
adjusted EBITDA over prior year comparable periods.  Operating
results in our U.S. segments benefited from improved weather
conditions compared to the severe drought experienced in 2012 and
from continued improvements in the North America repair and
remodel sector.  We also experienced modest improvements in our
U.S. Commercial segment due to increases in architectural projects
and higher demand from OEM's in the transportation market.  Demand
in our European segments continues to be impacted by end market
challenges in Europe.  However, successful business development
initiatives in emerging markets and operational initiatives to
streamline operations have partially offset the impact of lower
end market demand."

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

                        http://is.gd/pqryJc

                           Change in CEO

Mitchell B. Lewis, president, chief executive officer and
director, will step down from those roles after leading the
Company as its president and CEO for the past five years.  Mr.
Lewis will continue in an advisory role while the Board of
Directors conducts a search for his replacement.  Mr. Michael
Lundin, Chairman of the Board, will serve as interim president and
CEO until the search process is completed.

Mr. Lewis, an executive with Euramax prior to its management
buyout from Alumax Inc. in 1996, served in increasing roles of
responsibility during his tenure with the Company.  He was
promoted to the role of the President of Amerimax Building
Products in 1993.  Beginning in April 1998, he assumed additional
responsibilities as the Company's senior vice president, executive
vice president and chief operating officer until he was named
president and chief executive officer in February 2008.  Mr. Lewis
was instrumental in the strategic growth of the Company and
providing leadership to the Euramax organization through
challenging North American and European markets.

"Serving as the CEO of Euramax has been one of the most rewarding
experiences of my career.  Euramax's associates are dedicated to
providing outstanding service to our customers, driving the
organization through business development and creating growth and
development opportunities for the Euramax family.  I have been
fortunate to be part of their team.  I am confident that Euramax's
strong management team will provide the leadership for the Company
to continue the momentum we currently enjoy in the months and
years ahead.  I would like to thank the Board for its support of
this transition."

"I would like to commend Mitch for his leadership of Euramax
through some challenging economic times," said Michael Lundin,
Chairman of the Board.  "Mitch not only succeeded in the
completion of the Company's restructuring in 2009 and subsequent
full refinancing in 2011, but he also kept the organization
focused on its customers and operations during his tenure.  We
thank him for his years of service and wish him well in his future
endeavors."

                           About Euramax

Based in Norcross, Georgia, Euramax International, Inc., is a
leading international producer of aluminum, steel, vinyl and
fiberglass products for original equipment manufacturers,
distributors, contractors and home centers in North America and
Western Europe. The Company was acquired for $1 billion in 2005 by
management and Goldman Sachs Capital Partners.

Euramax Int'l has subsidiaries in Canada (Euramax Canada, Inc.),
United Kingdom (Ellbee Limited and Euramax Coated Products
Limited), and The Netherlands (Euramax Coated Products B.V.), and
France (Euramax Industries S.A.).

The Company reported a net loss of $62.71 million in 2011, a net
loss of $38.54 million in 2010, and a net loss of $85.62 million
in 2009.

                            *     *     *

As reported by the TCR on Dec. 13, 2012, Moody's Investors Service
downgraded Euramax International, Inc.'s corporate family rating
and probability of default rating to Caa2 from Caa1.  The
downgrade reflects Moody's expectation that the turmoil in
global financial markets and weakness in Europe will continue to
hamper Euramax's revenues and operating margins as well as weaken
key credit metrics.

As reported by the TCR on July 30, 2009, Standard & Poor's Ratings
Services raised its ratings on Norcross, Georgia-based Euramax
International Inc., including the long-term corporate credit
rating, to 'B-' from 'D'.

"The ratings upgrade reflects the company's highly leveraged,
although somewhat improved, financial risk profile following a
recent out-of-court restructuring," said Standard & Poor's credit
analyst Dan Picciotto.  "As a result of the restructuring,
Euramax's second-lien debtholders received equity and about half
of its new $513 million of first-lien debt is pay-in-kind,
providing some cash flow benefit," he continued.


EWGS INTERMEDIARY: Callaway, Taylor, Titleist, Nike on Committee
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Edwin Watts Golf Shops LLC, the bankrupt golf
retailer, has an official creditors' committee populated with
Who's Who of the golf and sportswear world.

According to the report, EWGS initiated a Chapter 11
reorganization on Nov. 4 intending a quick $45 million asset sale
to a joint venture of Hilco Merchant Resources LLC and GWNE Inc.
The bankruptcy judge in Delaware accommodated by scheduling a Nov.
20 hearing for approval of auction and sale procedures.

Last week the U.S. Trustee named seven creditors to the official
committee. Callaway Golf Co. heads the list with a claim that Fort
Walton Beach, Florida-based EWGS listed as $4.6 million. In second
place is Taylor Made Golf Co., owed $3.8 million.

Other committee members include Acushnet Co., the maker of
Titleist golf balls, owed $3.2 million, and Nike Inc., with a
claim of $1.8 million.

EWGS was acquired in 2007 by Sun Capital Partners Inc. in an $85
million transaction, according to data compiled by Bloomberg. It
has 91 stores and three pro shops in 16 states in the southeastern
U.S.

A "significant number" of the locations will continue to operate
after the sale. Hilco will liquidate the remainder.  The company
expects to generate about $45 million from the sale, according to
a court filing. If the judge agrees with the timeline, competing
bids would be due Dec. 3, with an auction the next day.

Debt includes a $45 million revolving credit and a $5 million
letter-of-credit facility from PNC Bank NA. The bank agreed to
provide a $38 million secured credit facility to finance the
bankruptcy.

                     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 (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.


FINJAN HOLDINGS: Incurs $1.4 Million Net Loss in Third Quarter
--------------------------------------------------------------
Finjan Holdings, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.37 million on $394,000 of revenues for the three months
ended Sept. 30, 2013, as compared with net income of $5.91 million
on $9.35 million of revenues for the same period during the prior
year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $3.33 million on $1.59 million of revenues as compared
with net income of $5.95 million on $12.46 million of revenues for
the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $30.35
million in total assets, $927,000 in total liabilities and $29.42
million in total stockholders' equity.

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

                        http://is.gd/m07uj3

                          About Finjan

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

Converted Organics disclosed a net loss of $8.42 million in 2012,
as compared with a net loss of $17.98 million in 2011.

Moody, Famiglietti & Andronico, LLP, in Tewksbury, Massachusetts,
issued a "going concern" qualification on the consolidated
financial statements for the year ended Dec. 31, 2012, citing
recurring losses and negative cash flows from operations and an
accumulated deficit that raises substantial doubt about the
Company's ability to continue as a going concern.


FOUR OAKS: Has $79,000 Net Income for Sept. 30 Quarter
------------------------------------------------------
Four Oaks Fincorp, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net income of $79,000 on $7.51 million of total interest and
dividend income for the three months ended Sept. 30, 2013,
compared to a net loss of $2.16 on $8.3 million of total interest
and dividend income for the same period last year.

The Company's balance sheet at Sept. 30, 2013, showed $811.56
million in total assets, $789.31 million in total liabilities, and
stockholders' equity of $22.25 million.

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

                        http://is.gd/VVCOOg

                           About Four Oaks

Based in Four Oaks, North Carolina, Four Oaks Fincorp, Inc., is
the bank holding company for Four Oaks Bank & Trust Company.  The
Company has no significant assets other than cash, the capital
stock of the bank and its membership interest in Four Oaks
Mortgage Services, L.L.C., as well as $1,241,000 in securities
available for sale as of Dec. 31, 2011.

Four Oaks disclosed a net loss of $6.96 million in 2012, as
compared with a net loss of $9.09 million in 2011.  The Company's
balance sheet at March 31, 2013, showed $803.44 million in total
assets, $780.69 million in total liabilities and $22.74 million in
total shareholders' equity.

"The Company and the Bank entered into a formal written agreement
(the "Written Agreement") with the Federal Reserve Bank of
Richmond ("FRB") and the North Carolina Office of the Commissioner
of Banks ("NCCOB") that imposes certain restrictions on the
Company and the Bank, as described in Notes H - Trust Preferred
Securities and Note K - Regulatory Restrictions.  A material
failure to comply with the Written Agreement's terms could subject
the Company to additional regulatory actions and further
restrictions on its business, which may have a material adverse
effect on the Company's future results of operations and financial
condition.

"In order for the Company and the Bank to maintain its well
capitalized position under federal banking agencies' guidelines,
management believes that the Company may need to raise additional
capital to absorb the potential future credit losses associated
with the disposition of its nonperforming assets.  Management is
in the process of evaluating various alternatives to increase
tangible common equity and regulatory capital through the issuance
of additional equity.  The Company is also working to reduce its
balance sheet to improve capital ratios and is actively evaluating
a number of capital sources, asset reductions and other balance
sheet management strategies to ensure that the projected level of
regulatory capital can support its balance sheet long-term.  There
can be no assurance as to whether these efforts will be
successful, either on a short-term or long-term basis.  Should
these efforts be unsuccessful, the Company may be unable to
discharge its liabilities in the normal course of business.  There
can be no assurance that the Company will be successful in any
efforts to raise additional capital during 2013," according to the
Company's annual report for the period ended Dec. 31, 2012.


FUSION TELECOMMUNICATIONS: Has $2.19-Mil. Loss in Sept. 30 Quarter
------------------------------------------------------------------
Fusion Telecommunications International, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q, reporting a net loss of $2.19 million on $14.81 million of
revenues for the three months ended Sept. 30, 2013, compared to a
net loss of $1.63 million on $9.96 million of revenues for the
same period last year.

The Company's balance sheet at Sept. 30, 2013, showed $26.68
million in total assets, $29.71 million in total liabilities, and
stockholders' deficit of $3.03 million.

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

                        http://is.gd/0ZrjON

                  About Fusion Telecommunications

New York City-based Fusion Telecommunications International, Inc.
(OTC BB: FSNN) is a provider of Internet Protocol ("IP") based
digital voice and data communications services to corporations and
carriers worldwide.

The Company reported a net loss of $5.20 million in 2012, as
compared with a net loss of $4.45 million in 2011.  The Company's
balance sheet at June 30, 2013, showed $27.32 million in total
assets, $31.16 million in total liabilities and a $3.84 million
total stockholders' deficit.

Rothstein Kass, in Roseland, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that the
Company has had negative working capital balances, incurred
negative cash flows from operations and net losses since
inception, and has limited capital to fund future operations that
raises a substantial doubt about their ability to continue as a
going concern.


FLUX POWER: Posts $746,000 Net Loss in Q3 Ended Sept. 30
--------------------------------------------------------
Flux Power Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $746,000 on $34,000 of net revenue for the three
months ended Sept. 30, 2013, compared to a net loss of $9,000 on
$76,000 of net revenue for the same period last year.

The Company's balance sheet at Sept. 30, 2013, showed
$1.52 million in total assets, $3.72 million in total liabilities,
and stockholders' deficit of $2.2 million.

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

                        http://is.gd/RA3ana

                         About Flux Power

Escondido, California-based Flux Power Holdings, Inc., designs,
develops and sells rechargeable advanced energy storage systems.

Flux Power posted net income of $351,000 on $772,000 of net
revenue for the year ended June 30, 2013, as compared with a net
loss of $2.38 million on $5.93 million of net revenue during the
prior year.  The Company's balance sheet at June 30, 2013, showed
$1.97 million in total assets, $3.47 million in total liabilities
and a $1.49 million total stockholders' deficit.

Squar, Milner, Peterson, Miranda & Williamson, LLP, in San Diego,
California, 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
incurred a significant accumulated deficit through June 30, 2013,
and requires immediate additional financing to sustain its
operations.  These factors, among others, raise substantial doubt
about the Company's ability to continue as a going concern.


FRONTIER OILFIELD: Has $2.72-Mil. Net Loss for Q3 Ended Sept. 30
----------------------------------------------------------------
Frontier Oilfield Services, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q,
reporting a net loss of $2.72 million on $6.52 million of revenues
for the three months ended Sept. 30, 2013, compared to a net loss
of $2.37 million on $7.2 million of revenues for the same period
last year.

The Company's balance sheet at Sept. 30, 2013, showed $28.37
million in total assets, $23.46 million in total liabilities, and
stockholders' equity of $4.91 million.

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

                        http://is.gd/3gmOFS

Frontier Oilfield Services, Inc. is oilfield service company
engaged primarily in saltwater recovery and disposal and the
associated infrastructure. Earlier, it was involved in the
acquiring oil and gas production properties and leases. Its
primary focus is to secure additional capital through business
alliances with third parties or other debt/equity financing
arrangements to acquire companies or assets which will allow the
company to further operate in the oil field services industry with
an emphasis on acquiring companies involved in salt water and
drilling fluid transportation and disposal, wireline logging, well
perforating and frac tank sales and rentals.


GORDIAN MEDICAL: Creditors' Panel Hires Avant Advisory as Advisor
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Gordian Medical,
Inc. seeks authorization from the Hon. Mark Wallace of the U.S.
Bankruptcy Court for the Central District of California to retain
Avant Advisory Partners as financial advisor, effective Oct. 30,
2013.

Avant Advisory will be employed for the sole purpose of assisting
the Committee in investigating and evaluating potential avoidance
and other claims that may be held by the estate against certain
insiders.  Avant Advisory will provide frequent status reports to
the Committee and its counsel regarding these services.  Further,
Avant Advisory will communicate any significant issues or
potential considerations that could significantly impact the
objectives of the Committee with respect to its employment.
Additionally, if required, Avant Advisory would conduct, prepare,
and provide expert witness evaluations and opinions, declarations
and reports, depositions and in-court testimony with respect to
such actions.

Avant Advisory will be paid at these hourly rates:

       Senior level Professionals       $495
       Managing Directors/Directors   $350-$495
       Principal Consultants          $295-$395
       Consultants                    $225-$325
       Para Professionals/Analysts    $175-$250
       Administrative Staff            $75-$100

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

Michael M. Ozawa, managing director and partner of Avant Advisory,
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.

Avant Advisory can be reached at:

       Michael M. Ozawa
       AVANT ADVISORY PARTNERS
       400 MacArthur Blvd., Suite 900
       Newport Beach, CA 92660
       Tel: (213) 705-9339
       E-mail: MOzawa@AvantAdvisory.com

                      About Gordian Medical

Gordian Medical, Inc., dba American Medical Technologies, filed a
Chapter 11 petition (Bankr. C.D. Cal. Case No. 12-12339) in
Santa Ana, California, on Feb. 24, 2012, after Medicare refunds
were halted.  Irvine, California-based Gordian Medical provides
supplies and services to treat serious wounds.  The Debtor has
active relationships with and serves patients in more than 4,000
nursing facilities in 49 states with the heaviest concentration of
the nursing homes being in the south and southeast sections of the
United States.

In its schedules, the Debtor disclosed $37,877,279 in assets and
$7,585,271 in liabilities as of the Petition Date.

Judge Mark S. Wallace oversees the case.  Jeffrey L Kandel, Esq.,
Teddy M Kapur, Esq., Samuel R. Maizel, Esq., and Scotta E.
McFarland, Esq., at Pachulski Stang Ziehl & Jones LLP, represent
the Debtor as counsel.  Fulbright & Jaworski LLP serves as the
Debtor's special regulatory counsel.  Loeb & Loeb LLP serves as
the Debtor's special tax counsel.

GlassRatner Advisory & Capital Group LLC serves as the Debtor's
financial advisor.

The U.S. Trustee appointed five members to the Official Committee
of Unsecured Creditors.  The Committee is represented by Landau
Gottfried & Berger LLP.


GREEN EARTH: Incurs $1.8 Million Net Loss in First Quarter
----------------------------------------------------------
Green Earth Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $1.82 million on $1.14 million of net sales for the
three months ended Sept. 30, 2013, as compared with a net loss of
$628,000 on $2.08 million of net sales for the same period 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.

"Due to the Company's limited capital, recurring losses and
negative cash flows from operations and the Company's limited
ability to pay outstanding liabilities, there is substantial doubt
about its ability to continue as a going concern," the Company
said in the Report.

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

                         http://is.gd/ceKdvp

                   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.

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.


H&R BLOCK: Moody's Says Bank Sale Could Trigger Share Repurchases
-----------------------------------------------------------------
The sale of H&R Block Bank would be credit negative for Block
Financial LLC, ushering in a return to shareholder-friendly
financial policies, Moody's Investors Service says in a new
report, "Block Financial LLC: Expected Bank Sale to Trigger
Renewed Share Repurchase Activity." Despite the termination of
Block's agreement to sell the bank to Republic Bancorp Inc. in
October, Moody's believes the company will find a new buyer as
soon as it can.

H&R Block Bank is an indirect subsidiary of Block Financial LLC,
with both companies ultimately owned by H&R Block Inc.

"A sale of H&R Block Bank would modestly improve Block's credit
metrics," says Vice President -- Senior Analyst, Edmond DeForest.
"But after a bank sale, Block would no longer be regulated as a
savings and loan holding company and so would be able to buy back
stock without Fed approval, which Moody's believes would lead to
aggressive shareholder returns." Unbalanced distribution of cash
across the capital structure would be a significant negative
development, he notes, given the growth challenges the company
faces.

A more aggressive financial policy would include using a large
percentage of free cash flow to repurchase stock, Moody's says.
Block returned more than 70% of its cash flow from operations to
shareholders through repurchases in the five years before it came
under Fed supervision.

Moody's expects Block to see a 1.8% uptick in the number of tax
returns it process in 2014, in line with its forecast for total US
tax return volume growth, reversing anomalous declines in 2013.
Nonetheless, the company faces increased competition from low-cost
providers of tax-preparation software. While the new competitors
do not yet have meaningful market share, ultimately they will
pressure pricing and margins throughout the tax-preparation
sector.


HAAS ENVIRONMENT: Taps Hunyady Auction as Auctioneers
-----------------------------------------------------
Haas Environment, Inc., seeks authorization from the Hon. Kathryn
C. Ferguson of the U.S. Bankruptcy Court for the District of New
Jersey to employ Hunyady Auction Company as auctioneers.

The Debtor seeks to retain Hunyady Auction to conduct an auction
of certain personal property of the Debtor, consisting of
equipment and vehicles.

The auction will be conducted in accordance with the consent order
authorizing use of cash collateral on an interim basis through
Dec. 31, 2013, and approving procedure for sale of certain pieces
of collateral.

As outlined in the auction agreement, Hunyady Auction will seek an
8% commission on the gross proceeds of auction, plus its costs,
which are estimated at $30,000 for advertising and $15,000 for
bond.

Timothy D. Schwer, executive vice president of Hunyady Auction,
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.

Hunyady Auction can be reached at:

       Timothy D. Schwer
       Hunyady Auction Company
       144o Cowpath Road
       Hatfield, PA 19440
       Tel: (215) 361-9099
       Fax: (215) 361-9212
       E-mail: tschwer@hunyady.com

Haas Environmental, Inc., filed a Chapter 11 petition (Bankr.
D.N.J. Case No. 13-27297) on Aug. 6, 2013.  Eugene Haas signed the
petition as president.  Judge Kathryn C. Ferguson presides over
the case.  The Debtor estimated assets and debts of at least
$10 million.  Jerrold N. Poslusny, Jr., Esq., at Cozen O'Connor,
in Cherry Hill, New Jersey, serves as the Debtor's counsel.


HAMPTON ROADS: Posts $2.8 Million Net Income in Third Quarter
-------------------------------------------------------------
Hampton Roads Bankshares, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $2.89 million on $19.02 million of total interest
income for the three months ended Sept. 30, 2013, as compared with
a net loss of $4.83 million on $19.93 million of total interest
income for the same period last year.

For the nine months ended Sept. 30, 2013, the Company reported net
income of $5.16 million on $58.14 million of total interest income
as compared with a net loss of $17.16 million on $62.20 million of
total interest income for the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $1.98
billion in total assets, $1.80 billion in total liabilities and
$184.99 million in total shareholders' equity.

Cash and cash equivalents as of Sept. 30, 2013, were $126.3
million compared to $101.2 million at Dec. 31, 2012, and consisted
mainly of deposits with the  Federal Reserve Bank of Richmond.
Because the Company generated significant deposits in prior years
and raised additional capital through the issuance of Common
Stock, it is in a liquid position.  In the future, the Company
expects to continue to utilize its cash on hand and cash
equivalents to support loan origination activity.

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

                        http://is.gd/mZtybQ

                  About Hampton Roads Bankshares

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

Effective June 17, 2010, the Company and its banking subsidiary,
Bank of Hampton Roads ("BOHR"), entered into a written agreement
with the Federal Reserve Bank of Richmond and the Bureau of
Financial Institutions of the Virginia State Corporation
Commission.  The Company's other banking subsidiary, Shore Bank,
is not a party to the Written Agreement.

Under the terms of the Written Agreement, among other things, BOHR
agreed to develop and submit for approval plans to (a) strengthen
board oversight of management and BOHR's operations, (b)
strengthen credit risk management policies, (c) improve BOHR's
position with respect to loans, relationships, or other assets in
excess of $2.5 million which are now, or may in the future become,
past due more than 90 days, are on BOHR's problem loan list, or
adversely classified in any report of examination of BOHR, (d)
review and revise, as appropriate, current policy and maintain
sound processes for determining, documenting, and recording an
adequate allowance for loan and lease losses, (e) improve
management of BOHR's liquidity position and funds management
policies, (f) provide contingency planning that accounts for
adverse scenarios and identifies and quantifies available sources
of liquidity for each scenario, (g) reduce the Bank's reliance on
brokered deposits, and (h) improve BOHR's earnings and overall
condition.

The Company reported a net loss of $98 million in 2011, compared
with a net loss of $210.35 million in 2010.


HARLEM PHOENIX: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Harlem Phoenix Realty Corp.
        216 East 125th Street
        New York, NY 10035

Case No.: 13-13732

Chapter 11 Petition Date: November 17, 2013

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

Debtor's Counsel: Carlos J. Cuevas, Esq.
                  1250 Central Park Avenue
                  Yonkers, NY 10704
                  Tel: (914)964-7060
                  Fax: (914)964-7064
                  Email: ccuevas576@aol.com

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

The petition was signed by Evan Blum, president.

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


HEALTHSOUTH CORP: Moody's Hikes Unsecured Notes Rating to Ba3
-------------------------------------------------------------
Moody's Investors Service upgraded the ratings on HealthSouth
Corporation's senior unsecured notes to Ba3 (LGD 4, 52%) from B1
(LGD 4, 63%). Moody's also affirmed HealthSouth's existing
ratings, including the Ba3 Corporate Family Rating and Ba3-PD
Probability of Default Rating. The outlook for the ratings is
stable.

The upgrade of the rating on HealthSouth's senior unsecured notes
reflects the issuance of $320 million of convertible senior
subordinated notes that would be expected to absorb losses prior
to the unsecured notes. While debt to EBITDA will increase by just
over 0.5 times, total leverage will remain within Moody's
expectations and within the company's own publicly stated targets.
Additionally, the use of proceeds to retire a portion of the
outstanding preferred stock will result in modest cash savings.
Interest on the $320 million of 2.0% convertible senior
subordinated notes will be less than the cash settled dividend
rate of 6.5% on the 257,110 shares of preferred stock being
exchanged.

Following is a summary of Moody's rating actions.

Ratings upgraded:

  Senior unsecured notes to Ba3 (LGD 4, 52%) from B1 (LGD 4, 63%)

  Senior unsecured shelf to (P) Ba3 from (P) B1

Ratings affirmed/LGD assessments revised:

  Senior secured revolving credit facility expiring 2018 at Baa3
  (LGD 1, 5%) from Baa3 (LGD 1, 7%)

  Corporate Family Rating at Ba3

  Probability of Default Rating at Ba3-PD

  Speculative Grade Liquidity Rating at SGL-1

Ratings Rationale:

HealthSouth's Ba3 Corporate Family Rating reflects the company's
moderate leverage and strong interest coverage. Moody's expects
that healthy cash flow will allow the company to grow its business
without the use of incremental debt. Moody's also acknowledges
that HealthSouth's considerable scale in the inpatient
rehabilitation sector and geographic diversification should allow
the company to adjust to or mitigate payment reductions more
easily than many other inpatient rehabilitation providers.
However, Moody's also considers risks associated with
HealthSouth's reliance on the Medicare program for a significant
portion of revenue and limited services in one niche of the post-
acute continuum of care.

The ratings could be upgraded if HealthSouth can sustain debt to
EBITDA below 3.0 times and EBITA to interest above 3.5 times.
Moody's would also have to see the company remain disciplined in
regards to shareholder returns and their potential to impact
credit metrics. Finally, Moody's would need to gain comfort around
the company's high exposure to Medicare and the potential for
negative reimbursement changes prior to a ratings upgrade.

If Moody's expects debt to EBITDA to increase and be sustained
above 4.0 times, either through unforeseen adverse developments in
Medicare reimbursement, a significant debt financed acquisition,
an increased appetite for debt financed shareholder initiatives,
or deterioration in operating performance, the ratings could be
downgraded.

HealthSouth is the largest operator of inpatient rehabilitation
hospitals in terms of revenue and number of facilities. The
company serves patients through its network of inpatient
rehabilitation hospitals, outpatient rehabilitation satellite
clinics and home health agencies. HealthSouth recognized revenue
in excess of $2.2 billion in the twelve months ended September 30,
2013 after considering the provision for doubtful accounts.


HEARTLAND DENTAL: Is Downgraded by Moody's
------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Heartland Dental Care LLC, the largest dental-
practice manager in the U.S., is increasing the first-lien term
loan by $160 million to finance the acquisition of 52 dental
offices.

According to the report, the result was a downgrade from Moody's
Investors Service on Nov. 15 lowering the corporate grade one
level to B3. The second-lien debt also went down one grade to
Caa2.

Moody's said the downgrade reflected Heartland's "aggressive pace"
of acquisitions and openings of new offices.

Effingham, Illinois-based Heartland has annual revenue of $633
million, according to Moody's. It is controlled by the Ontario
Teachers' Pension Plan Board.


HIGHLAND PARTNERS: Moody's Rates $200MM Add-on Senior Notes B3
--------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Hiland Partners
LP's announced $200 million add-on senior note offering. Proceeds
from the notes will be used to repay borrowings under the
partnership's senior secured revolving credit facility. The B3
rating on the add-on note offering reflects its subordination to
Hiland's senior secured revolving credit facility. Hiland's B1 CFR
was unaffected by this rating action and the outlook remains
stable.

"Hiland has been investing in the build out of infrastructure in
North Dakota at a quicker pace than Moody's originally envisioned
when Moody's initially rated the partnership in September 2012,"
said Stuart Miller, Moody's Vice President. "Because EBITDA growth
has not kept pace with the increase in debt, leverage has
ballooned to about 6.0x. This has weakly positioned Hiland's B1
CFR compared to its peers and could eventually lead to a negative
rating action if there are protracted delays in completing the HH
Pipeline and leverage remains at this elevated level."

Ratings Rationale:

The B1 CFR reflects the partnership's first-mover position in the
prolific Bakken Shale where production continues to grow rapidly.
Hiland enjoys a premier position in the Bakken Shale with a
significant acreage dedication from Continental Resources
(Continental, Ba1 stable), the largest acreage holder in the
Bakken Shale region. The acreage dedication provides a visible
path to Hiland's future growth. The CFR also incorporates Moody's
expectation that the HH Pipeline will be completed on time and on
budget. With the majority of its equity held by Harold Hamm, the
Chairman and controlling equity holder of Continental, Hiland has
benefited in the past from strong support including equity
infusions from time to time. The partnership's practice of
retaining and reinvesting its cashflow from operations without
distributions to its owner is seen as a positive differentiating
factor from other similarly-sized midstream companies.

Much of Hiland's investment budget has been directed to oil and
natural gas gathering systems in North Dakota, as well as the
construction of the HH Pipeline. This 12-inch, 450-mile pipeline
is expected to cost approximately $300 million and will connect
crude oil production from the Bakken Shale play to Guernsey,
Wyoming where it will connect with the Pony Express Pipeline for
transportation to Cushing and the Gulf Coast. The Bakken pipeline
will have the capacity to move up to 100,000 barrels per day. The
HH Pipeline should provide a positive step-change to Hiland's cash
flow, and leverage position, when it is completed towards the end
of 2014.

The company should have adequate liquidity to cover its cash needs
through late-2014. Moody's expects the company to use cash from
operations and available liquidity (including revolver borrowings)
to fund its capital spending program. Pro forma for the add-on
note offering, the partnership will have nearly full availability
under its $400 million senior secured revolving credit. The credit
facility matures in 2018.

In order for a positive rating action to be considered, the
partnership would need to significantly grow its asset base and
manage the ratio of debt to EBITDA below 4.0x. As the completion
of the Pony Express Pipeline approaches a positive outlook will be
considered assuming the percentage of fee based business continues
to improve. Should Moody's expectations change so that Moody's
believes Hiland's leverage will remain above 6.0x indefinitely,
the ratings could be downgraded.


HOYT TRANSPORTATION: Taps Goldberg Weprin as Counsel
----------------------------------------------------
Hoyt Transportation Corp. seeks authorization from the Hon. Nancy
Hershey Lord of the U.S. Bankruptcy Court for the Eastern District
of New York to employ Goldberg Weprin Finkel Goldstein LLP as
general bankruptcy counsel.

The services to be rendered by Goldberg Weprin include the
following:

   (a) provide the Debtor with all necessary legal advise in
       connection with the bankruptcy case, as well as the
       Debtor's responsibilities and duties as a debtor-in-
       possession;

   (b) represent the Debtor in all proceedings before the
       Bankruptcy Court and U.S. Trustee;

   (c) draft, prepare and file all necessary legal papers,
       applications, motions, reports and plan related documents
       on the Debtor's behalf needed;

   (d) represent the Debtor with respect to the sale of certain of
       assets and pursuit of claims against the Department of
       Education and other parties; and

   (e) potentially challenge imposition of withdrawal liability
       and other union related obligations in conjunction with
       special labor counsel.

Goldberg Weprin will be paid at these hourly rates:

       Partner              $495
       Associate            $250-$425
       Paralegal             $90-$120

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

Prior to the bankruptcy filing, Goldberg Weprin received a $35,000
retainer payment from the Debtor.  The sum of $15,000 was applied
certain pre-petition legal services and $1,213 was applied to
filing fee.  The unused balance of $18,787 of the retainer will be
applied to the legal fees and expenses awarded during the Chapter
11 case.

Kevin J. Nash, member of Goldberg Weprin, 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.

Goldberg Weprin can be reached at:

       Kevin J. Nash, Esq.
       GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP
       1501 Broadway 22nd Floor
       New York, NY 10036
       Tel: (212) 221-5700

                  About Hoyt Transportation

Brooklyn, New York-based Hoyt Transportation Corp. filed a
Chapter 11 petition (Bankr. E.D.N.Y. Case No. 13-44299) on
July 13, 2013, estimating at least $10 million in assets and
liabilities.  The Debtor is represented by Kevin J. Nash, Esq.,
at Goldberg Weprin Finkel Goldstein LLP.

Brooklyn-based Hoyt specializes in transportation for children
with disabilities.  Hoyt operated 350 buses until the contract
with the Department of Education expired.


IGLESIA PUERTA: Employs Leticia Molina as Accountant
----------------------------------------------------
Iglesia Puerta del Cielo, Inc., seeks authority from the U.S.
Bankruptcy Court for the Western District of Texas, El Paso
Division, to employ Leticia M. Molina -- letty.molina@gmail.com --
as accountant to prepare certain financial documentation on behalf
of the Debtor.

The Debtor will employ Ms. Molina at $275 per month for general
accounting duties, plus $275 per month for quarterly reports and
$500 per quarter for each quarterly report.  The Debtor will also
reimburse Ms. Molina for reasonable expenses incurred during the
course of her employment.

Ms. Molina assures the Court that she 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.

Iglesia Puerta del Cielo, Inc., a domestic non-profit corporation
that provides religious services to third parties, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.
Tex. Case No. 13-31911) on Nov. 12, 2013.  The case is assigned to
Judge Christopher Mott.  Wiley F. James, III, Esq., at James &
Haugland, P.C., in El Paso, Texas, represents the Debtor.


IGPS COMPANY: Gets Liquidating Plan Confirmed
---------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that creditors of IGPS Co., which leased plastic pallets,
will soon be receiving 28 percent to 35 percent on their $13.8
million in unsecured claims after a bankruptcy judge in Delaware
signed a confirmation order last week approving the liquidating
Chapter 11 plan.

According to the report, IGPS sold the business in August largely
in exchange for secured debt. The lenders negotiated a settlement
with the unsecured creditors' committee underpinning the plan.

The lenders paid $2.5 million cash and will cover all priority tax
claims along with claims by workers fired without required notice.
The lenders waived their claims amounting to more than $150
million.

The buyers are Balmoral Funds LLC, One Equity Partners LLC and
Jeff and Robert Liebesman. They purchased the $148.8 million
working-capital loan shortly before bankruptcy.

                          About iGPS Co.

iGPS Company LLC filed a Chapter 11 bankruptcy petition (Bankr. D.
Del. Case No. 13-11459) on June 4, 2013, to sell its assets to a
group led by Balmoral Funds LLC, absent higher and better offers.

iGPS Company -- http://www.igps.net-- is the first and only
plastic pallet pooling rental and leasing company in the U.S. It
offers plastic pallets with embedded radio frequency
identification (RFID) tags.  Founded in 2006, the company is
headquartered in Orlando, Florida, and has a sales and innovation
center in Bentonville, Arkansas.

The Debtor estimated $100 million to $500 million in assets and
liabilities in its Chapter 11 petition.

According to the board resolution authorizing the bankruptcy,
Pegasus IGPS LLC owns 12.55% of the company; iGPS Co-Investment
LLC owns 18.75%; Kia VIII (iGPS Sub), LLC owns 30.74%; and KIA
VIII iGPS Blocker, LLC, owns 12.27%.

John H. Strock, Esq., and L. John Bird, Esq., at Fox Rothschild
LLP, in Wilmington, Delaware; and John K. Cunningham, Esq.,
Richard S. Kebrdle, Esq., Kevin M. McGill, Esq., Fan B. He, Esq.,
at White & Case LLP, in Miami, Florida, also represent the Debtor.

The Plan filed in the Debtor's case proposes to transfer to a
liquidation trust all of the remaining assets of the Debtor.
Under the Plan, Priority Claims (Class 1) and Non-Lender Secured
Claims (Class 2) are unimpaired and will recover 100% of the
allowed claim amount.  Unsecured Claims (Class 3) are impaired and
will receive its pro rata share of the available proceeds.  Equity
Interests (Class 4) are also impaired and will be canceled on the
effective date.

The Official Committee of Unsecured Creditors is represented by
the law firm of McKenna Long & Aldridge LLP, as its counsel, and
Cole, Schotz, Meisel, Forman & Leonard, P.A., as its Delaware
counsel.  The Committee tapped to retain Emerald Capital Advisors
as its financial advisors.

iGPS received court approval in July to sell the business largely
in exchange for secured debt and filed the liquidating plan based
on a settlement negotiated between the lenders and the unsecured
creditors' committee.

iGPS Logistics LLC, an entity established by the lenders, bought
the business for $2.5 million cash and a commitment to pay all
priority tax claims and claims by workers fired without required
notice.  The lenders agreed to waive their claims.  The buyers are
Balmoral Funds LLC, One Equity Partners LLC, and Jeff and Robert
Liebesman. They purchased the $148.8 million working-capital loan
shortly before bankruptcy.

In September 2013, the Court authorized the Debtor to change its
name to "Pallet Company LLC."


IMPLANT SCIENCES: Has $6.02-Mil. Net Loss for Q3 Ended Sept. 30
---------------------------------------------------------------
Implant Sciences Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $6.02 million on $1.16 million of revenues for the
three months ended Sept. 30, 2013, compared to a net loss of
$12.75 million on $1.41 million of revenues for the same period
last year.

The Company's balance sheet at Sept. 30, 2013, showed
$4.45 million in total assets, $53.32 million in total
liabilities, and stockholders' deficit of $48.88 million.

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

                        http://is.gd/up1fJp

                       Amends 2013 Form 10-K

Implant Sciences Corporation amended its annual report on Form
10-K for the fiscal year ended June 30, 2013, originally filed on
Sept. 30, 2013, to include the information required by Part III
and not included in the Original Filing as the Company will not
file its definitive proxy statement within 120 days of its fiscal
year ended June 30, 2013.  A copy of the Form 10-K, as amended, is
available for free at http://is.gd/GhwDKM

                        About Implant Sciences

Implant Sciences Corporation (OBB: IMSC.OB) --
http://www.implantsciences.com/-- develops, manufactures and
sells sensors and systems for the security, safety and defense
(SS&D) industries.

Marcum LLP, in Boston, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended June 30, 2012.  The independent auditors noted that the
Company has had recurring net losses and continues to experience
negative cash flows from operations.  As of Sept. 25, 2012, the
Company's principal obligation to its primary lender was
$33,429,000 with accrued interest of $3,146,000.  The Company is
required to repay all borrowings and accrued interest to this
lender on March 31, 2013.  These conditions raise substantial
doubt about its ability to continue as a going concern.

For the year ended June 30, 2013, the Company incurred a net loss
of $27.35 million on $12.01 million of revenues as compared with a
net loss of $14.63 million on $3.40 million of revenues during the
prior year.  The Company's balance sheet at June 30, 2013, showed
$5.09 million in total assets, $49.64 million in total liabilities
and a $44.54 million total stockholders' deficit.

                        Bankruptcy Warning

"Despite our current sales, expense and cash flow projections and
$12,763,000 in cash available from our line of credit with DMRJ at
March 31, 2013, we will require additional capital in the third
quarter of fiscal 2014 to fund operations and continue the
development, commercialization and marketing of our products.  Our
failure to achieve our projections and/or obtain sufficient
additional capital on acceptable terms would have a material
adverse effect on our liquidity and operations and could require
us to file for protection under bankruptcy laws," the Company said
in its quarterly report for the period ended March 31, 2013.


INTEGRATED HEALTHCARE: Has $20.05-Mil. Loss in Q3 Ended Sept. 30
----------------------------------------------------------------
Integrated Healthcare Holdings, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q, reporting a net loss of $20.05 million on $97.07 million of
patient service revenues for the three months ended Sept. 30,
2013, compared to a net income of $2.35 million on $138.49 million
of patient service revenues for the same period last year.

The Company's balance sheet at Sept. 30, 2013, showed
$218.88 million in total assets, $224.65 million in total
liabilities, and stockholders' deficit of $5.77 million.

As of Sept. 30, 2013, the Company had a total stockholders'
deficiency of $5.8 million and working capital of $3.8 million.
For the three and six months ended Sept. 30, 2013, the Company had
net income (loss) of $(20.4) million and $25.0 million,
respectively.  At Sept. 30, 2013, the Company had $15.9 million in
additional availability under our revolving credit facility.
Through September 30, 2013, the Company have recorded $204.1
million in revenues and incurred $94.0 million in provider fees
and other expenses relating to the 2013 hospital quality assurance
fee program.  For the remaining term of the 2013 hospital quality
assurance fee program, the Company anticipates recording
approximately $39.2 million in revenues and incurring
approximately $13.9 million in provider fees and other expenses.

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

                        http://is.gd/49HXms

                    About Integrated Healthcare

Santa Ana, Calif.-based Integrated Healthcare Holdings, Inc., owns
and operates four community-based hospitals located in southern
California.

Integrated Healthcare incurred a net loss of $15.86 million on
$383.50 million of net patient service revenues for the year ended
March 31, 2013, as compared with net income of $7.94 million on
$362.19 million of net patient service revenues for the year ended
March 31, 2012.  As of March 31, 2013, the Company had $166.70
million in total assets, $196.59 million in total liabilities and
a $29.88 million in total stockholders' deficiency.


INTELLIGRATED INC: Moody's Rates $40MM Term Loan Add-on 'B1'
------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Intelligrated
Inc's. $40 million Term Loan add-on and affirmed the B1 rating on
the first lien senior secured instruments consisting of the $35
million revolver and $215 million term loan. The Corporate Family
Rating (CFR) and Probability of Default Rating were affirmed at B2
and B2-PD, respectively. The company's second lien term loan was
affirmed at Caa1. The company's ratings outlook remains stable.

Ratings Rationale:

Intelligrated's B2 Corporate Family Rating recognizes the
company's high leverage, moderate coverage metrics post the term
loan add-on, and modest revenue size balanced against a good
competitive position within a relatively narrow niche. Regional
and customer concentration issues as well as ongoing cyclicality
also constrain the rating. Moody's adjusted debt/EBITDA leverage
for 2013 proforma for the transaction should be just over 5 times.

Assignments:

Issuer: Intelligrated, Inc.

  $40 million Senior Secured First Lien Term Loan add-on rated B1
  LGD3, 36%

Affirmations:

Issuer: Intelligrated, Inc.

  Probability of Default Rating, Affirmed B2-PD

  Corporate Family Rating, Affirmed B2

  $35 million Senior Secured Revolver, Affirmed B1 (LGD3, 36% from
  LGD3, 35%)

  $215 million Senior Secured First Lien Term Loan, Affirmed B1
  (LGD3, 36% from LGD3, 35%)

  $90 million Senior Secured Second lien Term Loan, Affirmed Caa1
  (LGD5, 84% from LGD5, 83%)

Outlook Actions:

Issuer: Intelligrated, Inc.

Outlook, Remains Stable

The $40 million 1st lien term loan add-on increases the size of
the company's 1st lien term loan to $255 million. The debt is
being issued by Intelligrated, Inc., and is guaranteed by Ibiza
Holdings inc. (Holdings). The add-on also benefits from certain
material wholly-owned domestic subsidiary guarantees. The $90
million 2nd lien term loan rating remains at Caa1 even though
there is an additional $40 million of first lien debt senior to it
in the event of default.

The stable outlook reflects Moody's expectation for low single
digit organic revenue growth over the intermediate period along
with steady-to-increasing profitability. Moody's also expects
ongoing free cash flow on an annual basis.

The rating and/or outlook could come under negative pressure if
new orders or Intelligrated's market share or margins appreciably
decline, leading to lower profitability and slimmer coverage
metrics. Debt/EBITDA trending towards 5.5 times, EBITA/Interest
less than 2 times or several quarters of negative free cash flow
could adversely impact the ratings.

The ratings and/or outlook could experience upward pressure should
the company's scale increase, its margins appreciably strengthen,
and resultant cash flows are used to de-lever the balance sheet.
Lower customer concentration in the business model would also be
viewed favorably. Quantitatively this could include EBITA margins
consistently above 8% through the cycle, debt/EBITDA under 4
times, EBITA/interest at 2 times or higher, and FCF/debt sustained
above 7%.

Intelligrated, Inc., headquartered in Mason, OH, manufactures,
services and installs high speed automated material handling
equipment and related sub-systems in customer distribution centers
to address supply chain needs. Its customers primarily include
retailers and producers of consumer goods located primarily in
North America. Intelligrated was acquired by funds affiliated with
Permira Advisors LLC in July 2012. Annual revenues for 2013 are
anticipated to be under $600 million by year end.


INTERNATIONAL TEXTILE: Incurs $3.3-Mil. Net Loss in 3rd Quarter
---------------------------------------------------------------
International Textile Group, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $3.28 million on $163.01 million of net
sales for the three months ended Sept. 30, 2013, as compared with
net income of $2.09 million on $159.75 million of net sales for
the same period during the prior year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $15.83 million on $472.51 million of net sales as
compared with a net loss of $57.77 million on $478.51 million of
net sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $362 million
in total assets, $490.17 million in total liabilities and a
$128.16 million total stockholders' deficit.

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

                        http://is.gd/UHxoU3

                     About International Textile

International Textile Group, Inc., is a global, diversified
textile manufacturer headquartered in Greensboro, North Carolina,
with current operations principally in the United States, China,
Mexico, and Vietnam.  ITG's long-term focus includes the
realization of the benefits of its global expansion, including
reaching full production at ITG facilities in China and Vietnam,
and continuing to seek other strategic growth opportunities.

International Textile incurred a net loss of $67.33 million in
2012, as compared with a net loss of $69.64 million in 2011.


IRM MONCTON: Goes Into Receivership, Owes Money
-----------------------------------------------
CBC News reports that New Brunswick, Canada's only private MRI
company is in receivership, just a year after it opened with
promises of cutting wait times for people in the province.

Last year, IRM Moncton MRI brought to the province one of the most
advanced imaging machines in Atlantic Canada and predicted it
would see roughly 5,000 patients at year, according to CBC News.

The report relates that the company now it appears to be in
trouble.

The company received a rotating line of credit of over $3 million
from the National Bank of Canada, according to court documents.
But the bank says the clinic defaulted on its monthly payments of
$25,000, first in July, and again in August, the report notes.

The report relates that the documents also say the company wasn't
paying NB Power, and the utility threatened to cut it off. Had
that happened, the documents state it would have incurred a bill
of $300,000 to restart its 3T MRI machine.

The company went into receivership on October 24.

The report discloses that President Marc Maurice has issued a
short statement, saying the present circumstances of the company
were caused by disputes among shareholders.  The report relates
that President Maurice said it was business as usual at the
clinic.

However, the report relays that people at orthopaedic surgery
offices contacted by CBC said they were shocked the business was
in receivership.

One orthopaedic surgeon in Shediac says the Moncton clinic was
never full.  Dr. Daniel de Yturralde said with staff costs and
such an expensive machine, it needed to be busy all the time, the
report notes.

A newspaper notice of the receivership said there will be tours of
the assets for potential buyers on the next three Fridays, the
report adds The company must find a buyer by Dec. 3.


ISOLA USA: S&P Assigns 'B-' Rating to New $250MM Term Loan
----------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B-'
issue-level rating to Chandler, Ariz.-based Isola USA Corp.'s
proposed $250 million first-lien senior secured term loan due
2018.  The recovery rating is '3', indicating S&P's expectation
for meaningful (50% to 70%) recovery in the event of payment
default.

The corporate credit rating is unchanged at B-/Negative/--, but
S&P will revise the outlook to stable upon completion of the
transaction, to reflect a new covenant schedule under which S&P
anticipates that the company will maintain at least 15% headroom
and the extension of the first-lien maturity as well as the
extension of the mezzanine maturity beyond that of the first lien.

The company will use the proceeds to repay the amount outstanding
under its first-lien term loan and to repay roughly $40 million of
mezzanine debt.  If the company does not complete the transaction,
S&P could lower the rating to reflect its anticipation of low
covenant headroom under its existing credit facility with
meaningful risk of non-compliance in 2014 and the refinancing risk
associated with its 2015 maturity.

The ratings reflect S&P's view of Isola's "highly leveraged"
financial risk profile with adjusted leverage that S&P anticipates
will be about 9x at December 2013, including the company's
convertible preferred certificates as debt which add about 3x to
adjusted leverage.  S&P anticipates that free operating cash flow
will be near break-even for the same period, and that these credit
metrics will remain materially unchanged in 2014.

The ratings also reflect S&P's view of the company's "vulnerable"
business risk profile marked by its modest share of the
competitive global laminate market (which includes commoditized
product segments on which Isola does not focus), high customer
concentration among printed circuit board (PCB) manufacturers, and
the cyclicality and competitiveness of the electronic components
industry, which, when combined with high fixed costs, can result
in volatile profitability.  However, the company has a leading
market share in high-performance laminate segments, which carry
higher margins, and those products have grown to 80% of Isola's
total revenue.  It also has good relationships with original
equipment manufacturers that design Isola's products into their
own offerings, partly mitigating its PCB customer concentration.
Nevertheless, S&P believes that competitors could improve their
capabilities in high-performance product segments, potentially
resulting in lower profitability for Isola.

RATINGS LIST

Isola USA Corp.
Corporate credit rating             B-/Negative/--

New Rating

Isola USA Corp.
$250 mil 1st lien senior secured    B-
  Recovery rating                    3


JACKSONVILLE BANCORP: Posts $147,000 Net Income in Third Quarter
----------------------------------------------------------------
Jacksonville Bancorp, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $147,000 on $5.60 million of total interest income
for the three months ended Sept. 30, 2013, as compared with a net
loss of $10.68 million on $6.64 million of total interest income
for the same period last year.

For the nine months ended Sept. 30, 2013, the Company reported net
income of $375,000 on $17.76 million of total interest income as
compared with a net loss of $21.21 million on $19.78 million of
total interest income for the same period during the prior year.

As of Sept. 30, 2013, the Company had $514.54 million in total
assets, $481.82 million in total liabilities and $32.72 million in
total shareholders' equity.

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

                         http://is.gd/4H1XiS

                      Regains Nasdaq Compliance

On Nov. 7, 2013, Jacksonville Bancorp was notified by The Nasdaq
Stock Market that for 10 consecutive business days, from Oct. 24,
2013, to Nov. 6, 2013, the closing bid price of the Company's
common stock was equal to or in excess of the $1.00 per share
minimum bid price requirement for continued listing as set forth
in Nasdaq Listing Rule 5550(a)(2).  Accordingly, The Nasdaq Stock
Market advised that the Company has regained compliance with
Nasdaq Listing Rule 5550(a)(2) and that the matter is now closed.

                       About Jacksonville Bancorp

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

Jacksonville Bancorp disclosed a net loss of $43.04 million in
2012, a net loss of $24.05 million in 2011 and a $11.44 million
net loss in 2010.

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


JEH COMPANY: Plan Filing Deadline Moved to Dec. 20
--------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
granted JEH Company and its affiliates an extension (i) until
Dec. 20, 2013, of the deadline to file a plan of reorganization,
and (ii) until Feb. 20, 2014, of the deadline to obtain approval
of the plan.

                         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.


KENTUCKY ECONOMIC: Moody's Cuts Sr. Lien Bonds Rating to 'Ba3'
--------------------------------------------------------------
Moody's Investors Service has downgraded the underlying rating on
the Kentucky Economic Development Finance Authority's (KEDFA)
Louisville Arena Project Revenue Bonds senior lien bonds to Ba3
from Ba2. The outlook is stable. Debt outstanding includes: $319
million Series 2008-A bonds, $20 million Series 2008-B bonds and
$9.9 million Series 2008-C bonds. The Series A bonds include $284
million of current interest fixed rate bonds, and $26.9 million of
capital appreciation bonds. The Series B bonds are taxable fixed
rate bonds. Both issues are insured by Assured Guaranty Corp. (A3;
stable outlook). The Series C bonds are unrated and uninsured.

Ratings Rationale:

The downgrade is based on the arena's historically narrow total
debt service coverage with FY2013 at 1.06 times, its low operating
reserve levels with depleted Renovation and Replacement Fund
reserve, and the arena's continued dependence on the volatile
sales tax based TIF revenue.

Moody's recognizes the recent positive changes including the
addition of AEG as operations manager to control daily operations
and ticketing, the University of Louisville's men's and women's
basketball team success as Cardinal's 2013 NCAA championship, and
the re-sizing of the TIF district to generate additional revenue.
However the downgrade reflects Moody's view that these
improvements will not result in drastically higher operating
margin for LAA as a result of the authority's limitations with
respect to its operating agreements and its ascending debt service
payment requirements.

Outlook:

The stable outlook is based on Moody's expectation that redefined
2-sq mile TIF district will produce annual TIF revenue over $6
million in the next two years, AEG will continue to deliver its
minimum guarantee, the event revenues will be enough to cover
LAA's operating expenses in FY2014, and the expected DSCR in the
near future will be between 1.0 times to 1.1 times, including the
Metro Louisville maximum payments.

What could change the rating - UP:

- Sustained improvements in debt service coverage to over 1.2
   times, replenished reserves, greater than projected sales tax
   growth in the TIF district and arena revenue growth could have
   a positive impact on the rating.

What could change the rating - DOWN:

- Shortfalls in debt service payments, and use of senior debt
   service reserve could result in further downgrade. Significant
   changes to the TIF district exemptions which impact the
   projected debt service coverage could also place downward
   pressure on the rating.

Strengths:

- Strong support from the state and Metro Louisville decreases
   the demand risk for the arena

- Strong attendance record for the arena's anchor tenant, the
   University of Louisville's men's and women's Cardinals
   basketball teams, provides stability

- The contract granting the TIF revenues can only be canceled
   with approval of the bond trustee

Challenges:

- The authority's debt service payments rely on volatile TIF
   revenues

- Steady and continuous growth in TIF district sales taxes will
   be needed to support debt service going forward

- The TIF district exempts certain projects from payment of all
   or some of the taxes supporting the project. Future projects
   could be added to TIF district exemptions by action of the
   legislative council of Metro Louisville, but not without
   approval by the state and the authority

- The authority's continued narrow financial performance with
   1.06 times total debt service coverage ratio in FY2013

- Arena's base operating expenses continues to be larger than
   originally forecasted in the Series 2008 financing

- LAA's revenue sharing lease with ULAA limits the authority's
   profit upside from the successful anchor tenant


KRONOS INC: S&P Affirms B Corp. Credit Rating After $300MM Add-Ons
------------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating on Chelmsford, Mass.-based Kronos Inc.
The outlook is negative.

At the same time, S&P affirmed the 'B' issue-level rating on the
company's $1.405 billion first-lien term loan (which includes the
$204 million add-on) and the recovery rating of '3', indicating
S&P's expectation of meaningful (50%-70%) recovery for lenders in
the event of a payment default.  In addition, S&P affirmed the
'CCC+' issue-level rating on the company's $785 million second-
lien term loan (which includes the $95 million add-on) and the
recovery rating of '6', indicating S&P's expectations of
negligible (0%-10%) recovery in the event of a payment default.

"The rating affirmation reflects our revised view of the company's
business risk position to 'fair' from 'weak', which helps offset
the company's re-leveraging with its third debt-financed dividend
recap in as many years," said Standard & Poor's credit analyst
Jacob Schlanger.

The negative outlook reflects the currently high leverage,
somewhat over 8x, and S&P's expectation that leverage will decline
modestly over the next year, assuming that the company's strong
operating performance continues, without further debt-financed
dividend payments.

The rating on Kronos Inc. reflects the company's leading market
position but relatively narrow focus on workforce management, a
global $3.5 billion segment that is part of the broader human
capital management sector and in which it competes with larger and
better capitalized companies, as well as its highly leveraged
financial risk profile.  Sufficient free cash flow and fairly
predictable revenue generation partially offset those factors.
S&P views its management and governance as "fair."

The negative outlook reflects S&P's expectation that the company
will continue to outpace the overall software sector with revenues
growing in the high single digits.  Over the next year, S&P
expects free cash flow, EBITDA growth, and no additional dividend
activity to enable a moderate reduction in the present high
leverage level.

S&P could lower the rating if performance deteriorates or the
company pursues another debt-financed shareholder dividend such
that leverage does not decline below 8x.  Alternatively, if
leverage trends to the mid-7x area, either through operating
improvements or debt reduction, S&P would consider changing the
outlook to stable.


LANDAUER HEALTHCARE: Maillie LLP Approved as Tax Accountants
------------------------------------------------------------
U.S. Bankruptcy Judge Christopher Sontchi authorized Landauer
Healthcare Holdings Inc. and its debtor-affiliates to employ
Maillie LLP as their tax accountants, nunc pro tunc to Oct. 25,
2013.

As reported in the Troubled Company Reporter on Nov. 4, 2013,
Maillie LLP will prepare the Debtors' tax returns for the fiscal
year ended March 31, 2013. The Firm will also be paid at these
hourly rates:

       Partner                   $308
       Senior Manager            $255
       Manager                   $200
       Supervisor                $154
       Senior                    $154
       Staff/Paraprofessional    $102

                    About Landauer Healthcare

Home medical equipment provider Landauer Healthcare Holdings,
Inc., sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
13-12098) on Aug. 16, 2013, with a deal to sell all assets to
Quadrant Management Inc. for $22 million, absent higher and better
offers.

The Company has 32 operating locations, with 50% of inventory
concentrated in Mount Vernon, New York; Great Neck, New York;
Warwick, Rhode Island; and Philadelphia, Pennsylvania. Landauer,
which derives revenues by reimbursement from insurers, Medicare
and Medicaid, reported net revenues of $128.5 million in fiscal
year ended March 31, 2013.

Landauer disclosed $2,978,495 in assets and $53,636,751 in
liabilities as of the Chapter 11 filing.

Michael R. Nestor, Esq., Matthew B. Lunn, Esq., and Justin H.
Rucki, Esq., at Young Conaway Stargatt & Taylor, LLP; and John A.
Bicks, Esq., Charles A. Dale III, Esq., and Mackenzie L. Shea,
Esq., at K&L Gates LLP, serve as the Debtor's counsel.  Carl Marks
Advisory Group serves as the Debtor's financial advisors, and Epiq
Systems as claims and notice agent.  Maillie LLP serves as the
Debtors' tax accountants.

The Debtor has filed a Chapter 11 restructuring plan that would
transfer ownership of the home medical supply company to Quadrant
Management Inc., whose $22 million bid for the company went
unchallenged.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
five members to the official committee of unsecured creditors in
the Chapter 11 cases.  The Committee retained Landis Rath & Cobb
LLP as counsel.  Deloitte Financial Advisory Services LLP serves
as its financial advisor.


LANDMARK MEDICAL: New Hearing Date Set in Hospital Sale
-------------------------------------------------------
SF Gate News reports that a Rhode Island judge is now expected to
rule later this month on the sale of Landmark Medical Center to a
for-profit California hospital chain.

Superior Court Judge Michael Silverstein is scheduled to hold a
hearing Nov. 26 on a petition seeking permission to close the sale
of Landmark to Prime Healthcare Services, according to SF Gate
News.  The financially troubled hospital in Woonsocket has been in
receivership since 2008, the report relates.

Blue Cross Blue Shield of Rhode Island supports the sale but has
filed a limited objection related to $3 million it claims it's
owed as a creditor, the report discloses.

Landmark spokesman Bill Fischer said the parties are prepared to
complete the sale, the report says.

Mr. Fischer said they have informed Silverstein their goal is to
close Dec. 31, the report notes.  Mr. Fischer had said the parties
had preferred to close by Nov. 30, the report adds.


LEHMAN BROTHERS: Bank Subsidiary Sues MassDOT over Soured Swaps
---------------------------------------------------------------
Patrick Fitzgerald, writing for Dow Jones Business News, reported
that Lehman Brothers Holdings Inc.'s bank subsidiary is suing the
Massachusetts Department of Transportation over soured swaps and
options, claiming the state authority manipulated the market-
quotation process after Lehman's bankruptcy to reap a windfall of
more than $30 million.

According to Woodlands Commercial Corp., once known as Lehman
Brothers Commercial Bank, is suing the agency, or MassDOT, to
recover the tens of millions it says it is owed on half dozen
interest rate swaps and option transactions. Lawyers for the bank
say it was "in the money" on the deals to the tune of $35 million
at the time of Lehman's 2008 bankruptcy filing.

Although Lehman officially exited bankruptcy protection more than
a year ago, its derivatives team continues to wrangle with
creditors over billions of dollars in disputed claims, the report
related.  Swaps, options and other derivatives still represent a
significant source of cash for Lehman creditors waiting to get
paid back more than five years after the investment bank filed for
bankruptcy protection.

The lawsuit, filed on Nov. 14 in New York state court, is the
latest legal move in the long-running fight between Lehman and
those derivatives counterparties that the investment bank says
improperly took advantage of its bankruptcy to reap improper
windfalls at the expense of other creditors, the report said.

Between 2002 and 2004 the Massachusetts Turnpike Authority,
MassDOT's predecessor, entered into an interest rate swap and five
option transactions with Lehman's derivatives unit, which later
transferred the deals to Woodlands, the report added.  Under the
deal, the turnpike authority, or MTA, received $35 million up
front, which it used to pay for the state's so-called "Fast Lane"
program and to delay toll increases, according to the suit.

                      About Lehman Brothers

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

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

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

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

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

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

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

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

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

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.


LENCO MOBILE: Incurs $959,000 Net Income in Q3 Ended Sept. 30
-------------------------------------------------------------
Lenco Mobile Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net
income of $959,000 on $3.39 million of revenues for the three
months ended Sept. 30, 2013, compared to a net loss of $2.88
million on $4.18 million of revenues for the same period last
year.

The Company's balance sheet at Sept. 30, 2013, showed
$25.38 million in total assets, $27.79 million in total
liabilities, and stockholders' deficit of $2.41 million.

As of Sept. 30, 2013, the Company had cash and cash equivalents of
$nil and a working capital deficit of $15.8 million.  The Company
incurred a net loss of $7.7 million and net cash used in
operations of $4.3 million for the nine months ended Sept. 30,
2013.

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

                        http://is.gd/Nhm2JL

Seattle, Washington-based Lenco Mobile Inc. is a global provider
of proprietary mobile messaging and mobile web solutions to large
enterprises and marketing agencies.  Historically its core
operations have been conducted in South Africa through its
subsidiary Capital Supreme (Pty) Ltd.  In December 2011, it
acquired iLoop Mobile Inc., a U.S. based mobile marketing platform
and services provider.

                           *     *     *

As reported in the TCR on July 5, 2012, Peterson Sullivan LLP, in
Seattle, Washington, expressed substantial doubt about Lenco
Mobile's ability to continue as a going concern, following its
auditor of the Company's financial statements for the fiscal year
ended Dec. 31, 2011.  The independent auditors noted that the
Company has experienced recurring losses from operations and
negative cash flows from operating activities.


LIGHTSQUARED INC: Sues Ergen and Dish as Harbinger Suit Nixed
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that LightSquared Inc., the developer of a satellite-based
wireless-communications system, took advantage of the door left
open by the bankruptcy judge and intervened on Nov. 15 in an
existing lawsuit by suing Charles Ergen and his Dish Networks
Corp. for impermissibly assuming a blocking position by purchasing
more than $1 billion in LightSquared debt.

According to the report, the lawsuit is aimed at precluding Ergen
and Dish from taking over LightSquared's spectrum licenses by
means of a competing reorganization plan in LightSquared's Chapter
11 case.

In early August, Philip Falcone's Harbinger Capital Partners LLC,
LightSquared's controlling shareholder, sued Ergen, Dish and an
Ergen-owned company named SP Special Opportunities Holdings LLC.
The suit contended that the defendants violated a provision in
LightSquared's credit agreement prohibiting a competitor like Dish
from buying the debt.

The suit argued that Ergen attempted to circumvent the prohibition
by having a company he owned buy the debt, rather than Dish or one
of its subsidiaries.

In late October, the bankruptcy judge in New York said she was
dismissing the suit by Harbinger, while giving LightSquared the
right to join the suit as a plaintiff.

On the Nov. 15 deadline for joining the suit, LightSquared filed
its own complaint. LightSquared's independent board committee in a
separate court filing said it authorized the suit to block Ergen
and his companies from accomplishing "indirectly what they could
not accomplish directly."

The complaint lays out facts endeavoring to show that Ergen bought
up enough debt by May so his company could block creditor approval
of any plan LightSquared might propose.  Contemporaneously, Ergen
made an offer for one of his companies to pay $2.22 billion and
buy LightSquared.

The lawsuit asks the judge to rule that it was improper for
Ergen's companies to buy debt. LightSquared also contends that the
judge should throw out the claim on debt Ergen bought because it
was acquired in violation of the loan agreement.

Dish said that the original Harbinger suit was a "transparent
effort by Harbinger to retain control of a company that it has
driven into bankruptcy."

Because affiliates of Dish weren't prohibited buyers, SP's debt
purchases were permitted and there was no duty to disclose, Dish's
companies have argued.

Creditors are voting on four competing reorganization plans, one
each by LightSquared, Harbinger, a group of secured lenders and
Mast Capital Management LLC. The confirmation hearing to approve
one of the plans is set for Dec. 10. To assist the court in
deciding who is making the best offer, there will be an auction,
to occur no later than Dec. 6.

The lawsuit is LightSquared LP v. SP Special Opportunities LLC (In
re LightSquared Inc.), 13-bk-01390, U.S. Bankruptcy Court,
Southern District of New York (Manhattan).

                      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.


LIQUIDMETAL TECHNOLOGIES: Incurs $6.7 Million Net Loss in Q3
------------------------------------------------------------
Liquidmetal Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $6.75 million on $456,000 of total revenue for the
three months ended Sept. 30, 2013, as compared with a net loss of
$1.06 million on $107,000 of total revenue for the same period
during the prior year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $12.16 million on $728,000 of total revenue as
compared with a net loss of $11.04 million on $517,000 of total
revenue for the same period last year.

The Company's balance sheet at Sept. 30, 2013, showed $5.08
million in total assets, $6.28 million in total liabilities and a
$1.19 million total shareholders' deficit.

"The Company anticipates that its current capital resources, when
considering expected losses from operations, will be sufficient to
fund the Company's operations through the end of the first quarter
of 2014.  The Company has a relatively limited history of
producing bulk amorphous alloy components and products on a mass-
production scale.  Furthermore, Visser's ability to produce the
Company's products in desired quantities and at commercially
reasonable prices is uncertain and is dependent on a variety of
factors that are outside of the Company's control, including the
nature and design of the component, the customer's specifications,
and required delivery timelines.  Such factors will likely require
that the Company raise additional funds to support the Company's
operations beyond the first quarter of 2014.  There is no
assurance that the Company will be able to raise such additional
funds on acceptable terms, if at all.  If the Company raises
additional funds by issuing securities, existing stockholders may
be diluted. If funding is insufficient at any time in the future,
the Company may be required to alter or reduce the scope of the
Company's operations or to cease operations entirely.  Uncertainty
as to the outcome of these factors raises substantial doubt about
the Company's ability to continue as a going concern," the Company
said in the Report.

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

                        http://is.gd/oi6EXD

                    About Liquidmetal Technologies

Based in Rancho Santa Margarita, Cal., Liquidmetal Technologies,
Inc., and its subsidiaries are in the business of developing,
manufacturing, and marketing products made from amorphous alloys.
Liquidmetal Technologies markets and sells Liquidmetal(R) alloy
industrial coatings and also manufactures, markets and sells
products and components from bulk Liquidmetal alloys that can be
incorporated into the finished goods of its customers across a
variety of industries.  The Company also partners with third-
party licensees and distributors to develop and commercialize
Liquidmetal alloy products.

Liquidmetal incurred a net loss of $14.02 in 2012, as compared
with net income of $6.15 million in 2011.

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 has suffered recurring losses from operations and
has an accumulated deficit, which raises substantial doubt about
the Company's ability to continue as a going concern.


LIME ENERGY: Sells Mechanical Service Business to Worth & Co.
-------------------------------------------------------------
Lime Energy has sold the assets of Landmark Service Company, LLC,
to Worth & Company, Inc.  Landmark Service focuses on providing
mechanical servicing to commercial and industrial customers in
Pennsylvania and surrounding regions.

Worth is the leading mechanical systems provider in the Mid-
Atlantic and will assume Landmark Service's contracts and certain
liabilities.  The majority of Landmark Service's employees will
become employees of Worth.

Lime Energy, a leading provider of energy efficiency solutions for
utilities, completed this sale as part of its increased focus on
utility direct install programs, the fastest growing segment of
the energy efficiency space.  "This sale reinforces Lime's
commitment to serving its growing list of utility clients, and to
dedicate the corporate resources necessary to maintain its track
record of exceeding program savings goals and delivering customer
satisfaction," said John O Rourke Lime's chief executive officer.

                         About Lime Energy

Headquartered in Huntersville, North Carolina, Lime Energy Co. --
http://www.lime-energy.com-- is engaged in planning and
delivering clean energy solutions that assist its clients in their
energy efficiency and renewable energy goals.  The Company's
solutions include energy efficient lighting upgrades, energy
efficient mechanical and electrical retrofit and upgrade services,
water conservation, building weatherization, on-site generation
and renewable energy project development and implementation.  The
Company provides energy solutions across a range of facilities,
from high-rise office buildings, distribution facilities,
manufacturing plants, retail sites, multi-tenant residential
buildings, mixed use complexes, hospitals, colleges and
universities, government sites to small, single tenant facilities.

The Company's balance sheet at June 30, 2013, showed $32.64
million in total assets, $31.68 million in total liabilities and
$952,000 in total stockholders' equity.

Lime Energy disclosed in regulatory filings in July 2013, it is in
discussions with PNC Bank about entering into a forbearance
agreement in which they would agree not to accelerate a loan for a
period of time while the Company attempts to correct the gas flow
issue and sell its landfill-gas facility.  The bank is considering
the Company's request.


LM U.S.: S&P Rates First-Lien Credit Facility 'B-'
--------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating on LM U.S. Member LLC (Landmark Aviation).  The
outlook is stable.  At the same time, S&P assigned its 'B-' issue
rating and '3' recovery rating to the company's first-lien credit
facility, which consists of an $85 million revolver due 2018 and a
$392.6 million term loan due 2019.  The '3' recovery rating
indicates S&P's expectation of meaningful (50%-70%) recovery in
the event of payment default.  S&P also affirmed its 'CCC' issue
rating on the $160 million second-lien term loan that matures in
2020.  The '6' recovery rating is unchanged and indicates S&P's
expectation for negligible (0%-10%) recovery in a default
scenario.

Landmark Aviation intends to increase the amount of its first-lien
term loan by $75 million and its revolver by $10 million,
resulting in a first-lien credit facility of about $480 million
(consisting of a $392.6 million term loan and an $85 million
revolver).  The company will use the proceeds from the increase to
finance its acquisition plans and pay down existing revolver
drawings.  This will result in Standard & Poor's adjusted pro
forma debt to EBITDA of 8.5x-9.5x and funds from operations (FFO)
to debt (Standard & Poor's adjusted) of 4%-7%.  S&P expects
earnings growth due to acquisition contributions and that a slowly
rebounding general aviation market will modestly improve Landmark
Aviation's credit metrics over the next 12 months, with Standard &
Poor's adjusted debt to EBITDA declining to 7.5x-8.5x and FFO to
debt (Standard & Poor's adjusted) improving to 6%-8% in 2014.

"We base our 'B-' corporate credit rating on Landmark Aviation's
"weak" business risk profile and "highly leveraged" financial risk
profile.  The business risk profile reflects the firm's exposure
to the cyclical U.S. general aviation market and limited growth
and expansion opportunities, but also high barriers to entry, good
customer and geographic diversity, and solid profitability.  The
financial risk profile reflects a high debt burden, including
substantial off-balance-sheet leases that we capitalize as a debt
equivalent.  Although the leases represent a substantial fixed
charge burden, they also reflect control over valuable facilities
at airports, which support the company's competitive position,"
S&P said.  "We expect currently elevated leverage to improve
somewhat, but that the financial profile will remain overall
highly leveraged," said credit analyst Tatiana Kleiman.

The rating outlook is stable.  S&P expects the company's credit
ratios will remain weak and only improve gradually, as high
capital expenditures over the next few years will constrain free
cash flow and, therefore, debt reduction. Revenue and earnings
should grow modestly as a result of new locations and stable-to-
improving business jet usage.  S&P could lower the ratings if the
weak economy or a spike in fuel prices decreases business jet
usage, constraining the company's liquidity such that S&P would
revise its assessment to "less than adequate" or "weak."  Although
unlikely in the next year, S&P could raise the ratings if cash
flow is greater than it expects and Landmark Aviation uses that
cash flow to reduce debt, decreasing debt to EBITDA to less than
5.5x.


LONGVIEW POWER: Contractors Won't Oppose $150-Mil. Loan
-------------------------------------------------------
Peg Brickley, writing for Daily Bankruptcy Review, reported that a
group of big contractors that has been battling Longview Power LLC
said they won't oppose a $150 million financial lifeline from the
company's lenders intended to keep the West Virginia power plant
online.

                     About Longview Power LLC

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

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

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


LPATH INC: Incurs $2.5 Million Net Loss in Third Quarter
--------------------------------------------------------
LPath, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $2.52 million on $2.55 million of total revenues for the three
months ended Sept. 30, 2013, as compared with a net loss of $1.10
million on $1.41 million of total revenues for the same period
during the prior year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $5.16 million on $5.67 million of total revenues as
compared with a net loss of $1.10 million on $5.50 million of
total revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, the Company had
$17.96 million in total assets, $7.61 million in total assets,
$10.35 million in total stockholders' equity.

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

                        http://is.gd/pjuLZz

                         About Lpath, Inc.

San Diego, Calif.-based Lpath, Inc. is a biotechnology company
focused on the discovery and development of lipidomic-based
therapeutics, an emerging field of medical science whereby
bioactive lipids are targeted to treat human diseases.

Lpath disclosed a net loss of $2.75 million in 2012, as compared
with a net loss of $3.11 million in 2011.


LUCID INC: Incurs $1.8 Million Net Loss in Third Quarter
--------------------------------------------------------
Lucid, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.85 million on $691,732 of revenues for the three months
ended Sept. 30, 2013, as compared with a net loss of $3.05 million
on $413,509 of revenues for the same period during the prior year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $4.17 million on $2.26 million of revenues as compared
with a net loss of $8.77 million on $1.30 million of revenues for
the same period during the prio ryear.

As of Sept. 30, 2013, the Company had $4.32 million in total
assets, $14.90 million in total liabilities and $10.58 million
total stockholders' deficit.

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

                        http://is.gd/mAw7vT

                           About Lucid Inc.

Rochester, N.Y.-based Lucid, Inc., is a medical device company
that designs, manufactures and sells non-invasive cellular imaging
devices enabling physicians to image and diagnose skin disease in
real time without an invasive or surgical biopsy.

"The Company will need to raise additional capital in the fourth
quarter of 2013 and beyond, and such capital may not be available
at that time or on favorable terms, if at all.  The Company may
seek to raise these funds through public or private equity
offerings, debt financings, credit facilities, or partnering or
other corporate collaborations and licensing arrangements.  If
adequate funds are not available or are not available on
acceptable terms, the Company's ability to fund its operations,
take advantage of opportunities, develop products and
technologies, and otherwise respond to competitive pressures could
be significantly delayed or limited, and operations may need to be
downsized or halted.

"There can be no assurance that the Company will be successful in
its plans described above or in attracting alternative debt or
equity financing.  These conditions have raised substantial doubt
about the Company's ability to continue as a going concern," the
Company said in its quarterly report for the period ended June 30,
2013.


M/I HOMES: Moody's Raises CFR to 'B2' & Alters Outlook to Stable
----------------------------------------------------------------
Moody's Investors Service upgraded M/I Homes, Inc.'s Corporate
Family Rating to B2 from B3 and Probability of Default Rating to
B2-PD from B3-PD. Concurrently, Moody's upgraded the company's
senior unsecured notes to B1 from B3 and senior subordinated notes
to Caa1 from Caa2. Additionally, the rating on the Series A
preferred shares was upgraded to Caa1 from Caa3. Moody's also
upgraded the company's Speculative-Grade Liquidity (SGL) rating to
SGL-2 from SGL-3. The rating outlook was changed to stable from
positive.

The upgrade of the Corporate Family Rating to B2 from B3 reflects
Moody's expectation that the company's operating performance and
key credit metrics will continue to improve. The positive momentum
is supported by solid growth fundamentals in the industry. The
upgrade also considers M/I Homes' conservative and disciplined
financial policies, including modest debt leverage relative to its
B2-rated peers and willingness to issue common equity.

The following rating actions were taken:

Corporate Family Rating, upgraded to B2 from B3;

Probability of Default Rating, upgraded to B2-PD from B3-PD;

$230 million 8.625% senior unsecured global notes, due 2018,
upgraded to B1 (LGD3, 41%) from B3 (LGD3, 44%);

$86 million 3% senior subordinate convertible senior notes, due
2018, upgraded to Caa1 (LGD6, 90%) from Caa2 (LGD5, 87%);

$58 million 3.25% senior subordinate convertible notes, due 2017,
upgraded to Caa1 (LGD6, 90%) from Caa2 (LGD5, 87%);

$48 million 9.75% series A preferred shares, upgraded to Caa1
(LGD6, 98%) from Caa3 (LGD6, 99%);

Speculative-Grade Liquidity Rating, upgraded to SGL-2 from SGL-3;

Subordinate shelf rating, (P) Caa2 was withdrawn;

The ratings outlook was change to stable from positive.

Ratings Rationale:

The B2 Corporate Family Rating reflects M/I Homes' relatively
small size, geographic concentration, and projected negative free
cash flow generation over the next 12-18 months as the company
continues to purchase land/lots.

At the same time, M/I Homes' B2 Corporate Family Rating is
supported by its disciplined operating strategy and conservative
balance sheet management as reflected in its modest debt-to-
capitalization ratio of about 45% and growing profitability on a
net income basis. Additionally, the rating incorporates Moody's
view that favorable homebuilding industry conditions, including
growing new orders, backlog and home pricing, will lead to further
growth in revenues and net worth and improvement in credit
metrics.

The SGL-2 Speculative Grade Liquidity Rating reflects Moody's
expectation that M/I Homes' liquidity profile will remain good
over the next 12 months. Moody's projects that the company will
utilize its $200 million unsecured revolving credit facility for
opportunistic land purchases. The liquidity profile is also
supported by low refinancing risk as the first debt maturity is in
2016.

The stable rating outlook reflects an expectation that the company
will continue to increase revenue generation in line with the rest
of the industry and improves its net worth, gross margins, and
other credit metrics over the next one to two years. The stable
outlook also considers Moody's expectation that debt to
capitalization will remain about 45%.

The ratings could be upgraded if homebuilding debt leverage
declines below 40% on a sustained basis with further improvement
in other key credit metrics such as interest coverage and gross
margin.

The ratings could be downgraded if the company's liquidity
position deteriorates, net income turns negative, or if adjusted
homebuilding debt leverage increases above 60%.

Headquartered in Columbus, Ohio and begun in 1976, M/I Homes, Inc.
sells homes under the trade names M/I Homes, Showcase Homes,
Tristone Homes and Triumph Homes, with homebuilding operations
located in Columbus and Cincinnati, Ohio; Indianapolis, Indiana;
Chicago, Illinois; Tampa and Orlando, Florida; Charlotte and
Raleigh, North Carolina; the Virginia and Maryland suburbs of
Washington, D.C; and Houston and San Antonio, Texas. Total
revenues and consolidated net income for the trailing twelve month
period ended September 30, 2013 were approximately $921 million
and $141 million, respectively.


MARINA DISTRICT: Moody's Rates Proposed $380MM Term Loan 'B2'
-------------------------------------------------------------
Moody's Investors Service assigned a B2 to Marina District Finance
Company, Inc.'s ("MDFC") proposed $380 million term loan due 2018.
Proceeds from the new debt offering will be used to redeem MDFC's
9.5% senior secured notes due 2015 of which $358.2 million is
outstanding. MDFC's B2 Corporate Family Rating and B2-PD
Probability of Default Rating were affirmed. Outlook maintained at
negative.

Moody's also assigned a Ba2 rating to MDFC's existing $60 million
revolver expiring 2018. The proposed term loan will be governed by
the same agreement that governs MDFC's revolver. However, in the
event of bankruptcy, the revolver has a priority in payment to the
payment of the company's existing senior secured notes and the
proposed term loan.

MDFC is a wholly-owned subsidiary of Marina District Development
Company, LLC. Marina District Development Company, LLC owns and
operates the Borgata Hotel Spa & Casino, including The Water Club
Hotel at Borgata in Atlantic City, NJ. MDFC generated
approximately $686 million of net revenue for the 12-month period
ended September 30, 2013.

New Ratings Assigned:

  $380 million term loan due 2018 -- B2 (LGD 4, 59%)

  $60 million revolver expiring 2018 -- Ba2 (LGD 1, 1%)

Ratings Affirmed:

  9.5% $358.2 million senior secured notes due 2015, at B2 (LGD 4,
  53%)

  9.875% $398 million senior secured notes due 2018, at B2 (LGD 4,
  53%)

Moody's will withdraw the B2 rating on the 9.5% $358.2 million
senior secured notes due 2015 if/when the proposed transaction
closes.

Ratings Rationale:

MDFC's B2 Corporate Family Rating considers the risks associated
with MDFC's single asset profile and Atlantic City location,
particularly given the company's high leverage. Debt/EBITDA was at
about 6.9 times for the latest 12-month period ended September 30,
2013, and slightly higher at about 7.2times pro forma for the
proposed term loan. Also considered is Moody's expectation that
consumer gaming demand throughout the U.S. will remain challenged.
In addition to ongoing competitive pressures, any significant
reduction of consumer spending on gambling prompted by fears of
slow economic growth could make it difficult for MDFC to grow its
earnings and reduce its leverage over the long-term.

Positive rating consideration is given to the quality and
popularity of the Borgata, a factor that continues to distinguish
the casino property from other casinos in Atlantic City. Also
considered is Moody's expectation that the company will remain
modestly free cash flow positive over the near term. In addition,
the B2 Corporate Family Rating also considers the benefits of the
proposed transaction including an extension of the company's debt
maturities, pro forma annual interest savings of about $7 million,
along with the pre-payable nature of the proposed term loan making
it possible for the company to further repay portions of its debt,
without penalties. In the most recent quarter, MDFC retired about
$40 million of 9.5% senior secured notes due 2015 using about $23
million of cash from the return of CRDA deposits and about $17
million of revolver availability and cash on hand.

The B2 assigned to the proposed term loan considers that it, along
with MDFC's existing senior secured notes -- the term loan and
secured notes rank pari passu with each other and have the same
priority in the event of bankruptcy -- comprises almost all of the
company's debt capital structure. The Ba2 assigned to the revolver
considers it's priority status relative to MDFC's existing senior
secured notes and the proposed term loan.

The negative rating outlook considers Moody's view that the
Atlantic City, NJ gaming market will continue to experience
declines in gaming revenue. Although Borgata has outperformed its
competitors in that market -- its gaming revenue declines have
been less than the overall market -- Moody's believes it could be
difficult for MDFC to achieve and maintain debt/EBITDA below 6
times and EBITDA less CAPEX/interest expense at or above 1.25
times, the targeted levels needed for MDFC to maintain a B2
Corporate Family Rating. MDFC's rating outlook was changed to
negative from stable in June 2013. Ratings could also be lowered
if MDFC does not complete this or subsequent refinancings that
eliminate its 2015 debt maturity before it becomes current.

The rating outlook could be revised back to stable if it appears
that MDFC will experience enough of a sustainable earnings
improvement to bring debt/EBITDA down towards 6.0 times and
continue to generate some level of positive free cash flow.
Positive developments related to the approval of internet gaming
in New Jersey and the recent favorable tax decision received by
the company could also benefit MDFC's rating. However, the
financial benefits of these developments are uncertain at this
time, and as a result, are not currently factored into the
company's rating or outlook.


MARINA DISTRICT: S&P Rates Proposed $380 Million Term Loan 'B+'
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned Marina District
Development Co. LLC's (MDDC's) proposed $380 million term loan due
2018 'B+' issue-level rating (one notch above the 'B' corporate
credit rating), with a '2' recovery rating, indicating S&P's
expectation for substantial (70% to 90%) recovery for lenders in
the event of a payment default.

At the same time, S&P assigned the company's existing $60 million
priority revolving credit facility due 2018 its 'BB-' issue-level
rating (two notches higher than the 'B' corporate credit rating),
with a '1' recovery rating indicating S&P's expectation for very
high (90% to 100%) recovery for lenders in the event of a payment
default.

All other ratings, including S&P's 'B' corporate credit rating
remain unchanged.  The rating outlook is stable.

S&P expects to withdraw its issue-level and recovery ratings on
the company's 9.5% senior secured notes due 2015 once the notes
are repaid.

Standard & Poor's 'B' corporate credit rating on MDDC reflects its
view of the company's reliance on a single property for cash flow,
in a declining Atlantic City casino market facing significant
regional competition.  The rating also reflects S&P's expectation
that the ratio of operating lease-adjusted debt to EBITDA will
remain high, at above 6x through 2014.

"We believe the Atlantic City casino market may experience a
gaming revenue decline in 2014, as it faces competitive threats
from nearby markets in Pennsylvania, Maryland, and New York, and
from the addition of online gaming in New Jersey," said Standard &
Poor's credit analyst Melissa Long.  "While we expect customers
will shift some of their gaming spend to online gaming sites from
casino properties, we think online gaming will modestly increase
the overall size of the New Jersey gaming market, and we expect
online gaming revenue will be sufficient to alleviate the decline
in 2014 casino property gaming revenue."

S&P's rating outlook is stable, reflecting its expectation that,
despite its forecast for continued high debt leverage, it believes
Borgata's high-quality and market-leading position will continue
to drive moderate free operating cash flow, which the company can
use for debt repayment.


MAUI LAND: Incurs $1.6 Million Net Loss in Third Quarter
--------------------------------------------------------
Maui Land & Pineapple Company, Inc., reported a net loss of $1.56
million on $2.83 million of total operating revenues for the three
months ended Sept. 30, 2013, as compared with a net loss of $1.61
million on $3.62 million of total operating revenues for the same
period during the prior year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $2.54 million on $9.29 million of total operating
revenues as compared with a net loss of $2.89 million on $12.38
million of total operating revenues for the same period a year
ago.

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

                         http://is.gd/ALmKnt

                  About Maui Land & Pineapple Co.

Maui Land & Pineapple Company, Inc. (NYSE: MLP) --
http://mauiland.com/-- develops, sells, and manages residential,
resort, commercial, and industrial real estate.  The Company owns
approximately 23,000 acres of land on Maui and operates retail,
utility operations, and a nature preserve at the Kapalua Resort.
The Company's principal subsidiary is Kapalua Land Company, Ltd.,
the operator and developer of Kapalua Resort, a master-planned
community in West Maui.

Maui Land incurred a net loss of $4.60 million in 2012, as
compared with net income of $5.07 million in 2011.  As of June 30,
2013, the Company had $57.48 million in total assets, $92.18
million in total liabilities and a $34.70 million stockholders'
deficiency.

Deloitte & Touche LLP, in Honolulu, Hawaii, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012, citing recurring negative cash
flows from operations and deficiency in stockholders' equity which
raise substantial doubt about the Company's ability to continue as
a going concern.


MCDERMOTT INTERNATIONAL: Moody's Cuts Corp. Family Rating to Ba2
----------------------------------------------------------------
Moody's Investors Service downgraded McDermott International's
corporate family rating to Ba2 from Ba1, its probability of
default rating to Ba3-PD from Ba2-PD and the rating on its senior
secured credit facility to Ba1 from Baa3. Moody's also assigned a
Speculative Grade Liquidity Rating of SGL-3. The ratings downgrade
reflects McDermott's significantly weaker than expected operating
results which, combined with its elevated spending on growth
investments, are driving a substantial deterioration in its credit
metrics. The ratings outlook is negative.

The following actions were taken:

  Corporate family rating, lowered to Ba2;

  Probability of default rating, lowered to Ba3-PD;

  Senior secured credit facility, lowered to Ba1 (LGD 2, 16%)

  Assigned speculative grade liquidity rating of SGL-3

  Outlook is negative

Ratings Rationale:

McDermott's operating results have weakened considerably over the
past nine months due to the timing of projects in the backlog of
orders, competitive bidding pressure and project execution issues.
The nature of the company's business, which includes fixed priced
offshore oil & gas projects that are often in the range of $100
million to $1 billion, lends itself to volatility in orders,
project timing, revenues and profitability and encompasses high
execution risk. These characteristics have been evident in
McDermott's weak performance during the first nine months of 2013.

The company entered 2013 with a sizeable order backlog of about
$5.1 billion, however the backlog was concentrated with work
scheduled to be completed in 2014 and beyond. Therefore, the
company's 2013 order book was light and the company was unable to
compensate with shorter book and bill work. This has led to an
underutilization of the company's resources and has been
compounded by projection execution issues related to mechanical
and technical problems with the company's vessel fleet along with
lower than expected productivity on a few projects. This has
resulted in McDermott producing negative adjusted EBITDA of $27
million for the nine months ended September 30, 2013 versus
positive EBITDA of $369 million during the same period in the
prior year.

Moody's expects the company to produce positive EBITDA in the
fourth quarter assuming a successful conclusion to its joint
venture Papa Terra project. This should enable the company to
produce modestly positive full year adjusted EBITDA, but slightly
negative EBITA which will result in very weak credit metrics.
McDermott's adjusted leverage ratio (Debt/EBITDA) is expected to
rise to about 3.5x and its interest coverage ratio (EBITA/Interest
Expense) will decline to about -1.2x at the end of 2013. McDermott
is expected to produce a significant improvement in EBITDA and
cash generation in 2014 based on the timing of projects in its
backlog and the benefits of its Atlantic segment restructuring.
However, operating results are still expected to remain at a
depressed level until the company commences the marine
installation phase of the $2 billion Inpex Ichthys project, which
is currently expected to occur in late 2014. Therefore, Moody's is
expecting McDermott to produce 2014 adjusted EBITDA in a range of
$200 million to $250 million with most of the EBITDA generation
weighted to the back half of the year.

The expected improvement in 2014 operating results will produce
only a modest improvement in the company's credit metrics since it
is expected to maintain elevated capital investments on growth
initiatives such as new vessels, enhancements to existing vessels
and new fabrication capacity. This will require the company to
borrow on its credit facility or pursue additional financing.
Therefore, its leverage ratio will decline modestly to about 3.0x
and its interest coverage ratio will rise to about 0.8x, but
remain very weak. Moody's estimates the company will have to
borrow about $200 million to $300 million in 2014 to support
capital investments of about $400 million to $500 million. Moody's
recognizes that the company has recently installed a new CEO that
will be reassessing the company's strategic initiatives and
capital spending levels.

McDermott is expected to maintain a relatively conservative
balance sheet and adequate liquidity, as reflected in the SGL-3
rating, despite the expectation for weak operating results and
elevated capital spending due to its historically conservative
financial policies. The company's Moody's adjusted debt of about
$425 million consists mostly of pension and operating lease
adjustments since the company has no outstanding borrowings on its
revolver and $94 million of vessel financing. In addition, the
company's adjusted interest expense consists mostly of pension and
lease adjustments since the company has very little funded debt
currently. The company also maintains about $300 million of
unrestricted cash and investments and $713 million of availability
on its $950 million senior secured revolving credit facility.
Moody's expects liquidity to decline materially in 2014 unless
operating results improve more significantly than expected,
capital spending is reduced or it pursues additional financing
options.

The negative outlook reflects McDermott's recent weak operating
results and deteriorating credit metrics driven by project timing,
competitive bidding pressure, execution issues and the company's
elevated capital spending program. The outlook could be stabilized
to the extent the company demonstrates that it can achieve
significantly improved operating trends and stronger credit
metrics including EBITA-to-Interest Expense of greater than 2.5x
and funds from operations of at least 25% of adjusted debt.

Given the recent poor operating results and elevated spending
plans, upside rating movement in the medium term is unlikely.
However, should McDermott be able to achieve substantially
improved credit metrics including EBITA-to-Interest above 3.5x and
cash and marketable securities greater than 40% of adjusted debt,
then a change in rating could be considered.

A downgrade could be considered if McDermott is not be able to
achieve materially improved operating results, its credit metrics
fail to improve or its liquidity position deteriorates materially.
Downside triggers would include the interest coverage ratio
remaining below 2.0x and funds from operations below 20% of
adjusted debt.

McDermott International, Inc. is a full-service engineering and
construction company that provides fully integrated EPCI
(engineer, procure, construct and install) services exclusively to
the upstream offshore oil & gas sector. McDermott provides both
shallow water and deepwater construction services and delivers and
installs fixed and floating production facilities and subsea
infrastructure. Its customers include national, major integrated
and other oil and gas companies. During the twelve months ended
September 30, 2013, the company reported revenue of approximately
$3.1 billion with about 42% generated in The Middle East, 39% in
the Asia Pacific region and 19% in the Atlantic region.


MEDIA GENERAL: Offering 7.1 Million Common Shares Under Plans
-------------------------------------------------------------
Media General, Inc., registered with the U.S. Securities and
Exchange Commission an aggregate of 7.1 million shares of common
stock issuable under the Company's 1995 Long-Term Incentive Plan,
MG Advantage 401(k) Plan and Directors' Deferred Compensation
Plan.

On or about Nov. 8, 2013, the Company will complete a
reclassification of its capital stock that will result in holders
of the Company's Class A Common Stock having the right to receive
an equal number of shares of Voting Common Stock.  Immediately
following the Reclassification, New Young Broadcasting Holding
Co., will merge with a subsidiary of the Company, with Young
surviving the Merger as a wholly-owned subsidiary of the Company.

Equity-based awards granted pursuant to Plans that are granted or
remain outstanding after the reclassification are exercisable or
convertible, as applicable, into shares of Voting Common Stock.

A copy of the Form S-8 prospectus is available for free at:

                        http://is.gd/DfoMwk

                        About Media General

Richmond, Virginia-based Media General Inc. (NYSE: MEG) --
http://www.mediageneral.com/-- is an independent communications
company with interests in newspapers, television stations and
interactive media in the United States.

The Company's balance sheet at Sept. 30, 2013, showed
$749.87 million in total assets, $967.06 million in total
liabilities and a $217.18 million stockholders' deficit.

                           *     *     *

As reported by the Troubled Company Report on July 10, 2013,
Moody's Investors Service upgraded Media General, Inc.'s Corporate
Family Rating to B1 from Caa1 reflecting the marked improvement in
credit metrics pro forma for the pending stock merger with New
Young Broadcasting Holding Co., Inc.

In the July 12, 2013, edition of the TCR, Standard & Poor's
Ratings Services raised its corporate credit rating on Richmond,
Va.-based local TV broadcaster Media General Inc. to 'B+' from
'B'.  "The rating action reflects the improvement in discretionary
cash flow from the refinancing and our expectation that trailing-
eight-quarter leverage will remain at 6x or below over the
intermediate term," said Standard & Poor's credit analyst Daniel
Haines.


MEMPHIS REDBIRDS: Enters Into Rescue Deal with St. Louis Cardinals
------------------------------------------------------------------
The Memphis Redbirds Baseball Foundation on Nov. 15 disclosed that
it has reached a strategic agreement that would rescue the
financially troubled Memphis Redbirds and AutoZone Park.  The
Foundation has been operating the Redbirds and AutoZone Park under
a forbearance agreement since it defaulted on its required bond
payment in 2010.  The agreement calls for the St. Louis Cardinals
to acquire the Memphis Redbirds and the City of Memphis to acquire
AutoZone Park.  The City would then lease the ballpark to the
Redbirds through a long-term lease agreement.  The agreement
includes a significant capital investment in AutoZone Park to add
features that will significantly improve the overall fan
experience.

The plan has the full support of the Foundation's sole bondholder,
Fundamental Advisors LP, who will retire the original bonds issued
by the Memphis Center City Revenue Finance Corporation as part of
the transaction.  Fundamental has agreed to take a significant
discount on the original principal amount of the bonds as part of
this transaction.  Mayor A C Wharton, Jr. and members of his
administration have conducted extensive due diligence and will
recommend the Memphis City Council approve the transaction during
its December 3rd meeting.  The agreement calls for the parties to
close the transaction by December 31, 2013.

"We are thrilled that we are in a position to return the stadium
back to the people of Memphis," said John Pontius, treasurer for
the Memphis Redbirds Baseball Foundation.  "Our team will benefit
from best-in-class leadership of the Cardinals.  We want to thank
everyone involved, and look forward to a bright future ahead as a
part of this world-class organization."

"The Redbirds represent the best of minor league baseball," added
William DeWitt Jr., Chairman and CEO of the St. Louis Cardinals.
"This opens the door to countless new opportunities for our
combined organization, and we are thrilled about the prospects for
baseball fans in both of our great cities."

"Returning ownership of AutoZone Park to its fans is a major
victory for our city," said Mayor A C Wharton, Jr.  "This
agreement will retire all of the outstanding bonds and will
stabilize the long-term future of the Redbirds and AutoZone Park.
Also, we will be investing in our future and partnering with the
best organization in MLB.  We have done our homework and believe
that it is in the best long-term interests of the City and its
residents to move forward with this transaction.  On December 3rd,
I will encourage City Council to approve this agreement, which I
believe will bring renewed excitement and energy to Memphis and
our beloved Redbirds."

"We are proud of what we have achieved by working with the City,
the Foundation and other interested parties during the turnaround
phase of this project," said Laurence Gottlieb, Chairman and CEO
of Fundamental Advisors.  "By every observable metric, the team
and stadium are in a far better place today than when we acquired
the bonds.  The time is right to turn the stadium back over to the
great city of Memphis, and to leave the team in the hands of the
world-class St. Louis Cardinals organization.  We will be cheering
from the sidelines."

          About The Memphis Redbirds Baseball Foundation

The Memphis Redbirds Baseball Foundation is the first and only
not-for-profit charitable organization in the United States to own
and operate a professional baseball franchise, the Triple-A
Memphis Redbirds.  AutoZone Park -- the finest ballpark ever built
in the United States below the Major League level -- is the home
of the Redbirds and has served as the cornerstone of development
in downtown Memphis.  Incorporating the Memphis Redbirds as not-
for-profit entity allows the community to own the team and
facility.  For the first time in history, Mid-South residents,
corporate leaders and baseball fans are able to give back to the
community -- and at the same time enjoy first class entertainment
-- by supporting Memphis Redbirds Baseball.

                  About the St. Louis Cardinals

The St. Louis Cardinals -- http://www.cardinals.com-- are one of
the most storied franchises in all of baseball.  Since they joined
the National League in 1892, the Cardinals have won more than
9,500 games, 11 World Series Championships and 19 N.L. Pennants, 3
N.L. Eastern Division Titles, 8 N.L. Central Division Titles and 2
N.L. Wild Card Titles.  Over 40 former Cardinals players and
managers are enshrined in the National Baseball Hall of Fame.

                    About Fundamental Advisors

Fundamental Advisors is a leading alternative asset manager
dedicated to the municipal markets.  Founded in 2007 as a private
equity firm focused on revitalizing distressed assets, Fundamental
now offers a range of investment vehicles that capitalize on the
growing opportunity set in the municipal market.


MERCATOR MINERALS: Extends Waiver for Mineral Park Credit Facility
------------------------------------------------------------------
Mercator Minerals Ltd. on Nov. 15, further to the September 30,
2013 and October 31, 2013 press releases, disclosed that the
Company and its indirect wholly owned subsidiary, Mineral Park
Inc. have entered into ancillary documentation with the syndicate
of lenders under the MPI credit facility to extend the forbearance
in exercising any remedies under the Credit Facility and waive
certain other covenants until November 29, 2013.  The forbearance
can be extended beyond November 29, 2013 with the approval of the
requisite Lenders.

                   About Mercator Minerals Ltd.

Mercator Minerals Ltd., a TSX listed base metals mining company,
operates the wholly-owned copper/molybdenum/silver Mineral Park
Mine in Arizona, USA.  Mercator also wholly-owns two development
projects in Sonora, Mexico: the copper heap leach El Pilar project
and the molybdenum/copper El Creston property.


MERRIMACK PHARMACEUTICALS: Files Form 10-Q, Had $39MM Loss in Q3
----------------------------------------------------------------
Merrimack Pharmaceuticals, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $39.76 million on $6.85 million of
collaboration revenues for the three months ended Sept. 30, 2013,
as compared with a net loss of $23.32 million on $11.32 million of
collaboration revenues for the same period during the prior year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $98.33 million on $39.96 million of collaboration
revenues as compared with a net loss of $66.86 million on $34.73
million of collaboration revenues for the same period last year.

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.

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

                         http://is.gd/O9y1Ee

                           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.


METRO AFFILIATES: New York City Opposes Quick Sale
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that New York doesn't want school bus operator Atlantic
Express Transportation Corp. auctioning off the business on Dec.
13, saying in papers filed last week in bankruptcy court that a
quick sale "will literally leave 40,000 children out in the cold."

According to the report, Atlantic, the fourth-largest school-bus
operator in the U.S., began a Chapter 11 reorganization on Nov. 4
and has a hearing in bankruptcy court on Nov. 18 for approval of
sale procedures. There's no buyer under contract yet.

If the judge approves, an auction would occur Dec. 13, followed by
a hearing to approve sale Dec. 16.

The city said it can't wait until Dec. 16 to learn whether other
bus companies will take on some or all of the 1,400 routes
Atlantic operates. Two weeks' time isn't enough, the city said, to
find replacement operators.

New York emphasized that many students carried by Staten Island-
based Atlantic have disabilities and can't use public
transportation.

                      About Metro Affiliates

Staten Island, New York-based Metro Affiliates, Inc., and its
subsidiaries sought protection under Chapter 11 of the Bankruptcy
Code on Nov. 4, 2013 (Bankr. S.D.N.Y. Case No. 13-13591).  The
case is assigned to Judge Sean Lane.

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

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

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

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


NET MEDICAL: Reports $12,000 Net Income in Sept. 30 Quarter
-----------------------------------------------------------
Net Medical Xpress Solutions, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q,
reporting a net income of $12,000 on $1.23 million of gross
revenues for the three months ended Sept. 30, 2013, compared to a
net loss of $19,000 on $964,000 of gross revenues for the same
period last year.

The Company's balance sheet at Sept. 30, 2013, showed $1.47
million in total assets, $885,000 in total liabilities, and
stockholders' equity of $582,000.

The Company has incurred cumulative net losses of approximately
$15,275,000 since its inception and requires capital for its
contemplated operational and marketing activities to take place.
The Company?s ability to raise additional capital through the
future issuances of the common stock is unknown.

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

                        http://is.gd/rB4v7N

Albuquerque, New Mexico-based Net Medical Xpress Solutions, Inc.,
ervices, Inc., develops and markets proprietary Internet
technology-based software.


NEXTAG INC: Moody's Lowers CFR & First Lien Debt Rating to Caa1
---------------------------------------------------------------
Moody's Investors Service downgraded NexTag Inc.'s corporate
family rating (CFR) to Caa1 from B2, its probability of default
rating to Caa1-PD from B3-PD, and the rating for the company's
senior secured credit facilities to Caa1, from B2. Moody's
maintained the negative outlook for NexTag's ratings. The rating
actions reflect rapid deterioration in NexTag's business amid
increasing competition.

Moody's has taken the following ratings actions:

Issuer: NexTag, Inc.

  Corporate family rating -- Caa1, downgraded from B2

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

  $25 million first lien revolving credit facility due 2016 --
  Caa1, LGD3 (48%), downgraded from B2, LGD3 (31%)

  $93 million (outstanding) first lien term loan due 2016 -- Caa1,
  LGD3 (48%), downgraded from B2, LGD3 (31%)

Outlook: Negative

Ratings Rationale:

The downgrade of the CFR to Caa1 reflects NexTag's elevated
probability of default and the risk of debt impairment as a result
of NexTag's rapidly deteriorating profitability and uncertain
revenue prospects amid intense competition in the online
comparison shopping industry. NexTag announced on November 8,
2013, that it has fully drawn its $25 million revolving credit
facility subsequent to the close of the quarter ended September
30, 2013, despite its adequate cash balances. The increase in debt
relative to NexTag's declining EBITDA could trigger a breach in
the company's financial maintenance covenants in the very near
term.

NexTag's EBITDA declined by about 66% year-over-year in the YTD 3Q
2013 period as a result of a sharp decline in free web traffic
from Google's search pages to its comparison shopping websites and
increasing competition from Google's own comparison shopping
offering, Google Shopping. Furthermore, NexTag reported increasing
competition for paid web traffic in the third quarter which has
challenged the company's plans of mitigating revenue declines by
growing customer traffic through paid traffic sources.

Moody's believes that NexTag will be challenged in diversifying
its product revenues and reducing its dependence on the leading
search engines for customer traffic. The company has modest
operating scale relative to its main competitors. However, the
Caa1 rating is supported by NexTag's adequate levels of liquidity
and assets comprising comparison shopping web properties and
technologies.

Moody's maintained the negative outlook for NexTag's ratings
reflecting uncertainty as to the company's near term prospects and
its significant execution challenges in stabilizing profitability
through new product initiatives.

Moody's could downgrade NexTag's ratings if it believes that the
company is unlikely to maintain adequate levels of liquidity or if
its free cash flow deficit increases.

A ratings upgrade is unlikely in the near term. However, Moody's
could stabilize NexTag's rating outlook if it maintains good
liquidity and generates positive free cash flow on a sustained
basis.

Headquartered in San Mateo, California, NexTag is a leading e-
commerce retail/merchant aggregator and comparison shopping
provider. The company reported approximately $154 million in
revenue for the twelve months ended September 2013.


NIRVANIX INC: Committee Opposes Quick Sale to Insider Buyer
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that when Nirvanix Inc. comes to bankruptcy court on Nov.
19 for approval of a sale to an insider, the newly formed
creditors' committee will be opposed.

According to the report, the committee wants a 30-day delay in the
sale of assets belonging to the cloud-based data storage provider.

Nirvanix filed a petition for Chapter 11 protection on Oct. 1 and
received court approval for auction and sale procedures almost two
weeks before the committee was formed.

The committee said in papers filed Nov. 15 that the purchaser is
an insider, as is the secured lender. The committee opposes the
sale, saying there's no evidence about the extent of marketing or
the value of the assets.

Last week, the committee convened a telephonic hearing with the
judge requesting a delay of the Nov. 19 sale hearing and the
auction that was to occur Nov. 15. The judge denied the request
for a delay and told the committee to lodge an objection at the
Nov. 19 sale hearing. The Nov. 15 auction was canceled for lack of
competing bids.

The committee said there's no rush because San Diego-based
Nirvanix has halted operations. It has no customers and few
employees, according to the committee.

Acme Acquisition LLP is under contract to buy the intellectual
property for $2.8 million plus assumption of specified
liabilities.

The assets would have been auctioned in two lots, with the
intellectual property in Lot 1. All other assets were to be in
Lot 2.

                    About Nirvanix, Inc.

Cloud storage company Nirvanix, Inc., based in San Diego,
California, sought protection under Chapter 11 of the Bankruptcy
Code on Oct. 1, 2013 (Case No. 13-12595, Bankr. D.Del.).  The case
is assigned to Judge Brendan Linehan Shannon.

The Debtor is represented by Norman L. Pernick, Esq., Marion M.
Quirk, Esq., and Patrick J. Reilley, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, PA.  Cooley LLP serves as the Debtor's
special corporate counsel.  Arch & Beam Global LLC serves as the
Debtor's financial advisor.  Epiq Systems Inc. is the Debtor's
claims and noticing agent.

The Debtor disclosed estimated assets of $10 million to $50
million and estimated debts of $10 million to $50 million.

The petition was signed by Debra Chrapaty, CEO.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, named By
Appointment Only, Inc., Independent Consulting Services, and
Rebit, Inc., to the Official Committee of Unsecured Creditors in
connection with the Chapter 11 case of Nirvanix Inc.


NISKA GAS: S&P Lowers Rating to 'B+' on Continued Weak Metrics
--------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its ratings of
Houston-based natural gas storage company Niska Gas Storage
Partners LLC to 'B+' from 'BB-'.  The outlook is stable.  At the
same time, Standard & Poor's lowered its issue-level rating on the
senior secured debt at its subsidiaries, Niska Gas Storage US LLC
and AECO Gas Storage Partnership, to 'BB' from 'BB+', and its
issue-level rating on the senior unsecured debt rating at
subsidiaries Niska Gas Storage US and Niska Gas Storage Canada ULC
to 'B' from 'B+'.  The recovery ratings of '1' and '5' on the
senior secured and senior unsecured debt, respectively, are
unchanged.  Subsequently, Standard & Poor's withdrew its 'BB'
issue-level rating and '1' recovery rating on the senior secured
debt at the company's request.

"The downgrade reflects our expectation that seasonal natural gas
storage spreads will be weaker in fiscal years 2014 and 2015,
squeezing credit metrics.  We no longer expect meaningful
deleveraging, which is why we revised our financial risk profile
to "highly leveraged" from "aggressive", resulting in the
downgrade," said Standard & Poor's credit analyst Gerry Hannochko.

The ratings on Niska reflect Standard & Poor's assessment of the
company's leveraged balance sheet, exposure to contract renewal
risk and market pricing risk, the potential large working-capital
and liquidity requirements of its optimization program, and
Niska's master limited partnership structure.  In S&P's view,
offsetting these weaknesses are the company's market leading
storage capacity in the Western Canadian Sedimentary Basin and
Northern California; consistent adherence to its target business
mix between long- and short-term contracts and optimization; and
strict adherence to its risk management policies, which has
resulted in a good track record of operational stability.  The
ratings also reflect our assessment of a "fair" business risk
profile and highly leveraged financial risk profile.

Niska owns and operates the largest independent natural gas
storage business in North America.  The company owned and operated
251 billion cubic feet (bcf) of total storage capacity as of
Sept. 30 2013.  Canadian assets include the AECO hub in Alberta,
which includes the Suffield (83.5 bcf) and Countess (70.5 bcf)
facilities. In the U.S., Niska also owns and operates the Wild
Goose (75 bcf) facility in northern California, the Salt Plains
facility (13 bcf) in Oklahoma, and 8.5 bcf of leased natural gas
capacity.  It also provides natural gas marketing services to the
Ontario and British Columbia energy market as a natural extension
of its commercial storage activities in the midcontinent region.

The stable outlook reflects Standard & Poor's expectation that
Niska's financial metrics will remain at our forecast of adjusted
funds from operations-to-debt of approximately 10% and 6x debt-to-
EBITDA in fiscal years 2014 and 2015, which are within the highly
leveraged category.

S&P could lower the ratings if the company makes a major
acquisition that further stresses cash flow protection metrics.

S&P believes an upgrade during our year-long outlook horizon is
unlikely without a demonstrated improvement in the financial risk
profile, such that S&P expected adjusted AFFO-to-debt to fall
sustainably within the 12%-15% range and debt-to-EBITDA at 4.0x
under its base-case scenario.


NNN CYPRESSWOOD: Lender Wins Stay Relief; UST Wants Dismissal
-------------------------------------------------------------
The U.S. Trustee for the Northern District of Illinois is asking
the bankruptcy court to enter an order dismissing the Chapter 11
case of NNN Cypresswood Drive 25, LLC.

The reason for the request is that the automatic stay has been
lifted on the Debtor's sole asset and cannot confirm a plan of
reorganization.

The U.S. Trustee reserves the right to raise other grounds for
conversion or dismissal based on any papers filed or testimony
taken at or before the hearing on the motion.  The hearing is
slated for Dec. 4, 2013, at 10:00 a.m.

The bankruptcy judge on Oct. 24, 2013 entered an order approving
secured creditor WBCMT 2007-C33 Office 9720's motion for relief
from the automatic stay.

                    About NNN Cypresswood Drive

NNN Cypresswood Drive 25, LLC, filed a Chapter 11 petition (Bankr.
N.D. Ill. Case No. 12-50952) on Dec. 31, 2012, in Chicago.  The
Debtor, a Single Asset Real Estate as defined in 11 U.S.C. Sec.
101(51B), has principal assets located at 9720 & 9730 Cypresswood
Drive, in Houston, Texas.  The Debtor valued its assets and
liabilities at less than $50 million.  In its schedules, the
Debtor disclosed assets of Unknown amount and $35,181,271 in
liabilities as of the Chapter 11 filing.

Michael L. Gesas, Esq., at Arnstein & Lehr LLP, in Chicago,
represent the Debtor as counsel.  Mubeen M. Aliniazee and
Highpoint Management Solutions, LLC, serve as the Debtor's
financial consultant.

No trustee, examiner, or statutory creditors' committee has been
appointed in this chapter 11 case.


OPAL ACQUISITION: Moody's Gives B3 CFR & Rates First Lien Debt B1
-----------------------------------------------------------------
Moody's Investors Services assigned a B3 Corporate Family Rating
(CFR) and B3-PD Probability of Default Rating to Opal Acquisition,
Inc. ("Opal NewCo"), the indirect parent of workers' compensation
cost-containment services firm, One Call Medical, Inc. ("One
Call"). At the same time, Moody's assigned B1 (LGD 3, 30%) ratings
to the company's proposed first lien senior secured credit
facilities, including an $825 million senior secured first lien
term loan and a $100 million senior secured first lien revolver.
Moody's also assigned a Caa2 (LGD 5, 81%) rating to the company's
proposed $420 million senior secured second lien term loan. The
proceeds from the senior secured credit facilities, along with an
equity contribution from funds advised by Apax Partners and
management rollover equity, will fund Apax's buyout from the
current owner Odyssey Investment Partners, refinance existing
debt, and pay transaction fees and expenses. The rating outlook is
stable.

All ratings are subject to review of final documentation.

Moody's assigned the following ratings:

Issuer: Opal Acquisition, Inc.

Corporate Family Rating, B3

Probability of Default Rating, B3-PD

$100 million senior secured first lien revolving credit facility,
rated B1 (LGD 3, 30%)

$825 million senior secured first lien term loan, rated B1 (LGD 3,
30%)

$420 million senior secured second lien term loan, rated Caa2 (LGD
5, 81%)

The rating outlook is stable.

Moody's anticipates all of the ratings of predecessor, One Call
Medical, Inc., including its B2 CFR and ratings on existing bank
debt, will be withdrawn upon completion of the proposed
transaction and repayments of existing debt.

Ratings Rationale:

"The B3 Corporate Family Rating reflects Opal NewCo's very high
financial leverage resulting from the sizeable amount of debt that
will be used to fund the acquisition of the company," stated
Moody's Analyst Daniel Gon‡alves. "However, the company's credit
profile benefits from its leading market presence within the
workers' compensation cost-containment services industry,"
continued Gon‡alves.

On a pro forma basis for the LBO financing transaction, Moody's
estimates pro forma adjusted debt to EBITDA of approximately 8
times for the twelve months ended September 30, 2013, including
75% of management's estimate for acquisition-related cost
synergies. The rating also reflects the company's modest absolute
size based on revenue, integration risks associated with recent
acquisitions, considerable concentration of revenues with its
largest customers and relatively low profitability margins.
However, the rating is supported by the company's leading
positions within niche sub-segments of the worker's compensation
market and modest regulatory or reimbursement risk. Despite its
concentration by top customers, the company is well-diversified by
state. Moody's also believes recent acquisitions have strengthened
the company's leadership position across its workers' compensation
sub-segments and provides solid organic growth prospects and good
cross-selling opportunities. Further, despite high financial
leverage, Moody's expects the company to generate positive free
cash flow and maintain a good liquidity profile.

The stable outlook incorporates Moody's expectation that the
company will exhibit steady organic revenue and earnings growth
such that leverage declines from the currently very high levels,
supported by the realization of acquisition synergies with minimal
integration disruption.

The ratings could be downgraded if the company undertakes a
significant acquisition which increases financial leverage, or if
the company faces delays related to the integration and
realization of acquisition synergies. In particular, the ratings
could be downgraded if the company is unable to reduce adjusted
debt to EBITDA to below 7.5 times over the next 12-18 months, if
free cash flow turns negative, or if liquidity materially
deteriorates.

An upgrade is unlikely in the near-term given the company's very
high financial leverage and aggressive acquisition strategy.
However, the ratings could be upgraded over the intermediate-term
if adjusted debt to EBITDA is sustained below 6 times and free
cash flow to debt is sustained above 4%. An upgrade would also
require the company to engage in a more conservative acquisition
strategy that does not lead to material integration risks or
increases to leverage.

Based in Parsippany, New Jersey, Opal Acquisition, Inc. ("Opal
NewCo"), the indirect parent of One Call Medical, Inc., provides
cost containment services related to workers' compensation claims,
acting as an intermediary between healthcare providers, payors and
patients. On a pro forma basis for the recent acquisitions of
TechHealth and 3i Corp, Moody's estimates the combined company
generated pro forma revenue of approximately $894 million for the
twelve months ended September 30, 2013.


ORMET CORP: Glencore Buying Alumina for $8.4 Million
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Ormet Corp., the aluminum producer forced to halt
production, is selling 32,000 metric tons of alumina for
$8.4 million to Glencore AG.

According to the report, under streamlined procedures approved
earlier this month after Ormet began liquidating, the sale will be
approved unless someone objects by Nov. 19.

Last week, Ormet was authorized to sell the Burnside alumina
smelter to Almatis Inc. for $39.4 million without an auction.

A court-approved sale of the business to lender and part owner
Wayzata Investment Partners LLC couldn't be completed because Ohio
utility regulators declined in October to grant requested
reductions in electricity prices. Wayzata would have bought the
operation mostly in exchange for debt.

The regulatory ruling forced Ormet to halt operations at the
smelter in Hannibal, Ohio. and put the Burnside facility into a
"hot-idle" status. The decision to liquidate followed.

The Burnside facility could produce 540,000 tons of smelter-grade
alumina a year. The Hannibal smelter has a capacity of 270,000
tons of primary aluminum a year.

                         About Ormet Corp.

Aluminum producer Ormet Corporation, along with affiliates, filed
for Chapter 11 protection (Bankr. D. Del. Case No. 13-10334) on
Feb. 25, 2013, with a deal to sell the business to a portfolio
company owned by private investment funds managed by Wayzata
Investment Partners LLC.

Headquartered in Wheeling, West Virginia, Ormet --
http://www.ormet.com/-- is a fully integrated aluminum
manufacturer, providing primary metal, extrusion and thixotropic
billet, foil and flat rolled sheet and other products.

Ormet disclosed assets of $406.8 million and liabilities totaling
$416 million.  Secured debt of about $180 million includes $139.5
million on a secured term loan and $39.3 million on a revolving
credit.

Affiliates that separately filed Chapter 11 petitions are Ormet
Primary Aluminum Corporation; Ormet Aluminum Mill Products
Corporation; Specialty Blanks Holding Corporation; and Ormet
Railroad Corporation.

Ormet emerged from a prior bankruptcy in April 2005.  Lender
Wayzata Investment Partners LLC is among existing owners.  Others
are UBS Willow Fund LLC and Fidelity Leverage Company Stock Fund.

In the 2013 case, Ormet is represented in the case by Morris,
Nichols, Arsht & Tunnell LLP's Erin R. Fay, Esq., Robert J.
Dehney, Esq., Daniel B. Butz, Esq.; and Dinsmore & Shohl LLP's Kim
Martin Lewis, Esq., Patrick D. Burns, Esq.  Kurtzman Carson
Consultants is the claims and notice agent.  Evercore's Lloyd
Sprung and Paul Billyard serve as investment bankers to the
Debtor.

An official committee of unsecured creditors was appointed in the
case in March 2013.  The Committee is represented by Rafael X.
Zahralddin, Esq., Shelley A. Kinsella, Esq., and Jonathan M.
Stemerman, Esq., at Elliott Greenleaf; and Sharon Levine, Esq., S.
Jason Teele, Esq., and Cassandra M. Porter, Esq., at Lowenstein
Sandler LLP.


OVERLAND STORAGE: Fails to Comply with NASDAQ Bid Price Rule
------------------------------------------------------------
Overland Storage, Inc., on Nov. 4, 2013, received a letter from
The NASDAQ Stock Market LLC notifying the Company that it was not
in compliance with the requirement of NASDAQ Listing Rule
5550(a)(2) for continued listing on the NASDAQ Capital Market as a
result of the closing bid price for the Company's common stock
being below $1.00 for 30 consecutive business days.  This
notification has no effect on the listing of the Company's common
stock at this time.

In accordance with NASDAQ Listing Rule 5550(a)(2), the Company has
180 calendar days, or until May 5, 2014, to regain compliance with
such rule.  To regain compliance the closing bid price for the
Company's common stock must be above $1.00 for a minimum of 10
consecutive business days.  No assurance can be given that the
Company will regain compliance during that period.  If the Company
does not regain compliance with NASDAQ Listing Rule 5550(a)(2)
during such compliance period, it will be eligible for an
additional compliance period of 180 calendar days provided that
the Company satisfies NASDAQ's continued listing requirement for
market value of publicly held shares and all other initial listing
standards for the NASDAQ Capital Market, other than the minimum
bid price requirement, and provides written notice to NASDAQ of
its intention to cure the deficiency during the second compliance
period.  If the Company does not regain compliance during the
initial compliance period and is not eligible for an additional
compliance period, the NASDAQ staff will provide notice that the
Company's common stock is subject to delisting from the NASDAQ
Capital Market.  In that event, the Company may appeal such
determination to a hearings panel.

                      About Overland Storage

San Diego, Cal.-based Overland Storage, Inc. (Nasdaq: OVRL) --
http://www.overlandstorage.com/-- is a global provider of unified
data management and data protection solutions designed to enable
small and medium enterprises (SMEs), corporate departments and
small and medium businesses (SMBs) to anticipate and respond to
change.

Overland Storage incurred a net loss of $19.64 million on $48.02
million of net revenue for the fiscal year ended June 30, 2013, as
compared with a net loss of $16.16 million on $59.63 million of
net revenue during the prior fiscal year.  The Company's balance
sheet at June 30, 2013, showed $31.40 million in total assets,
$41.69 million in total liabilities and a $10.29 million total
shareholders' deficit.

Moss Adams LLP, in San Diego, California, issued a "going concern"
qualification on the consolidated financial statements for the
year ended June 30, 2013, citing recurring losses and negative
operating cash flows which raise substantial doubt about the
Company's ability to continue as a going concern.


PAID INC: Posts $126,500 Net Income for Q3 Ended Sept. 30
---------------------------------------------------------
PAID, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net
income of $126,500 on $1.11 million of revenues for the three
months ended Sept. 30, 2013, compared to a net loss of $911,300 on
$7.09 million of revenues for the same period last year.

The Company's balance sheet at Sept. 30, 2013, showed $3.11
million in total assets, $1.42 million in total liabilities, and
stockholders' equity of $1.68 million.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $156,100 and for the year ended Dec. 31, 2012, the
Company reported a loss of $4,146,200.  The Company has an
accumulated deficit of $51,112,200 at Sept. 30, 2013 and used
$744,100 of cash in operations for the nine months ended Sept. 30,
2013.  These factors raise substantial doubt about the Company's
ability to continue as a going concern.

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

                        http://is.gd/yZByrh

Headquartered in Westborough, Massachusetts, PAID, Inc., provides
brand-related services to businesses and celebrity clients in the
entertainment industry as well as charitable organizations.


PATRIOT COAL: Moody's Assigns 'B3' CFR & Rates $250MM Loan 'B3'
---------------------------------------------------------------
Moody's Investors Service assigned new ratings to Patriot Coal
Corporation following the bankruptcy court's approval of Patriot's
reorganization disclosure statement. The ratings include a B3
corporate family rating (CFR), a probability of default rating
(PDR) of B3-PD, and a B3 LGD4, 55 % rating on the first-lien,
second-out $250 million term loan (the exit term loan). At the
same time, Moody's assigned a speculative grade liquidity rating
of SGL-3 and a stable outlook.

Ratings Rationale:

The company's proposed financing on emergence from bankruptcy
expected in December 2013 includes a $125 million senior secured
ABL facility (undrawn at close), $201 million first-lien, first-
out letter of credit facility (fully utilized at close), the $250
million exit term loan, and $250 million second-lien PIK facility.
According to the earlier settlements with Peabody Energy and Arch
Coal, they will assume $140 million of the company's existing LC
posting requirements of roughly $340 million. The proceeds of the
financing will be predominantly used to repay the $375 million
currently outstanding under the Debtor-in-Possession (DIP)
facilities, roll-over the remaining letters of credit, and
increase cash on balance sheet from roughly $100 million at
September 30, 2013 to over $190 million upon emergence from
bankruptcy.

The B3 CFR reflects the company's high concentration in Central
Appalachian region (8 of 11 mining complexes, producing over 60%
of total coal volume), where the thermal market is in secular
decline, while metallurgical market continues to be weak due to
the ongoing sluggishness of the global steel sector. The ratings
acknowledge the various steps the company has taken to restructure
its operations during the bankruptcy process, including
rationalizing production volumes, closing higher cost operations,
and renegotiating its labor contracts and retiree benefits. In
particular, the company's settlements with Peabody, Arch and the
United Miners Workers of America (UMWA) reduced is retiree
healthcare liabilities by $1.5 billion and are expected to result
in annual cost savings of roughly $130 million.

Notwithstanding the restructuring, Moody's believes that the
company's costs will remain under pressure due to the nature of
company's operations, which include a mix of mine types (with only
two utilizing the more cost efficient longwalls), high proportion
of unionized labor, and increasingly difficult geological
conditions in Central Appalachia. In addition, the company is
currently involved in various legal proceedings related to
selenium water contamination, and is in the process of developing
and implementing technology that would allow it to comply with the
terms of its permits and settlements. Although the company has
made progress in developing the necessary technology and lowering
expected costs, the ratings reflect the continuing uncertainty
over ultimate resolution and future obligations.

The ratings also reflect Patriot's ample export capacity and
availability of multiple shipping options, as well as a diverse
international customer base -- all of which are favorable factors
in the company's ability to market its coal to the seaborne
markets. However, the company needs a recovery in both
metallurgical and thermal prices in order to generate positive
free cash flows. Absent commodity price recovery, the company's
margins will come increasingly under pressure as more favorably
priced contracts roll off. Over the next 12-18 months, Moody's
expects the company's Debt/ EBITDA, as adjusted by Moody's, to
range from 5x to 8x. This includes Moody's standard adjustment for
operating leases, adding roughly $300 million in debt and $60
million to EBITDA, and Moody's adjustment for multi-employer
pension plans, adding roughly $140 million to debt.

The speculative grade liquidity rating of SGL-3 reflects Moody's
expectation that the company will have adequate liquidity over the
next twelve months, including roughly $190 million of cash on hand
following the financing, and full availability under the proposed
$125 million ABL facility. Moody's believes that in 2014, the
company will burn roughly $20 - $50 million in cash. Moody's
expects the company to be in compliance with the exit term loan
covenants over the next twelve months.

The B3 rating on the exit term loan reflects its junior position
with respect to collateral claim relative to the ABL and LC
facilities, supported by some cushion provided by the deeply
subordinated $250 million PIK loan.

The stable outlook reflects Moody's expectation of no further
deterioration in thermal prices and modest recovery in
metallurgical coal prices.

While upgrade is unlikely in the near term, ratings could be
upgraded if Debt/ EBITDA is expected to track below 5x on a
consistent basis and free cash flow is expected to be positive.
Ratings could come under pressure if liquidity deteriorates, Debt/
EBITDA is sustained above 6x, EBIT margins are persistently
negative and the company continues to burn cash. Ratings could
also be downgraded if the company were to face unexpected costs,
permitting issues or legal actions related to selenium
contamination.

Patriot Coal Corporation is a producer of coal in the eastern
United States with operations and reserves in the Appalachia and
Illinois Basin. The company produces thermal and metallurgical
coal for domestic and international markets. Over the twelve
months ended September 30, 2013, Patriot sold roughly 22 million
tons of coal and generated $1.5 billion in revenues.


PHYSICAL PROPERTY: Reports HK$43,000 Net Loss in Q3 Ended Sept. 30
------------------------------------------------------------------
Physical Property Holdings Inc. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss and total comprehensive loss of HK$43,000 on HK$278,000
of total operating revenues for the three months ended Sept. 30,
2013, compared to a net loss and total comprehensive loss of
HK$223,000 on HK$781,000 of total operating revenues for the same
period last year.

The Company's balance sheet at Sept. 30, 2013, showed HK$9.73
million in total assets, HK$11.48 million in total liabilities,
and stockholders' deficit of HK$1.75 million.

The Company had negative working capital of HK$11,440,000 as of
September 30, 2013, and incurred losses of HK$223,000 and
HK$373,000 for the nine months ended September 30, 2013, and 2012,
respectively. These conditions raised substantial doubt about the
Company's ability to continue as a going concern.

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

                        http://is.gd/Huxam2

                      About Physical Property

Located in Hong Kong, Physical Property Holdings Inc., through its
wholly-owned subsidiary, Good Partner Limited, owns five
residential apartments located in Hong Kong.  The Company was
incorporated in the State of Delaware.


POSITIVEID CORP: Asher Enterprises Held 9.9% Stake at Nov. 8
------------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Asher Enterprises, Inc., disclosed that as of
Nov. 8, 2013, it beneficially owned 2,403,113 shares of common
stock of PositiveID Corporation representing 9.99 percent of the
shares outstanding.  A copy of the regulatory filing is available
for free at http://is.gd/F7FK6c

                         About PositiveID

Delray Beach, Fla.-based PositiveID Corporation has historically
developed, marketed and sold RFID systems used for the
identification of people in the healthcare market.  Beginning in
early 2011, the Company has focused its strategy on the growth of
its HealthID business, including the continued development of its
GlucoChip, its Easy Check breath glucose detection device, its
iglucose wireless communication system, and potential strategic
acquisition opportunities of businesses that are complementary to
its HealthID business.

PositiveID incurred a net loss of $7.99 million on $0 of revenue
for the year ended Dec. 31, 2012, as compared with a net loss of
$16.48 million on $0 of revenue for the year ended Dec. 31, 2011.
The Company's balance sheet at June 30, 2013, showed $2.10 million
in total assets, $7.18 million in total liabilities and a $5.08
million total stockholders' deficit.

EisnerAmper LLP, 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
at Dec. 31, 2012, the Company has a working capital deficiency and
an accumulated deficit.  Additionally, the Company has incurred
operating losses since its inception and expects operating losses
to continue during 2013.  These conditions raise substantial doubt
about its ability to continue as a going concern.


POST HOLDING: Moody's Rates $450MM Senior Unsecured Notes 'B1'
--------------------------------------------------------------
Moody's Investors Service, Inc. assigned a B1 rating to $450
million of 10-year senior unsecured 144A notes being offered by
Post Holding, Inc. All existing ratings, including the company's
B1 Corporate Family Rating, the B1-PD Probability of Default
Rating, the SGL-3 Speculative Grade Liquidity Rating and the B1
rating on existing senior unsecured debt rating remain unchanged.
The rating outlook is stable.

Post is offering $450 million of 10-year senior unsecured notes,
the proceeds from which will be used in part to fund the $370
million acquisition of Dakota Growers Pasta Company that was
announced on September 16, 2013. The remaining proceeds, along
with over $400 million of pre-offering cash balances will be used
for general purposes including to fund future acquisitions.

The company recently has accelerated its pace of acquisitions as
part of a growth strategy aimed at adding shelf stable food
categories to its portfolio that add attractive benefits such has
scalability or compliments existing businesses. The Dakota Growers
Pasta acquisition is the third expected to be completed this year
following the purchase of the cereal, granola and snacks business
of Hearthside Food Solutions in May 2013 for $158 million and
Premier Nutrition, a maker of protein beverages and foods in
September for $180 million.

"Offering effectively reloads Post's balance sheet to make more
acquisitions, which is anticipated in the B1 rating," commented
Brian Weddington, a Moody's analyst.

Recent acquisitions have increased Post's financial leverage, but
also have diversified Post's product portfolio away from the
slowly eroding North America ready-to-eat cereal business, which
represents over 60% of its sales.

Rating Rationale:

Post's B1 CFR reflects declining core ready-to-eat cereal category
growth trends, the company's weak competitive position against the
leading branded cereal makers and the company's aggressive
acquisition strategy that has caused financial leverage to rise.
Post's credit profile is supported by the strong albeit weakened
operating margin, cash flow, and brand equities of its core RTE
cereal brands, and reflects the attractive growth prospects of
recent acquisitions within the faster growing natural and organic
segments.

The SGL-3 rating reflects ample internal sources of liquidity --
including over $500 million of cash balances upon the consummation
of the pending acquisition and free cash flow of at least $100
million over the next 12 months by Moody's estimates -- balanced
against no committed sources of external liquidity.

Post Holdings, Inc.:

Rating assigned:

  Proposed $450 million senior unsecured 144A notes due 2023 at
  B1, LGD-4, 51%.

Ratings unchanged:

  Corporate Family Rating at B1;

  Probability of Default Rating at B1-PD;

  Speculative Grade Liquidity Rating at SGL-3;

  $1,375 million 7.375% senior unsecured notes due 2022 at B1,
  LGD-4, 51%.

The outlook remains stable.

Dakota Growers Pasta Company is a North American pasta maker that
sells through private label retail, foodservice and ingredient
channels. The business will be independently operated subsidiary
of Post, managed by its existing senior leadership. Dakota Growers
is expected to contribute approximately $300 million to net sales
and approximately $42-$46 million of EBITDA, which Moody's
estimates will result in proforma closing leverage of about 6.5
times debt/EBITDA.

"Leverage at closing will be at the upper end of the B1 rating
tolerance, but Moody's expects that cash flows added through
operations and future acquisitions will reduce leverage over the
next year," added Weddington

A CFR downgrade could result if debt/EBITDA is sustained above 6.5
times or if the company fails to generate free cash flow. A
security rating downgrade could occur if future debt issuances
cause the existing senior unsecured notes to become significantly
subordinated. A rating upgrade is unlikely before the company's
core RTE cereal business has stabilized; however, the ratings
could eventually be upgraded if Post is able to sustain
debt/EBITDA below 5.0 times.

Company Profile:

Post Holdings, based in St. Louis Missouri, is a leading
manufacturer of branded ready-to-eat cereals that are sold in the
United States and Canada. Post is the third largest seller of RTE
cereals in the U.S. behind Kellogg and General Mills with an
approximate 10% market share by Moody's estimate. The company's
key brands include Honey Bunches of Oats, Pebbles, Great Grains,
Grape-Nuts, Shredded Wheat, Raisin Bran, Peace, Golden Temple,
Erewhon and Premier Protein. Proforma annual sales, including
announced acquisitions are about $1.5 billion.


PROCTOR HOSPITAL: S&P Withdraws 'BB-' Rating on $22.5MM Bonds
-------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'BB-' long-term
rating on the Illinois Health Facilities Authority's $22.5 million
series 2006A fixed-rate revenue refunding bonds issued for Proctor
Hospital.

Proctor entered into an affiliation agreement with UnityPoint
Health - Methodist on Nov. 7, 2013 whereby UnityPoint Health -
Methodist became the sole corporate member of Proctor.  UnityPoint
Health - Methodist is an affiliate of UnityPoint Health (UH; the
sole corporate member of UnityPoint Health - Methodist) and is the
second largest acute care provider in Peoria, Ill.  At that time,
UH substituted Proctor's long-term obligations, including the
series 2006A bonds, with obligations issued by UH and Proctor
thereby joined UH's obligated group.


PROSEP INC: Completes Sale of Assets to Produced Water Absorbents
-----------------------------------------------------------------
ProSep Inc. on Nov. 15 disclosed that it has completed its
previously announced sale of substantially all of its assets,
including all of the shares of the Company's direct subsidiaries,
to a wholly-owned subsidiary of Produced Water Absorbents, Inc.,
PWA ProSep, Inc. pursuant to an asset purchase agreement dated as
of October 23, 2013.  As a result of the completion of the Sale
Transaction, the Company no longer has any commercial activities
and will change its name to 2907160 Canada Inc.  The business of
the Company's subsidiaries will continue to be carried on by PWA.

The Company is currently under creditor protection pursuant to the
Companies' Creditors Arrangement Act (Canada).  The Sale
Transaction was approved by the Superior Court of Quebec
(Commercial Division) on October 28, 2013.

The net proceeds from the Sale Transaction are being held by the
CCAA Court-appointed monitor, KPMG Inc. and will be utilized or
released pursuant to current orders of the Court and such further
order of the Court as may be granted from time to time.  Prior to
any distribution of the net proceeds held by the Monitor to the
creditors of the Company, a court-approved claims process will be
undertaken to identify creditor claims against the Company and
adjudicate or resolve claims filed.  The timing and amount of any
distribution to be paid to creditors of the Company cannot be
determined at this time.  However, it is expected that there will
be no recovery for the Company's shareholders after settlement of
creditors' claims.

Upon completion of the distribution of the net proceeds, the
existing directors of the Company will resign and it is intended
that the Company be dissolved.

                             About PWA

Produced Water Absorbents, Inc. (PWA) -- http://www.pwasystems.com
-- is a technology company which provides waste treatment
solutions and services to the oil and gas industry.  It was
founded in 2011 when venture capital funding was secured from
Energy Ventures of Norway and Harris and Harris Group, Inc. from
the USA. The foundation of the offering is a patented, regenerable
and game-changing technology called Osorb(R) Media. Osorb adsorbs
free, dispersed and soluble hydrocarbons from produced water and
other waste water streams to meet or exceed environmental
discharge requirements.  Osorb also removes C4 and heavier
hydrocarbons from gas streams to improve the value of sales gas
(hydrocarbon dew point reduction), improve burner efficiency
(including flares), and to control other environmental gaseous
emissions.

                           About ProSep

ProSep -- http://www.prosep.com-- is a technology-focused process
solutions provider to the upstream oil and gas industry.  ProSep
designs, develops, manufactures and commercializes technologies to
separate oil, water and gas generated by oil and gas production.


PURADYN FILTER: Reports $235K Net Loss for Third Quarter
--------------------------------------------------------
Puradyn Filter Technologies Incorporated filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q, reporting a net loss of $234,861 on $564,294 of net sales
for the three months ended Sept. 30, 2013, compared to a net loss
of $1.12 million on $472,743 of net sales for the same period last
year.

The Company's balance sheet at Sept. 30, 2013, showed
$1.43 million in total assets, $11.5 million in total liabilities,
and stockholders' deficit of $10.06 million.

The Company has sustained losses since inception and used net cash
in operations of $836,923 and $723,956 during the nine-months
ended Sept. 30, 2013 and 2012, respectively.  As a result, the
Company has had to rely principally on private placements of
equity and debt securities, including the conversion of debt into
stock as well as stockholder loans to fund its activities to date.

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

                        http://is.gd/Qgr9Cf

                         About Puradyn Filter

Boynton Beach, Fla.-based Puradyn Filter Technologies Incorporated
(OTC BB: PFTI) designs, manufactures and markets the puraDYN's Oil
Filtration System.

Puradyn Filter reported a net loss of $2.22 million on
$2.57 million of net sales for the year ended Dec. 31, 2012, as
compared with a net loss of $1.61 million on $2.67 million of net
sales during the prior year.

Liggett, Vogt & Webb, P.A., in Boynton Beach, Florida, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has suffered recurring losses from
operations, its total liabilities exceed its total assets, and it
has relied on cash inflows from an institutional investor and
current stockholder.  These conditions raise substantial doubt
about the Company's ability to continue as a going concern.


PWK TIMBERLAND: Court Okays Terranova as Accountant
---------------------------------------------------
PWK Timberland, L.L.C, obtained approval from the U.S. Bankruptcy
Court for the Western District of Louisiana to employ Michael P.
Terranova and Terranova & Prejean (APC) to perform necessary
accounting services under a general retainer.

Terranova & Prejean will be expected to assist the Debtor:

   -- in filing monthly reports with the U.S. Trustee's Office;

   -- in formulating a disclosure statement and plan; and

   -- in preparing tax returns and giving tax advice.

The hourly rates of the firm's personnel are:

         Partners                      $160
         Senior Staff                  $110
         Staff Accountant               $85

                        About PWK Timberland

Lake Charles, Louisiana-based PWK Timberland LLC sought Chapter 11
protection (Bankr. W.D. La. Case No. 13-20242) on March 22, 2013.
Gerald J. Casey, Esq., serves as counsel to the Debtor.  The
Debtor disclosed $15,038,448 in assets and $1,792,957 in
liabilities as of the Chapter 11 filing.


QMX GOLD: Enters Into Waiver & Amendment to Loan Agreement
----------------------------------------------------------
QMX Gold Corporation sold 5,885 ounces of gold at an average price
of $1,362.  Total revenue for the third quarter of 2013 was $8.11
million.

               Third Quarter Results From Operations

In the third quarter of 2013, the Aurbel Mill processed 40,403
tonnes of ore with a head grade of 4.62 g/t Au and the mill
achieved an average recovery rate of 92.6%.  This yielded 5,549
ounces of gold.  The continued increase in ounces recovered has
been attributed to the Company mining out regions with higher
grades as part of the plans to minimize capital development
initiatives in the short term.

Revenue from mining in the third quarter was $8.11 million,
generated from the sale of 5,885 ounce of gold and an average sale
price of $1,362 per ounce, down from an average sale price of
$1,456 per ounce in Q2 2013.  Mine operating expenses, which
include amortization and depletion of $1.48 million, were $7.48
million, generating an operating income of $0.633 million for the
quarter.

The comprehensive net loss for the quarter was $31.74 million or
$0.98 per share.  This is the result of a non-cash impairment
charge related to the pending sale of the Snow Lake Property in
Snow Lake, Manitoba to Northern Sun Mining Corp. (formerly Liberty
Mines Inc.).

Cash generated by operating activities for the quarter increased
to $2.02 million compared to $1.23 million for Q2 2013.

The cash cost per ounce during the quarter was $948 per ounce (see
non-IFRS Measures), a further decrease from $1,283 per ounce in
the second quarter and $1,568 per ounce in the first quarter.
This significant reduction in cash costs is directly attributed to
cost management measures that are in effect at Lac Herbin, the
mining out of higher grade zones and improved recovery rates
experienced at the Aurbel Mill.

Financial Results for Nine Months Ending September 30, 2013

In the nine months ending September 30, 2013, QMX Gold sold a
total of 15,351 ounces of gold generating $21.89 million in
revenue for the company.  The average sale price was $1,469 per
ounce.  In this same period, mine operating expenses totaled
$19.07 million and depreciation amounted to $4.21 million for a
gross loss of $1.39 million.  The net loss for the nine months
ending September 30, 2013 was $42.27 million (including a $31.74
impairment charge from Q3).  The average cash cost per ounce was
$1,242. Cash provided by operating activities for the nine months
ending September 30, 2013 was $5.57 million compared to cash used
of $1.23 million in the same period of 2012.

As at September 30, 2013, the Company made the required interest
payments on its short term loan facility, but continued to be in
breach of some covenants contained in the loan agreement.  As a
result, the lender exercised certain of their rights under the
loan agreement and limited the Company's access to certain bank
accounts and was controlling certain cash disbursements, including
applying funds in such accounts against interest and fees payable
to them.

Subsequent to the end of the quarter, QMX Gold and the lender
entered into a waiver and amendment to the loan agreement whereby
QMX transferred $1.0 million as a security deposit to the lender
to cover unpaid and accrued interest and to cover a $100,000
waiver fee with any remaining funds to be used against the
principal due at maturity.  Accordingly, the lender has waived the
breach and the Company has regained access to its accounts.

                        Operational Outlook

Lac Herbin

The Lac Herbin mine continues to operate under cost reduction
measures, which have had a significant impact on the Company's
operational cash costs.  Operational guidance for the mine remains
at annual production levels of 20,500 to 23,000 ounces of gold at
an average cash cost of between $1,200 and $1,400 per ounce for
2013.

In the third quarter, QMX Gold milled approximately 10,000 tonnes
of ore under the custom milling agreement with Armistice Resources
from their McGarry Mine in Kirkland Lake, Ontario.  Under the
agreement, QMX is responsible for the handling, milling and
refining of ore and handles the tailings disposal of ore and the
agreement will have QMX Gold mill a minimum of 30,000 tonnes of
ore over a one year period.  QMX Gold is also seeking further
custom milling opportunities to supplement production and generate
additional revenue.

Snow Lake

On October 2, 2013, QMX Gold entered into an agreement to sell the
Snow Lake Property to Northern Sun Mining Ltd. (formerly Liberty
Mines Inc.).  Proceeds from the sale will be used to pay out the
short term lending facility in full.

Commenting on the financial results, Brett New, President and CEO,
said: "The results of our cost reduction plan have shown progress
with a decrease in our operational cash costs.  I'm also pleased
to report that the Aurbel Mill continues to perform well in
processing ore from the Lac Herbin mine and under the custom
milling arrangement, which has generated additional cash flow for
the company."  Mr. New continued by stating "In the third quarter,
QMX Gold continued to be affected by weakness in the price of
gold, which hindered the company from finding an equity solution
to finance the Snow Lake Mine.  Subsequently, an alternate
solution had to be found to address the loan facility coming due
in November 2013.  Because of this, Management and the Board
decided that the best option was to divest the Snow Lake property
and focus efforts on obtaining further custom milling
opportunities, while also looking for other strategic
opportunities in Quebec."

Delisting Review by TSX

During the quarter, the Toronto Stock Exchange has informed QMX
Gold that it has initiated a delisting review because the market
value of publicly held common shares of QMX Gold fell below levels
required under TSX listing requirements.  The TSX will undertake
the review pursuant to its continued listing criteria, including
criteria with respect to QMX Gold's financial condition and
operating results, and the market value of QMX Gold's common
shares.  The Company has been granted 120 days in which to regain
compliance with all requirements for a continued listing.  If the
TSX determines that QMX Gold's common shares should be delisted,
the Company may consider alternative listing arrangements.  There
are no assurances as to the outcome of the delisting review, or as
to whether QMX Gold common shares will remain listed on the TSX or
whether an alternative listing will be achieved.

Complete interim financial statements and related Management's
Discussion and Analysis are available under the Company's profile
on http://www.sedar.comand at the Company's website
http://www.qmxgold.ca

                          About QMX Gold

QMX Gold Corporation is a Canadian publicly traded mining company
focusing on mine development and exploration in Quebec and
Manitoba.  QMX Gold continues to operate in the Val d'Or area with
production estimated at 20,500-23,500 ounces of gold per year.
The Company also owns property at the Snow Lake Mine which has a
Measured and Indicated Mineral Resource of 5.4 million tonnes
grading 4.45 g/t Au for approximately 720,000 oz of gold.  The
Snow Lake Mine is expected to produce 80,000 ounces of gold per
year.


QBEX ELECTRONICS: Can File Plan Exclusively Until Dec. 27
---------------------------------------------------------
Judge Robert A. Mark granted QBEX Electronics Corporation, Inc.,
et al., an extension of their exclusive plan filing period to
through Dec. 27, 2013 and their exclusive plan solicitation period
through through Jan. 27, 2014.

                     About QBEX Electronics

QBEX Electronics Corporation, Inc., based in Miami, Florida, and
its affiliates, Qbex Colombia, S.A., and Comercializadora De
Productos Tecnologicos CPT Colombia SAS, are manufacturers,
assemblers and distributors of personal computers, notebooks,
tablets and compatible accessories, marketed throughout Latin
America under the QBEX brand.

QBEX Electronics filed for Chapter 11 bankruptcy (Bankr. S.D. Fla.
Case No. 12-37551) on Nov. 15, 2012.  Judge Robert A. Mark
oversees the case.  Robert D. Peters, Esq., Robert A. Schatzman,
Esq., and Steven J. Solomon, Esq., at GrayRobinson, P.A., serve as
the Debtor's counsel.

QBEX scheduled assets of $11,027,058 and liabilities of
$8,246,385.  The petitions were signed by Jorge E. Alfonso,
president.

Qbex Colombia, S.A., also sought Chapter 11 protection (Bankr.
S.D. Fla. Case No. 12-37558) on Nov. 15, 2012, listing $433,627 in
assets and $5,792,217 in liabilities.

Glenn D. Moses, Esq., and Michael L. Schuster, Esq., at Genovese
Joblove & Battista, P.A., represent the Official Committee of
Unsecured Creditors.  The Committee tapped Marcum, LLP, as its
financial advisors.


QUINTILES TRANSNATIONAL: S&P Rates Proposed $2.061BB Loan 'BB-'
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned Durham, N.C.-based
pharmaceutical contract services provider Quintiles Transnational
Corp.'s proposed $2.061 billion term loan B-3 a 'BB-' issue-level
rating (the same as the corporate credit rating on the company).
The recovery rating is '4', indicating S&P's expectation for
average (30%-50%) recovery in the event of default.

The 'BB-' corporate credit rating on the company is unaffected.
The outlook is stable.

The company intends to use proceeds from the new term loan to
refinance its existing B-1 and B-2 term loans, which each carry a
higher coupon.  S&P also rates the existing term loans 'BB-' with
a '4' recovery rating.

The ratings on Quintiles Transnational reflect the company's
"aggressive" financial risk profile and "satisfactory" business
risk profile.  S&P's assessment of an aggressive financial risk
profile incorporates its belief that leverage will remain between
4x and 5x.  It also reflects S&P's expectation that the company
will sustain funds from operations to total debt in the high
teens, consistent with an aggressive financial risk profile.
S&P's assessment of a satisfactory business risk profile primarily
reflects Quintiles' position as the largest provider of contract
research services to the global biopharmaceutical industry, which
S&P believes has solid near-term growth prospects.  These factors
are only partially offset by S&P's belief that the contract
research industry can be somewhat volatile due to contract
cancellation risks.

RATINGS LIST

Quintiles Transnational Corp.
Corporate credit rating           BB-/Stable/--

New Rating

Quintiles Transnational Corp.
$2.061 billion term loan B-3      BB-
  Recovery rating                  4


RAHA LAKES: Hires Sierra Consulting as Financial Advisors
---------------------------------------------------------
Raha Lakes Enterprises LLC and Mehr in Los Angeles Enterprises LLC
ask for permission from the Hon. Ernest Robles of the U.S.
Bankruptcy Court for the Central District of California to employ
Sierra Consulting Group, LLC, as financial advisors.

The Debtors require Sierra Consulting to:

   (a) perform financial analyses and review of the Debtors'
       overall historic books and records including the Debtors'
       Monthly Operating Reports, historic financial statements,
       Disclosure Statement and Plan of Reorganization;

   (b) assist counsel in developing deposition or examination
       questions if necessary;

   (c) serve as financial expert in dealing with any other
       bankruptcy matters including areas such as an appropriate
       cram-down interest rate and feasibility;

   (d) prepare a report or declaration based upon expert findings
       and opinions regarding the appropriate interest rate to be
       offered in the plan and the feasibility of the plan as
       proposed in the plan;

   (e) provide expert witness testimony in depositions and court
       proceedings if necessary; and

   (f) other such assistance as the Debtors and Sierra Consulting
       mutually agree.

Sierra Consulting will be paid at these hourly rates:

       Principal and Managing Directors     $345
       Directors                            $295
       Senior Associates                    $245
       Associate                            $195
       Paraprofessionals                    $95

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

Sierra Consulting has received a $10,000 retainer from the
Debtors, which will be maintained in Sierra Consulting's trust
account pending further Court order.

Edward M. Burr, Jr., founder and sole member of Sierra Consulting,
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.

Sierra Consulting can be reached at:

       Edward M. Burr
       SIERRA CONSULTING GROUP, LLC
       Two North Central Ave., Ste 700
       Phoenix, AZ 85001
       Tel: (602) 424-7007
       Cel: (602) 418-2906
       E-mail: tburr@sierracgllc.com

                       About Raha Lakes

Raha Lakes Enterprises, LLC, filed a Chapter 11 petition (Bankr.
C.D. Cal. Case No. 12-43422) on Oct. 3, 2012, in Los Angeles.
Raha Lakes, a single-asset real estate company, estimated assets
of at least $10 million and debt of at least $1 million.  The
company's principal asset is at 900 South San Pedro Street in Los
Angeles.  Raha Lakes disclosed $26,107,381 in assets and
$9,106,898 in liabilities as of the Chapter 11 filing.  The
petition was signed by Kayhan Shakib, managing member.

Mehr in Los Angeles Enterprises, LLC, filed a bare-bones Chapter
11 petition (Bankr. C.D. Cal. Case No. 12-43589) on Oct. 4,
2012, estimating assets of at least $10 million and liabilities of
at least $1 million.  The petition was signed by Yadollah Shakib,
managing member.

Judge Ernest M. Robles presides over the cases.  The Debtors are
represented by Michael S. Kogan, Esq., at Kogan Law Firm APC.

John Choi, Esq., at Kim Park Choi, in Los Angeles, represents
secured creditor San Pedro Investment, LLC, as counsel.


REMEDENT INC: Reports $53K  Net Income for Q2 Ended June 30
-----------------------------------------------------------
Remedent, Inc., filed with the U.S. Securities and Exchange
Commission an amendment no. 1 to the Form 10-Q for the
quarter ended June 30, 2013.

In the document, the company reported a net income of $52,859 on
$699,252 of net sales for the three months ended June 30, 2013,
compared to a net loss of $879,986 on $414,534 of net sales in
June 30, 2012.

The Company's balance sheet at June 30, 2013, showed $6.21 million
in total assets, $4.67 million in total liabilities, and
stockholders' equity of $1.54 million.

The Company incurred a loss from operations of $80,617 during the
three-month period ended June 30, 2013, and as that date, the
Company's current liabilities exceeded its current assets by
$1,405,339.  The Company also experienced cash outflows from
operations during the three-month period ended June 30, 2013,
totaling $27,709 and had cash on hand at June 30, 2013 of $46,269.

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

                        http://is.gd/KXUS3v

Remedent, Inc., is a manufacturer and distributor of cosmetic
dentistry products, including a full line of professional dental
tooth whitening products which are distributed in Europe, Asia
and the United States.  The Company manufactures many of its
products in its facility in Ghent, Belgium as well as outsourced
manufacturing in its facility in Beijing, China and Ghent.  The
Company distributes its products using both its own internal
sales force and through the use of third party distributors.


RESIDENTIAL CAPITAL: Given 'Split Decision' in Interest Dispute
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Residential Capital LLC received a preliminary "split
decision," to use the judge's words, in a lawsuit determining
whether junior secured lenders are entitled to post-bankruptcy
interest on their $2.22 billion in claims.

According to the report, U.S. Bankruptcy Judge Martin Glenn will
decide the remaining disputes with noteholders as part of the
contested confirmation hearing beginning on Nov. 19 where the
junior lenders are almost the only creditors in opposition to
approval of ResCap's Chapter 11 reorganization plan.

In his 117-page decision on Nov. 15, Glenn described how ResCap
and the noteholders are fighting over $350 million, which he
called "a lot of money."

ResCap's plan would give noteholders $2.22 billion, the full
amount of the debt plus pre-bankruptcy interest, less $1.1 billion
they received during bankruptcy. Ever since the ResCap
reorganization began in May 2012, the noteholders have contended
that collateral for their claims exceeded the debt, thus entitling
them to interest and fees accruing after bankruptcy.

The ResCap plan is funded in part with a $2.1 billion settlement
contribution by parent Ally Financial Inc. ResCap was Ally's
mortgage-servicing subsidiary.

As a preliminary matter to be decided finally at the confirmation
hearing, Judge Glenn said the noteholders "at this point fall well
shy" of showing the collateral was worth enough to cover the debt
and post-bankruptcy interest. Subject to what he rules in the
confirmation process, Judge Glenn said the collateral value comes
to some $1.9 billion, while the noteholders must show $2.22
billion before they are entitled to additional interest.

To receive interest in full, Judge Glenn said noteholders needed
to show a collateral value of $2.56 billion.

Judge Glenn concluded by saying the noteholders pursued a
strategy throughout bankruptcy where "they contest everything
and concede nothing, even when the court has questioned whether
they are acting in good faith." The judge said the junior
lenders "stand virtually alone in this case in failing to reach
a consensual agreement to resolve their issues."

The result, he said, has been "protracted proceedings" that
reduced funds available to satisfy creditor claims. "That is
unfortunate," Judge Glenn said.

Judge Glenn ruled on several issues in favor of the noteholders.
He said that $270 million they received before bankruptcy was
not a preference to pay back. The noteholders won because ResCap
failed to prove what the collateral was worth at the critical
date before bankruptcy.

The judge also said the noteholders aren't required to contribute
$143 million as their share of professional costs.  Although the
bankruptcy isn't over, Judge Glenn said it appeared that ResCap
has enough unencumbered cash to pay expenses without taking money
from the noteholders.

He said the noteholders' claim can't be reduced for what ResCap
claimed to be so-called unmatured interest.

Judge Glenn found against the noteholders on other issues.
Significantly, he said they aren't entitled to $515 million in
so-called adequate protection payments because they didn't present
credible evidence about the value of the collateral at the outset.

Rather than being diminished during the case, Judge Glenn said the
collateral value was enhanced because ResCap initially was
insolvent and the collateral was unsaleable. Consequently, the
collateral didn't decrease in value during bankruptcy, it
increased. They would have been entitled to adequate protection
were there a decrease.

Judge Glenn also ruled that the noteholders have more collateral
than ResCap admitted.

Apart from the noteholders, ResCap has said, the plan has
"overwhelming support from the vast majority of creditors."

Disclosure materials explain why holders of ResCap's $2.15 billion
in general unsecured claims should have a 36.3 percent recovery.
Unsecured creditors with $2 billion in claims against the so-
called GMACM companies are expected to get 30.1 percent.

The $1.1 billion in third-lien 9.625 percent secured notes due in
2015 traded at 12:27 p.m. on Nov. 15 for 106.75 cents on the
dollar, according to Trace, the bond-price reporting system of the
Financial Industry Regulatory Authority. The bonds sold for almost
120 cents in August.  The $473.4 million of ResCap senior
unsecured notes due in April 2013 last traded on Nov. 4 for 36.719
cents on the dollar, a 56 percent increase since Dec. 19,
according to Trace.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESPONSE BIOMEDICAL: Conversion of Subscription Receipts Okayed
---------------------------------------------------------------
Response Biomedical Corp. announced that shareholders have
approved the conversion of 1,273,117 subscription receipts for
gross proceeds of approximately $3.1 million.  The Subscription
Receipts were issued in connection with the Company's previously
announced brokered and non-brokered private placements.

At the special meeting of shareholders held on Nov. 7, 2013,
disinterested shareholders of Response approved the issuance of
the Subscription Receipts on the terms described more fully in the
Company's Oct. 17, 2013, information circular.  The Company has
provided notice to the subscription receipt agent that the escrow
release conditions have been satisfied and as a result, the
Subscription Receipts have been automatically converted (for no
additional consideration) into 1,273,117 common shares of Response
and 636,557 common share purchase warrants.  Each Warrant has a
term of 36 months and an exercise price of $3.58.

In connection with the Sept. 26, 2013, agency agreement and the
brokered portion of the Offering, Response has paid Bloom Burton &
Co. Inc. a cash commission of approximately $31,000 and has issued
to the Agent 17,689 common share purchase warrants.  Each Agent
Warrant is exercisable for one Common Share for a period of 24
months and has an exercise price of $2.45.

As a result of satisfying the escrow release conditions, the net
proceeds (after paying the Agent's commission and expenses as well
as other related share issuance costs) of approximately $2.7
million from the issuance of the Subscription Receipts will be
released to the Company within three business days.  The Company
intends to use the net proceeds of the Offering to fund research
and development and operating expenses, and for general working
capital purposes.

                     About Response Biomedical

Based in Vancouver, Canada, Response Biomedical Corporation
develops, manufactures and sells diagnostic tests for use with its
proprietary RAMP(R) System, a portable fluorescence immunoassay-
based diagnostic testing platform.  The RAMP(R) technology
utilizes a unique method to account for sources of error inherent
in conventional lateral flow immunoassay technologies, thereby
providing the ability to quickly and accurately detect and
quantify an analyte present in a liquid sample.  Consequently, an
end-user on-site or in a point-of-care setting can rapidly obtain
important diagnostic information.  Response Biomedical currently
has thirteen tests available for clinical and environmental
testing applications and the Company has plans to commercialize
additional tests.

Response Biomedical incurred a net loss and comprehensive loss of
C$5.28 million on C$11.75 million of product sales for the year
ended Dec. 31, 2012, as compared with a net loss and comprehensive
loss of C$5.37 million on C$9.02 million of product sales during
the prior year.  As of June 30, 2013, the Company had C$13.29
million in total assets, C$18.57 million in total liabilities and
a C$5.28 million total shareholders' deficit.


RG STEEL: Wins Court Approval of Deal to End Dispute With Elliot
----------------------------------------------------------------
U.S. Bankruptcy Judge Kevin Carey approved an agreement entered
into by RG Steel LLC and Elliot Co. to end their dispute over the
disposition of certain equipment.

Under the deal, RG Steel agreed to transfer its right to or
interests in the equipment to settle the claim of Elliot Co.  In
exchange, the company agreed to withdraw its objection to RG
Steel's request to abandon the equipment.

The equipment include an AYR turbine assembly and a DYR turbine
rotor that RG Steel sent to Elliot Co.'s service shop for repair.
Elliot Co. previously opposed the steel maker's earlier proposal
to abandon the equipment, saying they are "beneficial to the
estate."

A full-text copy of the stipulation can be accessed without charge
at http://is.gd/ocz0bK

                         About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owned Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012.  Bankruptcy was precipitated by liquidity
shortfall and a dispute with Mountain State Carbon, LLC, and a
Severstal affiliate, that restricted the shipment of coke used in
the steel production process.

The Debtors estimated assets and debts in excess of $1 billion.
As of the bankruptcy filing, the Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.  Conway MacKenzie, Inc., serves as the Debtors' financial
advisor and The Seaport Group serves as lead investment banker.
Donald MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

Kramer Levin Naftalis & Frankel LLP represents the Official
Committee of Unsecured Creditors.  Huron Consulting Services LLC
serves as the Committee's financial advisor.

The Debtor has sold off the principal plants.  The sale of the
Wheeling Corrugating division to Nucor Corp. brought in $7
million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.  CJ Betters Enterprises Inc. paid
$16 million for the Ohio plant.


RIH ACQUISITIONS: Obtained Interim $6-Mil. DIP Loan Approval
------------------------------------------------------------
Judge Gloria M. Burns of the U.S. Bankruptcy Court for the
District of New Jersey gave RIH Acquisitions NJ, LLC, d/b/a The
Atlantic Club Casino Hotel, and RIH Propco NJ, LLC, interim
authority to obtain up to $6 million secured and superpriority
postpetition financing from Northlight Financial LLC.

The Debtors will once again face Judge Burns on Dec. 2, 2013, to
seek final approval to obtain up to $15 million of the Northlight
DIP Loan, which bears interest at 11.75% per annum.

As security for the DIP Loan and as adequate protection, the DIP
Lender will receive first priority lien on unencumbered property
and liens junior to certain liens existing prior to the Petition
Date.  All of the DIP Obligations will constitute allowed
superpriority administrative expense claims against the Debtors.

The DIP Lender's security interests in the Collateral and
Superpriority Claims will be subject to payment of the following:
(i) all fees required to be paid to the Clerk of the Court and to
the U.S. Trustee; (ii) fees and disbursements incurred by a
Chapter 7 trustee in an amount not to exceed $10,000; (iii)
accrued but unreimbursed expenses of members of the official
committee of unsecured creditors appointed in the bankruptcy cases
as allowed by the Court; and (iv) accrued but unpaid fees and
expenses of professionals retained by the Debtors or the Committee
and allowed by the Court in an amount not to exceed $2.5 million.

                      About RIH Acquisitions

RIH Acquisitions NJ LLC, doing business as the Atlantic Club
Casino Hotel in Atlantic City, New Jersey, filed a Chapter 11
petition (Bankr. D.N.J. Case No. 13-34483) on Nov. 6, 2013 in
Camden, New Jersey, designed to sell the property in the near
term.

The Debtors are represented by Michael D. Sirota, Esq., and Warren
A. Ustaine, Esq. -- wusatine@coleschotz.com -- at Cole, Schotz,
Meisel, Forman & Leonard, P.A., in Hackensack, New Jersey; and
Paul V. Shalhoub, Esq. -- pshalhoub@willkie.com -- at Willkie Farr
& Gallagher LLP, in New York.  Duane Morris, LLP, serves as the
Debtors' special gaming regulatory counsel.

Imperial Capital, LLC, serves as financial advisor and investment
banker to the Debtors, while Mercer (US) Inc. serves as
compensation consultant.  Kurtzman Carson Consultants LLC is the
Debtors' claims and noticing agent.

Northlight Financial LLC, as DIP Lender, is represented by Harlan
W. Robins, Esq. -- hrobins@dickinsonwright.com -- at Dickinson
Wright PLLC, in Columbus, Ohio; Kristi A. Katsma, Esq. --
kkatsman@dickinsonwright.com -- at Dickinson Wright PLLC, in
Detroit, Michigan; and Bruce Buechler, Esq. --
bbuechler@lowenstein.com -- and Kenneth A. Rosen, Esq. --
krosen@lowenstein.com -- at Lowenstein Sandler LLP, in Roseland,
New Jersey.


RIH ACQUISITIONS: Can Use Cash Collateral Until Dec. 2
------------------------------------------------------
Judge Gloria M. Burns of the U.S. Bankruptcy Court for the
District of New Jersey gave RIH Acquisitions NJ, LLC, d/b/a The
Atlantic Club Casino Hotel, and RIH Propco NJ, LLC, interim
authority to use cash collateral.

Judge Burns will convene a hearing on Dec. 2, 2013, to consider
final approval of the Cash Collateral Motion.

As security for the DIP Loan and as adequate protection, the DIP
Lender will receive first priority lien on unencumbered property
and liens junior to certain liens existing prior to the Petition
Date.  All of the DIP Obligations will constitute allowed
superpriority administrative expense claims against the Debtors.

The DIP Lender's security interests in the Collateral and
Superpriority Claims will be subject to payment of the following:
(i) all fees required to be paid to the Clerk of the Court and to
the U.S. Trustee; (ii) fees and disbursements incurred by a
Chapter 7 trustee in an amount not to exceed $10,000; (iii)
accrued but unreimbursed expenses of members of the official
committee of unsecured creditors appointed in the bankruptcy cases
as allowed by the Court; and (iv) accrued but unpaid fees and
expenses of professionals retained by the Debtors or the Committee
and allowed by the Court in an amount not to exceed $2.5 million.

                      About RIH Acquisitions

RIH Acquisitions NJ LLC, doing business as the Atlantic Club
Casino Hotel in Atlantic City, New Jersey, filed a Chapter 11
petition on Nov. 6, 2013 (Bankr. D.N.J. Case No. 13-34483) in
Camden, New Jersey, designed to sell the property in the near
term.

The Debtors are represented by Michael D. Sirota, Esq., and Warren
A. Ustaine, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A.,
in Hackensack, New Jersey; and Paul V. Shalhoub, Esq., at Willkie
Farr & Gallagher LLP, in New York.  Duane Morris, LLP, serves as
the Debtors' special gaming regulatory counsel.

Imperial Capital, LLC, serves as financial advisor and investment
banker to the Debtors, while Mercer (US) Inc. serves as
compensation consultant.  Kurtzman Carson Consultants LLC is the
Debtors' claims and noticing agent.

Northlight Financial LLC, as DIP Lender, is represented by Harlan
W. Robins, Esq., at Dickinson Wright PLLC, in Columbus, Ohio;
Kristi A. Katsma, Esq., at Dickinson Wright PLLC, in Detroit,
Michigan; and Bruce Buechler, Esq., and Kenneth A. Rosen, Esq., at
Lowenstein Sandler LLP, in Roseland, New Jersey.


RIH ACQUISITIONS: To Sell Assets, Proposes Dec. 17 Auction
----------------------------------------------------------
RIH Acquisitions NJ, LLC, d/b/a The Atlantic Club Casino Hotel,
and RIH Propco NJ, LLC, seek authority from the U.S. Bankruptcy
Court for the District of New Jersey to sell all or substantially
all of their assets and conduct an auction to maximize the value
of those assets.

Included in the assets proposed to be sold is The Atlantic Club
Casino Hotel, located at Boston Ave. and The Boardwalk, in
Atlantic City, New Jersey.  The Atlantic Club Casino has 801 hotel
rooms, over 75,000 square feet of casino gaming space, including
state of the art low denomination slots and table games, as well
as seven restaurants.  The hotel also offers over 37,000 square
feet of versatile event space and can accommodate gatherings of up
to 1,600 people.

The Debtors propose the auction to be held on Dec. 17, a day after
interested bidders are required to submit qualified bids.
Qualified bids must, among other things, provide for a non-
refundable good faith deposit in an amount equal to $4.0 million.
The Debtors propose that a hearing to consider approval of the
sale be set for Dec. 19.  Furthermore, the Debtors propose
March 3, 2014, as the deadline to consummate the sale of the
assets.

The Debtors have no stalking horse agreement yet, but have asked
approval from the Court of a break-up fee of up to 3% of the
guaranteed purchase price proposed in the stalking horse bid, and
an expense reimbursement up to an amount equal to $100,000.

                      About RIH Acquisitions

RIH Acquisitions NJ LLC, doing business as the Atlantic Club
Casino Hotel in Atlantic City, New Jersey, filed a Chapter 11
petition on Nov. 6, 2013 (Bankr. D.N.J. Case No. 13-34483) in
Camden, New Jersey, designed to sell the property in the near
term.

The Debtors are represented by Michael D. Sirota, Esq., and Warren
A. Ustaine, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A.,
in Hackensack, New Jersey; and Paul V. Shalhoub, Esq., at Willkie
Farr & Gallagher LLP, in New York.  Duane Morris, LLP, serves as
the Debtors' special gaming regulatory counsel.

Imperial Capital, LLC, serves as financial advisor and investment
banker to the Debtors, while Mercer (US) Inc. serves as
compensation consultant.  Kurtzman Carson Consultants LLC is the
Debtors' claims and noticing agent.

Northlight Financial LLC, as DIP Lender, is represented by Harlan
W. Robins, Esq., at Dickinson Wright PLLC, in Columbus, Ohio;
Kristi A. Katsma, Esq., at Dickinson Wright PLLC, in Detroit,
Michigan; and Bruce Buechler, Esq., and Kenneth A. Rosen, Esq., at
Lowenstein Sandler LLP, in Roseland, New Jersey.


ROOMLINX INC: Incurs $348K Net Loss for Third Quarter
-----------------------------------------------------
RoomLinx, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $347,928 on $2.99 million of total revenues for the three
months ended Sept. 30, 2013, compared to a net loss of
$2.55 million on $2.39 million of total revenues for the same
period last year.

The Company's balance sheet at Sept. 30, 2013, showed
$8.85 million in total assets, $11.33 million in total
liabilities, and stockholders' deficit of $2.48 million.

The Company has experienced recurring losses and negative cash
flows from operations. At September 30, 2013, the Company had
approximate balances of cash and cash equivalents of $1,790,000,
working capital of $290,000, total deficit of $2,480,000 and
accumulated deficit of $40,000,000. To date the Company has in
large part relied on debt and equity financing to fund its
shortfall in cash generated from operations. As of September 30,
2013, the Company has available approximately $19,800,000 under
its line of credit, however, any borrowings under the line of
credit could be limited.

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

                       http://is.gd/pFiL1c

                         About RoomLinX

Headquartered in Bloomfield, Colorado, RoomLinX, Inc. (PINKSHEETS:
RMLX) -- http://www.roomlinx.com/-- is a pioneer in Broadband
High Speed Wireless Internet connectivity, specializing in
providing the most advanced Wi-Fi Wireless and Wired networking
solutions for High Speed Internet access to Hotel Guests,
Convention Center Exhibitors, Corporate Apartments, and Special
Event participants.  Designing, deploying and servicing site-
specific wireless networks for the hospitality industry is
RoomLinX's core competency.


ROUNDY'S SUPERMARKET: Moody's Affirms 'B2' CFR, Outlook Negative
----------------------------------------------------------------
Moody's Investors Service changed the ratings outlook for Roundy's
Supermarkets, Inc. to negative from stable and affirmed the
company's B2 corporate family rating and its B3-PD probability of
default rating. Moody's also affirmed the B1 rating of the
company's $125 million first lien revolving credit facility and
its $667 million first lien term loan.

"We expect increasing competition in Roundy's core markets to
continue to pressure its top line and margins in the next 12
months. This could cause further deterioration in the company's
financial leverage, which is already weak for the B2 rating
category", Moody's Senior Analyst Mickey Chadha stated.

Ratings Rationale:

The company's B2 corporate family rating reflects its high
leverage, small size, geographic concentration and increasing
competition from alternative food retailers which continue to
pressure revenue growth and margins. Additional rating factors
include Roundy's adequate liquidity and good regional presence.

The following ratings are affirmed:

  Corporate Family Rating at B2

  Probability of Default Rating at B3-PD

  $125 million First Lien Revolving Credit Facility expiring
  February 2017 at B1 (LGD2, 23%)

  $667 million First Lien Term Loan maturing February 2019 at B1
  (LGD2, 23%)

The negative outlook reflects the uncertainty regarding the
company's ability to improve operating performance and credit
metrics to levels consistent with the B2 rating category in the
next 12 months. The negative outlook also acknowledges that the
challenging operating environment will likely limit the company's
profit and cash flow improvement in the foreseeable future.

The ratings could be upgraded if same store sales are positive on
a sustained basis and Roundy's operating margins and credit
metrics demonstrate improving trends while it generates positive
free cash flow and maintains good liquidity. Quantitatively, an
upgrade would require debt/EBITDA to be sustained below 5.25 times
and EBITA/interest is sustained above 2.0 times.

The ratings could be downgraded if Roundy's liquidity weakens or
the company fails to stabilize or improve same store sales and
operating performance such that debt/EBITDA does not demonstrate
meaningful progress towards 6.0 times. Ratings could also be
downgraded if EBITA/interest expense is sustained below 1.5 times
for an extended period of time. A shift towards an aggressive
financial policy could also pressure ratings.

Roundy's Supermarkets Inc., headquartered in Milwaukee, Wisconsin,
operates 163 retail grocery stores and 101 pharmacies in
Wisconsin, Illinois and Minnesota primarily under the Pick `n'
Save, Copps, Mariano's, Rainbow and Metro Market banners. Revenues
are about $3.9 billion for the LTM period ended September 28,
2013. Willis Stein funds owns approximately 32% of the company's
stock.


ROVI CORP: Moody's Affirms Ba3 CFR & Alters Outlook to Negative
---------------------------------------------------------------
Moody's Investors Service affirmed Rovi Corporation's existing
ratings, including its Ba3 Corporate Family Rating (CFR), Ba3-PD
Probability of Default Rating, and the Ba2 ratings for its senior
secured credit facilities. Moody's revised Rovi's ratings outlook
to negative reflecting Rovi's declining profitability and
continuing challenges in growing revenues. As part of the ratings
action, Moody's also lowered Rovi's speculative grade liquidity
rating to SGL-2, from SGL-1, based on the expectations that Rovi's
liquidity cushion will erode moderately from its currently very
robust levels over the next 12 to 18 months but the company should
maintain good liquidity over this period.

Ratings Rationale:

The negative outlook reflects Rovi's sustained decline in revenue
and EBITDA and Moody's expectations that a meaningful deleveraging
will likely be postponed beyond 2014 given the company's
continuing challenges in growing revenues and potential for
further erosion in EBITDA margins. As a result, Moody's expects
Rovi's total debt-to-EBITDA to remain elevated near 7x
(incorporating Moody's standard analytical adjustments, including
employee stock compensation which raises leverage by about 1.7x)
through FY 2014. At the same time, because of Rovi's sizeable cash
balances, Rovi's comparable net leverage will be only around 4x
(including non-cash stock compensation expense) over this period.
Despite Rovi's challenges, Moody's affirmed the company's Ba3 CFR
to reflect to reflect the expectation that the company will
maintain good liquidity and generate free cash flow in the low
teen percentages of total debt over the next 12 to 18 months.

Rovi's historically robust liquidity contributed to its Ba3 rating
and provided the company the flexibility to execute its plans to
diversify and grow revenues from new products. Moody's now
believes that Rovi's robust liquidity will decrease over time,
especially if convertible bondholders exercise their put option in
February 2015, and from a combination of active share repurchases,
the company's uncertain growth prospects in the near term, and the
potential for deployment of cash toward acquisitions. Rovi does
not maintain a revolving line of credit. The downgrade of Rovi's
liquidity rating to SGL-2 additionally incorporates Moody's view
that Rovi's cushion under its leverage covenant will decline over
the next 18 months as a result of declining EBITDA and annual
step-downs in the covenant levels. Moody's believes that the
company may need to reduce debt to maintain covenant compliance.

Rovi's CFR remains weakly positioned in the Ba3 category and is
characterized by its high leverage, the lack of deleveraging and
elevated execution risk of achieving sustainable revenue growth in
2014, as management currently anticipates. The rating incorporates
Rovi's reliance on patents that have applicability in niche areas
only to generate a significant portion of its high margin
revenues.

The Ba3 rating is supported by Rovi's broad portfolio of
electronic guidance related patents and its high levels of revenue
generated under multi-year licensing agreements. The company has a
very strong market position in the set-top box based interactive
program guides market in the service provider vertical, especially
in the North America region. In addition, Moody's expects Rovi to
generate good free cash flow relative to debt.

Moody's does not anticipate a ratings upgrade in the near term.
However, Moody's could stabilize Rovi's ratings if the company
demonstrates a sustained turnaround in revenues and operating cash
flow and if Moody's believes that Rovi could reduce and maintain
total debt-to-EBITDA below 4.5x (incorporating Moody's standard
analytical adjustments) and sustain free cash flow in excess of
10% of total debt.

Moody's could downgrade Rovi's ratings if the company's liquidity
erodes as a result of declining earnings or management's
aggressive financial policies. Rovi's ratings could be downgraded
if turnaround in EBITDA and profitability appears unattainable
over the intermediate term, and if Moody's believes that leverage
is unlikely to decline below 4.5x (Moody's adjusted) or free cash
flow falls to less than 10% of total debt over a protracted period
of time. The ratings could be lowered if Rovi is unable to renew
licensing agreement with its key customers or the competitive
position of its intellectual property weakens.

Moody's has affirmed the following ratings:

Issuer: Rovi Corporation

Corporate Family Rating - Ba3

Probability of Default Rating - Ba3-PD

$377 million senior secured Term Loan A-1 due February 2016 --
Ba2, LGD3 (36%), LGD revised from LGD 3 (38%)

$200 million senior secured Term Loan A-2 due March 2017 - Ba2,
LGD3 (36%), revised from LGD 3 (38%)

$537 million senior secured Term Loan B-3 due March 2019 - Ba2,
LGD3 (36%), revised from LGD 3 (38%)

Moody's has changed the following rating:

Speculative Grade Liquidity Rating -- SGL-2, lowered from SGL-1

Outlook Actions:

Outlook: Changed to Negative, from Stable

Headquartered in Santa Clara, California, Rovi Corporation
provides integrated solutions to media entertainment market. Rovi
reported $598 million in revenue from continuing operations for
the twelve months ended September 2013.


RURAL/METRO CORP: Posts Net Loss of $716,000 in September
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Rural/Metro Corp., the provider of emergency and non-
emergency medical transportation whose reorganization plan comes
up for approval on Dec. 16, reported a $716,000 net loss in
September on revenue of $52.6 million.

According to the report, cash flow before rent in September was
$4.3 million, according to the operating report filed with the
U.S. Bankruptcy Court in Delaware. Since its reorganization began
in early August, the Scottsdale, Arizona-based company's
cumulative net loss is $15 million on revenue of $107.8 million.

The reorganization plan has unsecured noteholders owed $312.2
million receiving all of the preferred stock and 70 percent of the
common stock in return for a $135 million equity contribution
through a rights offering. Negotiations brought the creditors'
committee into agreement with the plan. Otherwise, the plan was
mostly worked out before bankruptcy.

Buyers were offering to purchase the $200 million in 10.125
percent senior unsecured notes on Nov. 15 for 57.375 cents on the
dollar according to Trace, the bond-price reporting system of the
Financial Industry Regulatory Authority. The offering price for
the $108 million in unsecured notes was identical.

                      About Rural/Metro Corp

Headquartered in Scottsdale, Arizona, Rural/Metro Corporation --
http://www.ruralmetro.com-- is a national provider of 911-
emergency and non-emergency interfacility ambulance services and
private fire protection services, operating in 21 states and
nearly 700 communities.  Rural/Metro was acquired in 2011 in a
leveraged buyout by Warburg Pincus LLC as part of a transaction
valued at $676.5 million.

Rural/Metro Corp. and 59 affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 13-11952) on Aug. 4, 2013, before
the U.S. Bankruptcy Court for the District of Delaware.  Debt
includes $318.5 million on a secured term loan and $109 million on
a revolving credit with Credit Suisse AG serving as agent. There
is $312.2 million owing on two issues of 10.125 percent senior
unsecured notes.

The Debtors' lead bankruptcy counsel are Matthew A. Feldman, Esq.,
Rachel C. Strickland, Esq., and Daniel Forman, Esq., at Willkie
Farr & Gallagher LLP, in New York.  Maris J. Kandestin, Esq., and
Edmon L. Morton, Esq., at Young, Conaway, Stargatt & Taylor, LLP,
in Wilmington, Delaware, serve as the Debtors' local Delaware
counsel.

Alvarez & Marsal Healthcare Industry Group, LLC, and FTI
Consulting, Inc., are the Debtors' financial advisors, while
Lazard Freres & Co. L.L.C. is their investment banker.  Donlin,
Recano & Company, Inc., is the Debtors' claims and noticing agent.

The U.S. Trustee has appointed a three-member official committee
of unsecured creditors in the Chapter 11 case.

The Debtors have arranged $75 million of DIP financing from a
group of prepetition lenders led by Credit Suisse AG.  An interim
order has allowed the Debtors to access $40 million of the DIP
facility.

The Debtors have filed a reorganization plan largely worked out
before the Chapter 11 filing in early August.  Existing
shareholders receive nothing in the plan.

The Company's debt includes $318.5 million on a secured term loan
and $109 million on a revolving credit with Credit Suisse AG
serving as agent. There is $312.2 million owing on two issues of
10.125 percent senior unsecured notes.


SADLER LAW FIRM: Files Chapter 11 in Houston
--------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Sadler Law Firm LLP is in Houston's bankruptcy court,
not as lawyers but as a bankrupt client.  The firm is owned by
Randall Sadler.

According to the report, the 34-lawyer Houston-based firm filed a
petition for Chapter 11 reorganization on Nov. 14, estimating
assets and debt both exceeding $1 million.

The firm blamed financial problems on expansion to meet the needs
of hydraulic fracturing clients. The firm said it didn't cut back
quickly enough when drilling declined after natural gas prices
plunged.

The firm has satellite offices in Fort Worth, Texas, and
Pittsburgh.  It's terminating the lease in Fort Worth.

Secured lender Comerica Bank is owed $1 million.  Accounts
receivable are $2 million and work in process is $1 million,
according to a court filing.

Sadler Law Firm LLP filed a Chapter 11 petition (Bankr. S.D. Tex.
Case No. 13-bk-37078) in Houston on Nov. 14, 2013.  The case is
assigned to Judge David R. Jones.  The Debtor is represented by
Michael J Durrschmidt, Esq., at Hirsch & Westheimer, P.C., in
Houston, Texas.  The Debtor estimated assets and liabilities from
$1 million to $10 million.  The petition was signed by Randall K.
Sadler, president.


SALON MEDIA: Reports $481,000 Net Loss for Q3 Ended Sept. 30
------------------------------------------------------------
Salon Media Group, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q, reporting a
net loss of $481,000 on $1.56 million of net revenue for the three
months ended Sept. 30, 2013, compared to a net loss of $660,000 on
$853,000 of net revenue for the same period last year.

The Company's balance sheet at Sept. 30, 2013, showed $1.76
million in total assets, $3.8 million in total liabilities, and
stockholders' deficit of $2.04 million.

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

                        http://is.gd/neGmWX

                         About Salon Media

San Francisco, Calif.-based Salon Media Group (OTC BB: SLNM.OB)
-- http://www.Salon.com/-- is an online news and social
networking company and an Internet publishing pioneer.

For the 12 months ended March 31, 2013, the Company had a net loss
of $3.93 million on $3.64 million of net revenues, as compared
with a net loss of $4.09 million on $3.47 million of net revenues
for the same period a year ago.

As of March 31, 2013, the Company had $1.29 million in total
assets, $11.32 million in total liabilities and a $10.02 million
total stockholders' deficit.

Burr Pilger Mayer, Inc., in San Francisco, California, issued a
"going concern" qualification on the consolidated financial
statements for the fiscal year ended March 31, 2012.  The
independent auditors noted that the Company has suffered recurring
losses and negative cash flows from operations and has an
accumulated deficit of $112.5 million at March 31, 2012, which
raise substantial doubt about the Company's ability to continue as
a going concern.


SAN BERNARDINO, CA: CalPers Denied Appeal to Federal Circuit Ct.
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the California Public Employees' Retirement System is
prevented by technical reasons from appealing at this time to the
U.S. Court of Appeals in San Francisco from a bankruptcy court
ruling finding that San Bernardino, California, is eligible for
Chapter 9 municipal bankruptcy.

According to the report, U.S. Bankruptcy Judge Meredith A. Jury
said her August decision was an interlocutory order, meaning it
didn't resolve all related disputes. Only final orders, resolving
all disputes, are immediately appealable to the federal district
court.

Interlocutory orders are appealable if the district court gives
permission. CalPers has a request pending for a district judge to
allow appeal.

Calpers also filed papers asking Judge Jury to send the appeal
directly to the Court of Appeals, overstepping a intermediate
appeal in district court.

In her terse decision on Nov. 15, Judge Jury said that procedural
statues don't allow a direct appeal to the circuit court unless
the district court has allowed an interlocutory appeal.

Judge Jury therefore denied the request for an appeal to the
circuit court, although she is allowing CalPers to renew the
request if the district court permits an interlocutory appeal.

CalPers was the only creditor contesting San Bernardino's right to
be in Chapter 9. The San Bernardino Public Employees Association
had been in opposition until the city negotiated a new contract
for public workers.

CalPers argued unsuccessfully that the city didn't qualify because
it hadn't sufficiently negotiated with creditors before
bankruptcy.

                  About San Bernardino, Calif.

San Bernardino, California, filed an emergency petition for
municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code
(Bankr. C.D. Calif. Case No. 12-28006) on Aug. 1, 2012.  San
Bernardino, a city of about 210,000 residents roughly 65 miles
(104 km) east of Los Angeles, estimated assets and debts of more
than $1 billion in the bare-bones bankruptcy petition.

The city council voted on July 10, 2012, to file for bankruptcy.
The move lets San Bernardino bypass state-required mediation with
creditors and proceed directly to U.S. Bankruptcy Court.

The city is represented that Paul R. Glassman, Esq., at Stradling
Yocca Carlson & Rauth.

San Bernardino joined two other California cities in bankruptcy:
Stockton, an agricultural center of 292,000 east of San Francisco,
and Mammoth Lakes, a mountain resort town of 8,200 south of
Yosemite National Park.

The City was granted Chapter 9 protection on Aug. 28, 2013.


SANTA FE GOLD: Explores Alternatives to Refinance Indebtedness
--------------------------------------------------------------
Santa Fe Gold Corporation on Nov. 15 reported financial results
for the quarter ended September 30, 2013.  Santa Fe reported
revenues of $1.2 million for the three months ended September 30,
2013 as compared to $5.6 million for the same prior year period, a
79% decrease of $4.4 million.  Sales for the September 2013
quarter were adversely affected by various equipment issues
related to undercapitalization of the Summit mine, which caused a
decrease in production output for the period.  Tonnage production
fell 61% due mainly to increased downtime of primary underground
production equipment.  Also contributing to the decrease in
revenue were lower average prices of gold and silver of 20% and
29%, respectively.  The full version of the financial statements
and management's discussion and analysis can be viewed on Santa
Fe's website at http://www.santafegoldcorp.comor on EDGAR at
http://www.sec.gov

Santa Fe has determined to temporarily suspend mining activities
while it evaluates financing and strategic alternatives.  During
the period of suspension, key staff will continue to carry on
limited activities.  Said Dr. Pierce Carson, President and CEO,
"We are in negotiations and advanced discussions with several
strategic parties who share our objective to adequately capitalize
our operations and bring Summit into full production.  As such, we
anticipate the suspension of mining operations will be temporary."
Dr. Carson added, "We believe that properly capitalized, our
Summit mine should attain targeted production levels and achieve
attractive operating margins."

As noted in Santa Fe's Form 10-K for its fiscal year ended June
30, 2013, the Company has been exploring various alternatives to
refinance its outstanding indebtedness and to provide the
additional capital required to place its Summit mine on a sound
financial footing.  In this regard, the Company has been exploring
all available strategic alternatives and has retained Jett Capital
Advisors, a New York based investment bank, as its financial
advisor.  Although Santa Fe is in active discussions and
negotiations with several strategic and financial parties, it has
not made any decision to pursue any specific strategic or
financing transaction or alternative, and there can be no
assurance that a transaction will be consummated.  If the Company
fails to consummate a strategic or financing alternative, it will
not have adequate liquidity to fund its operations, meet its
obligations (including its debt payment obligations) and continue
as a going concern, and will likely be forced to seek relief under
the U.S. Bankruptcy Code.

                       About Santa Fe Gold

Santa Fe Gold -- http://www.santafegoldcorp.com-- is a U.S.-based
mining enterprise with producing mining operations in Lordsburg,
New Mexico, and exploration and development projects in
southwestern New Mexico, north-central New Mexico and Arizona.
Santa Fe controls: (i) the Summit mine and Lordsburg mill in
southwestern New Mexico, which began commercial production in
2012; (ii) a substantial land position near the Lordsburg mill,
comprising the core of the Lordsburg Mining District; (iii) the
Mogollon gold-silver project, within trucking distance of the
Lordsburg mill; (iv) the Ortiz gold property in north-central New
Mexico; (v) the Black Canyon mica deposit near Phoenix, Arizona;
and (vi) a deposit of micaceous iron oxide (MIO) in western
Arizona.  Santa Fe Gold intends to build a portfolio of high-
quality, diversified mineral assets with an emphasis on precious
metals.


SCICOM DATA: Court Okays Hiring of Binswanger Midwest as Realtor
----------------------------------------------------------------
SCICOM Data Services, Ltd. sought and obtained permission from the
U.S. Bankruptcy Court for the District of Minnesota to employ
Binswanger Midwest of Illinois, Inc. as realtor.

The Debtor wishes to employ the real estate services of Binswanger
Midwest, including brokers Gerald Norton, Andy Lubinski, and Jake
Thomas to represent and assist the Debtor in marketing, locating a
buyer for, and negotiating the sale of real property located at
10101 Bren Road East, Minnetonka, Minnesota, and consisting of
land improved by two commercial office/warehouse buildings.

In October 2013, the Debtor agreed to the terms of the Listing
Agreement with Binswanger Midwest for the purposes of marketing
and selling the Property. Under the Listing Agreement, Binswanger
Midwest would receive a 5% commission for a sale, whether or not
the buyer has a separate agent.  However, in the event the
Property is sold to Venture Solutions, Inc., Taylor Corporation,
or any of their affiliated entities (the "Excluded Prospect"),
Binswanger Midwest would receive a 2.5% commission.  If the
Property is leased while the Listing Agreement is in effect,
Binswanger Midwest would receive a 5% commission if there was not
a co-broker, and a 7.5% commission if there was a co-broker, in
which case the commission would be shared between Binswanger
Midwest and the co-broker.  However, in the event the Property was
leased to an Excluded Prospect, the lease commission would be 50%
of the lease commission otherwise due.

Most of the marketing expenses that will be incurred by Binswanger
Midwest in the process of marketing the Property are included in
the commission, and the Debtor will not separately reimburse
Binswanger Midwest for such expenses.  However, the Listing
Agreement provides that the Debtor shall reimburse Binswanger
Midwest for certain marketing expenses specified in the Listing
Agreement (the "Marketing Expenses") if such expenses are
incurred.  The Debtor has reviewed and approved the Marketing
Expenses, which total up to $1,787.

In addition, with respect to the Marketing Expenses, the Debtor
proposes that the Debtor's payment of the flat-fee Marketing
Expenses, up to a total of $1,787 as set forth on the Listing
Agreement, be authorized in conjunction with the approval of this
application, and that the Debtor be authorized to pay the
Marketing Expenses as required in the Listing Agreement without
Binswanger Midwest making an application to the Court for approval
of such reimbursements.

In the event that the Debtor removes the Property from the market
or abandons the Property or its interest in the Property, except
through a transfer to a liquidating agent or a Chapter 7 trustee,
during the term of the agreement, the Debtor will pay Binswanger
Midwest a cancellation fee of $10,000.

Gerald P. Norton, senior vice president of Binswanger Midwest,
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.

Binswanger Midwest can be reached at:

       Gerald P. Norton
       2340 South River Road, Suite 200
       Des Plaines, IL 60018
       Tel: (312) 655-9500
       Fax: (312) 655-9510

                          About SCICOM

Headquartered in Minnetonka, Minnesota, SCICOM provides data
processing solutions that transform critical data into effective
customer communications, on any platform, at any time.  SCICOM's
business focus has been employee benefits, retirement and
investment services, and statement processing.

SCICOM Data Services, Ltd., filed a Chapter 11 petition (Bankr. D.
Minn. Case No. 13-43894) on Aug. 6, 2013, in Minneapolis,
Minnesota, with a deal to sell assets to Venture Solutions without
an auction.

Arden Hills, MN-based Venture Solutions is a provider of print and
digital transactional Communications and is a subsidiary of Taylor
Corporation.

Judge Michael E. Ridgway presides over the case.  The Debtor has
tapped Fredrikson & Byron, P.A., as counsel; Lighthouse Management
Group, Inc., as financial consultant; and Shenehon Company as
valuation expert.

The Debtor disclosed $13,254,128 in assets and $17,801,787 in
liabilities as of the Chapter 11 filing.  The petition was signed
by Timothy L. Johnson, senior vice president and CFO.

Daniel M. McDermott, the U.S. Trustee for Region 12, appointed
three creditors to serve in the Official Committee of Unsecured
Creditors in the Chapter 11 case of Scicom Data Services, Ltd.


SG BLOCKS: Reports $465K Net Loss in Sept. 30 Quarter
-----------------------------------------------------
SG Blocks, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $465,382 on $1.73 million of revenues for the three months
ended Sept. 30, 2013, compared to a net loss of $525,857 on
$373,250 of revenues for the same period last year.

The Company's balance sheet at Sept. 30, 2013, showed $1.88
million in total assets, $3.74 million in total liabilities, and
stockholders' deficit of $1.86 million.

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

                        http://is.gd/SM02TC

New York-based SG Blocks, Inc., provides code engineered cargo
shipping containers.


SOPHIA LP: Moody's Cuts CFR to B3 & Rates PIK Toggle Notes Caa2
---------------------------------------------------------------
Moody's Investors Service downgraded Sophia, L.P.'s Corporate
Family Rating ("CFR") to B3 from B2, and Probability of Default
rating to B3-PD from B2-PD. Moody's also assigned a Caa2 rating to
the new senior unsecured PIK toggle notes to be issued at a
holding company level, by co-issuers Sophia Holding Finance, Inc.
and Sophia Holding Finance, L.P. Proceeds of the new holdco PIK
notes will fund a distribution to private equity owner, Hellman &
Friedman L.P., and other shareholders. The ratings of existing
senior secured bank debt and senior unsecured notes, both at the
Sophia, L.P. corporate level, were affirmed at B1 and Caa1,
respectively. The outlook is stable.

Ratings Rationale:

"The downgrade of the CFR to B3 reflects the surge in debt-to-
EBITDA at Sofia to about 8.5x, pro-forma for the new PIK notes,
from 7.0x", noted Kevin Stuebe, Senior Analyst at Moody's
Investors Service. The very high leverage is somewhat balanced by
Sophia's growing scale and leading position as a niche provider of
software and services for the administrative and academic
functionality at higher education institutions. Sophia (also known
as Ellucian) has a strong and defensible market position as a
leading provider of enterprise resource planning (ERP).

Moody's anticipates management will steadily reduce debt-to-EBITDA
back down to about 7.0x, a level which would be only in line with
other companies also at the B3 CFR rating level. The ratings could
be lowered if Moody's anticipates that Sophia will not be on pace
to reduce leverage to about 7.0x (adjusted debt to EBITDA) by
early 2015, if annual free cash flow is likely to be sustained at
less than $75 million (which is approximately the level management
expects to achieve), or any indication of permanent market share
erosion. Longer term, the ratings could be upgraded if the company
maintains its market share and profitability, and can sustain
debt-to-EBITDA at about 6.0 or 6.5x.

The new PIK toggle notes will be issued at a top holding company
level, will not have any upstream guarantees, and will be
structurally subordinated to all other claims -- all reflected in
the Caa2 rating. The ratings on the existing senior secured and
senior unsecured debt are unchanged because the new holdco PIK
notes are subordinated to those claims, although the probability
of default has increased (as a result of the higher leverage). The
Loss Given Default Assessments on both classes of existing debt
have decreased, reflecting the new layer of loss-absorbing junior
debt.

Downgrades:

Issuer: Sophia, L.P.

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

Corporate Family Rating, Downgraded to B3 from B2

Assessments Revised

Issuer: Sophia, L.P.

Senior Secured Bank Credit Facility July 19, 2018, to LGD2, 25%
from LGD3, 33%

Senior Secured Bank Credit Facility Jan 19, 2017, to LGD2, 25%
from LGD3, 33%

Senior Unsecured Regular Bond/Debenture Jan 15, 2019, to LGD5,
73% from LGD5, 87%

Assignments:

Issuer: Sophia Holding Finance, L.P.

Senior Unsecured Regular Bond/Debenture, Assigned Caa2 LGD6, 92 %

Outlook Actions:

Issuer: Sophia, L.P.

Outlook, Stable

Issuer: Sophia Holding Finance, L.P.

Outlook, Stable

Affirmations:

Issuer: Sophia, L.P.

Senior Secured Bank Credit Facility July 19, 2018, Affirmed B1

Senior Secured Bank Credit Facility Jan 19, 2017, Affirmed B1

Senior Unsecured Regular Bond/Debenture Jan 15, 2019, Affirmed
Caa1

Sophia, L.P., headquartered in Fairfax, Virginia, is a privately-
held provider of ERP software exclusively for the higher education
market.


SR REAL ESTATE: First Priority Lenders Deny Global Compromise
-------------------------------------------------------------
First priority lenders of debtor SR Real Estate Holdings, LLC,
claim that contrary to assertions of the Debtor, majority of
lenders have not agreed to a global compromise.

Such claims were made by the First Priority Sargent Ranch Lenders
in their support of motions by DACA 2010L L.P. and Sargent Ranch
Management Company, LLC seeking (i) dismissal of the Chapter 11
case with prejudice, (ii) a finding that the Debtor is a single
asset real estate debtor, or alternatively (iii) relief from stay.

The group says that the signatories to the global compromise only
hold "more than 50% of the principal amount of the first-priority
deed of trust", not 50% of the record beneficial note interests,
as the statute requires.


"The Debtor is not claiming it has equity in any property to
protect nor employees or vendors to pay.  Rather, the Debtor is
just a few wealthy investors who are trying to escape not only the
consequences of their bad investment decisions but also the
outcome of the vote they demanded occur.  Using a federal court to
manipulate the rules of an investment game, or to tilt the game
board in favor of the losing party, is the essence of bad faith.
DACA's motion should be granted," the First Priority Lenders aver
in court filings.

The group says the Debtor has shown no good faith toward first
priority lenders.  The Debtor suggests that it has "cooperated"
with DACA and, therefore, evidenced its good faith postpetition.
At the same time, however, the Debtor has moved to strike all of
the First Priority Lenders' opposition on the ground that such
lenders' counsel has not filed a Rule 2019 statement.

Since 2010, the First Priority Lenders' counsel has represented
their interests in three different bankruptcy cases.  While the
counsel, Goodrich & Associates, will submit a 2019 Statement, it
does not believe that demanding one in this case is an act of
"cooperation".

The First Priority Sargent Ranch Lenders is comprised of the
following un-conflicted lenders who hold fractional interests in
only the First Loan and First Deed of Trust and in no junior loans
or liens: Debra Gewertz, Jim Schreader, Gunilla M. Rittenhouse,
Los Amigos V, Louis E. Rittenhouse, Trustee, Michael E. Pegler,
Janice L. Pegler, Richard Ehrenberger, Ronald P. Elvidge, and
Penelope Kuykendall.

A copy of the First Priority Lenders' response to the Debtor's
opposition to the dismissal motion is available for free at:

  http://bankrupt.com/misc/SR_Real_Dismissal_1st_Lenders.pdf

A copy of the First Priority Lenders' objection to the admission
of various statements made in the declaration of Norman I. Adams
in support of the Debtor's omnibus opposition to the dismissal
motion is available for free at:

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

A copy of the Debtor's response to the objection to the
declaration of Mr. Adams' is available at:

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

The First Priority Lenders is represented by:

         Jeffrey J. Goodrich, Esq.
         GOODRICH & ASSOCIATES
         336 Bon Air Center, #335
         Greenbrae, CA 94904
         Tel: (415) 925-8630
         Fax: (415) 925-9242

                 About SR Real Estate Holdings

SR Real Estate Holdings, LLC, owner of 14 parcels of real property
totaling 6,400 acres straddling Santa Cruz and Santa Clara
counties, filed a Chapter 11 petition (Bankr. N.D. Cal. Case No.
13-54471) in San Jose, California, on Aug. 20, 2013.  The Debtor
estimated that its assets total at least $10 million and
liabilities are at least $500 million.  Victor A. Vilaplana, Esq.,
at Foley and Lardner, serves as counsel to the Debtor.

This is the third bankruptcy filed with respect to the property.
The prior owner, Sargent Ranch, LLC, filed Chapter 11 cases in
January 2010 (Bankr. S.D. Cal. Case No. 10-00046-PB) and November
2011 (Bankr. S.D. Cal. Case No. 11-18853).  The second bankruptcy
case was dismissed in February 2012.


STORY BUILDING: Option 1 of Reorganization Plan Declared Effective
------------------------------------------------------------------
The effective date of Story Building LLC's Fourth Amended Plan of
Reorganization under "Option 1" occurred Sept. 25, 2013, according
to a notice served by counsel of the Debtors.

The Debtor's assets are vested in the Reorganized Debtor on the
Effective Date and the Plan will be implemented to Option 2.

Option 2 of the Plan and the stalking horse asset purchase
agreement are null and void ab initio.  The sale of the Debtor's
property pursuant to Option 2 will not proceed.  The stalking
horse bidder will not receive a break-up fee, according to the
notice.

The new value deposit has been timely and properly made pursuant
to the Plan in the amount of $3.9 million and placed in a
segregated trust account of the Debtor's counsel.  The new value
contribution of $4.3 million (inclusive of the $3.9 million) has
been timely and properly made pursuant to the Plan prior to the
Effective Date.

An order confirming the Plan was entered on Aug. 1, 2013.

The Plan provided for two alternative funding.  Under the Plan,
Gholam Ali Safari -- as so-called New Value Contributor, would
provide funds sufficient to satisfy the Debtor's obligations to
creditors by making a required deposit in the amount of
$3,899,201, in advance of the effective date of the Plan.  If the
New Value Contributor fails to timely make the required deposit,
the Debtor's assets would be sold to Boulevard Hospitality LLC, as
the stalking horse bidder, or to a qualified bidder who submits a
higher and better bid.

General unsecured claims are impaired under the Plan and would be
paid either (i) a pro rata share of quarterly installments of
$1,771 and interest accruing at the annual rate of 2.25%; or (ii)
in the event of an asset sale, cash in an amount equal to the
holder's allowed claim amount without interest.

A two-part copy of the Fourth Amended Plan dated June 6, 2013, is
available for free at:

       http://bankrupt.com/misc/STORYBLDGplan10606.pdf
       http://bankrupt.com/misc/STORYBLDGplan20606.pdf

                      About Story Building LLC

Story Building LLC is a real estate management company based in
Irvine, California.  The Company owns and operates a 13-story
historical building located in Downtown, Los Angeles, known as the
Walter P. Story Building, located at 610 S. Broadway.  The
building is primarily utilized as a jewelry plaza.

Story Building LLC filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Cal. Case No. 10-16614) on May 17, 2010.  Sandford
Frey, Esq., at Creim Macias Koenig & Frey LLP, represents the
Debtor in its restructuring effort.  The Debtor disclosed
$19,421,024 in assets and $16,500,721 in liabilities as of the
Chapter 11 filing.  There was no official committee of unsecured
creditors appointed in the Debtor's case.

Wells Fargo Bank NA -- as trustee for the registered holders of
JPMorgan Chase Commercial Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates, Series 2004-C1 -- is
represented by Michelle McMahon, Esq., at Bryan Cave LLP.


SUNTECH POWER: Solar-Panel Factories to Keep Operating
------------------------------------------------------
Wayne Ma, writing for The Wall Street Journal, reported that
Suntech Power Holdings Co., mired in more than $2.3 billion in
debt, would pay back about 30% of what it owes to Chinese
creditors in a deal that would also keep its solar-equipment
factories humming under new management.

According to the report, the move to keep the former operations of
China's onetime solar-power champion operating runs counter to
Beijing's efforts to rein in industrial overcapacity and is a
cautionary tale for overseas investors eager to gain exposure to
China's booming economy. U.S. creditors are owed more than $500
million in Suntech convertible bonds but it wasn't clear whether
they would recoup their investment.

Shunfeng Photovoltaic International Ltd., a smaller rival of
Suntech, said on Nov. 17 that a court in Suntech's hometown of
Wuxi approved Shunfeng's purchase of Suntech's main assets in
China, the report related.  A Shunfeng spokeswoman said the
company wasn't available for comment.  A Suntech spokesman also
declined to comment.

Suntech once was the world's largest solar-panel maker by sales
but has struggled as global overcapacity pushed prices lower, WSJ
said.  The company defaulted on $541 million in U.S. convertible
bonds this year, which put its main Chinese subsidiary into
bankruptcy proceedings in China.

Under the deal, Shunfeng will take over the subsidiary, Wuxi
Suntech Power Co., in exchange for repaying a portion of Suntech's
Chinese debt, the report said.  Although Chinese creditors are
owed more than $1.75 billion, they voted last week in favor of the
deal, which allows them to recover about 30% of their claims,
Shunfeng said.

                           About Suntech

Wuxi, China-based Suntech Power Holdings Co., Ltd. (NYSE: STP)
produces solar products for residential, commercial, industrial,
and utility applications.  With regional headquarters in China,
Switzerland, and the United States, and gigawatt-scale
manufacturing worldwide, Suntech has delivered more than
25,000,000 photovoltaic panels to over a thousand customers in
more than 80 countries.

Suntech Power Holdings Co., Ltd., received from the trustee of its
3 percent Convertible Notes a notice of default and acceleration
relating to Suntech's non-payment of the principal amount of
US$541 million that was due to holders of the Notes on March 15,
2013.  That event of default has also triggered cross-defaults
under Suntech's other outstanding debt, including its loans from
International Finance Corporation and Chinese domestic lenders.

Suntech Power had involuntary Chapter 7 bankruptcy proceedings
initiated against it on Oct. 14, 2013 in U.S. Bankruptcy Court in
White Plains, New York (Bankr. S.D.N.Y. Case No. 13-bk-13350), by
holders of more than $1.5 million of defaulted securities under a
2008 $575 million indenture.  The Chapter 7 Petitioners are
Trondheim Capital Partners, L.P., Michael Meixler, Longball
Holdings, LLC, and Jiangsu Liquidators, LLC.  They are represented
by Jay Teitelbaum, Esq., at TEITELBAUM & BASKIN LLP, in White
Plains, New York.


TELKONET INC: Has $480K Net Loss in Sept. 30 Quarter
----------------------------------------------------
Telkonet, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q, reporting a net loss
of $480,478 on $3.51 million of total net revenue for the three
months ended Sept. 30, 2013, compared to a net income of $513,210
on $3.29 million of total net revenue for the same period last
year.

The Company's balance sheet at Sept. 30, 2013, showed
$13.87 million in total assets, $5.68 million in total
liabilities, and stockholders' equity of $6.74 million.

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

                         http://is.gd/wUZ2Se

                           About Telkonet

Milwaukee, Wisconsin-based Telkonet, Inc., is a clean technology
company that develops and manufactures proprietary energy
efficiency and smart grid networking technology.

Telkonet disclosed net income of $390,080 on $12.75 million of
total net revenue for the year ended Dec. 31, 2012, as compared
with a net loss of $1.90 million on $11.18 million of total net
revenue during the prior year.

Baker Tilly Virchow Krause, LLP, in Milwaukee, Wisconsin, issued
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has a history of operating losses
and negative cash flows from operations, and an accumulated
deficit of $117,954,116 that raise substantial doubt about the
Company's ability to continue as a going concern.


THELEN LLP: Bankrupt Law Firm Appeal Sent to State Court
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that an appeal in the bankruptcy case of defunct law firm,
Thelen LLP, is going to a state court.

According to the report, the question in the appeal before the
state court is: When a law firm goes bust, is it entitled to
profit from the hourly fees in unresolved client matters that
departing lawyers have taken with them to new firms?

That question -- of interest to attorneys throughout the U.S. --
is going before New York state's highest court after a federal
appeals court in Manhattan said it was a matter of state law.

U.S. District Judge William H. Pauley III ruled in September 2012
in the bankruptcy liquidation of Thelen LLP that hourly fees
earned on so-called unfinished business at a new law firm don't
belong to the defunct firm.

U.S. District Judge Colleen McMahon concluded precisely the
opposite in May 2012 in the liquidation of Coudert Brothers LLP,
ruling that fees earned on unfinished business belong to the
liquidated firm.

Appeals were taken in both cases. Thelen's arrived first and was
argued last month. The U.S. Court of Appeals in Manhattan on Nov.
15 handed down a 27-page opinion in which it kicked the question
to the New York Court of Appeals.

"It's sensible for the Second Circuit to defer to the New York
Court of Appeals on this important issue," said Damian Schiable, a
partner with Davis Polk & Wardwell LLP in New York.  He's chairman
of the New York City Bar Association committee that submitted a
friend-of-the-court brief saying that profit on unfinished
business should belong to the new firm.

On issues governed by state law, a federal court is required to
determine how the state's highest court would probably rule if
there isn't already a definitive answer from the state courts.

The federal appeals court noted that intermediate New York state
courts have ruled in contingent-fee cases that the profit goes to
the failed firm. Still, the federal court said it found "scant New
York authority" in situations involving hourly fee matters, as
opposed to contingency work.

Far from suggesting how the New York state court should rule, the
federal circuit court said "there are strong legal and policy
arguments on both sides on the issue." It cited among other things
rules of professional conduct possibly "forbidding the unfinished
business doctrine altogether."

The ruling from the New York Court of Appeals may not be binding
outside the state, although it will be persuasive because both
partnership law and ethics laws are similar throughout the U.S.

The answer will also determine whether lawyers from Dewey &
LeBoeuf LLP, which also went bankrupt, must disgorge profits on
unfinished hourly business. Many former Dewey lawyers have already
settled.

Once the state court decides who owns profits on hourly matters,
the case will return to the federal appeals court for a final
ruling.

The Thelen appeal is Geron v. Seyfath Shaw LLP (In re Thelen LL),
12-4138, U.S. Court of Appeals for the Second Circuit (Manhattan).

The Coudert appeal is Development Specialists Inc. v. DeFoestraets
(In re Coudert Brothers LLP), 12-4916, in the same court.

                        About Thelen LLP

Thelen LLP, formerly known as Thelen Reid Brown Raysman & Steiner
-- http://thelen.com/-- is a bi-coastal American law firm in
process of dissolution.  It was formed as a product between two
mergers between California and New York-based law firms, mostly
recently in 2006.  Its headcount peaked at roughly 600 attorneys
in 2006, and had 500 early in 2008, with offices in eight cities
in the United States, England and China.

In October 2008, Thelen's remaining partners voted to dissolve the
firm.  As reported by the Troubled Company Reporter on Sept. 22,
2009, Thelen LLP filed for Chapter 7 protection.  The filing was
expected due to the timing of a writ of attachment filed by one of
Thelen's landlords, entitling the landlord to $25 million of the
Company's assets.  The landlord won approval for that writ in June
2009, but Thelen could void the writ by filing for bankruptcy
within 90 days of that court ruling.  Thelen, according to AM Law
Daily, has repaid most of its debt to its lending banks.

                      About Coudert Brothers

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

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


TW TELECOM: Moody's Affirms 'Ba3' CFR & Alters Outlook to Negative
------------------------------------------------------------------
Moody's Investors Service has changed the outlook of tw telecom
inc. ("TWTC" or the "company") and tw telecom holdings inc.
("TWTH") to negative from stable due to the company's higher
expected leverage following its recently announced market
expansion program. As part of this rating action, Moody's has also
affirmed the company's Ba3 corporate family rating. The higher
debt load resulting from a $120 million capital lease transaction
associated with the market expansion plans could stress TWTC's
credit metrics beyond the limit of the current Ba3 corporate
family rating (CFR). This incremental debt follows a note offering
from August of this year which was issued partly to finance an
aggressive share repurchase program. These two actions suggest a
higher risk appetite and departure from TWTC's historically
conservative capital allocation philosophy.

Rating Rationale:

Moody's believes that TWTC's shift to a more shareholder friendly
stance is in response to equity market pressure related to slowing
growth. Although Moody's recognizes that the market expansion
investment will result in future growth opportunities and will
likely increase TWTC's enterprise value, the required investment
will, at least temporarily, stress its credit profile. This
financial stress compounds the negative impact from the company's
recently commenced debt-financed share repurchase program. Moody's
also expects margins to remain under pressure given this new
initiative and the company's prior plan to add sales resources.
TWTC's Ba3 rating incorporates Moody's expectation that leverage
will fall below 3.5x (Moody's adjusted) by year end 2014. Higher
debt and weaker margins could prevent the company from meeting
Moody's leverage target.

TWTC's Ba3 corporate family rating reflects the company's
successful track record of revenue growth, operational execution
and consistently low customer churn, while recognizing its
challenging position as a competitive telecommunications provider.

Moody's could stabilize TWTC's outlook if the company can achieve
better than expected EBITDA growth such that leverage is on track
to fall below 3.5x (Moody's adjusted) through debt repayment or
margin improvement. Additionally, Moody's will assess the
company's use of cash to ensure that it is not rewarding
shareholders at the expense of debt holders. The Ba3 rating could
be downgraded if leverage is not on track to fall below 3.5x
(Moody's adjusted) by year end 2014.

With head offices in Littleton, Colorado, tw telecom inc. is a
competitive communications provider. The company provides managed
network services, Internet access, virtual private network, voice
and data services, and network security to enterprise
organizations and communications services companies throughout the
US. TWTC's footprint extends to 75 of the top 100 markets in the
US.

Affirmations:

Issuer: tw telecom holdings inc.

Senior Secured Bank Credit Facility Affirmed Baa3 (LGD2,11%)

Senior Unsecured Regular Bond/Debentures Affirmed B1 (LGD4, 67%)

Issuer: tw telecom inc.

Probability of Default Rating, Affirmed Ba3-PD

Corporate Family Rating, Affirmed Ba3

Outlook:

Issuer: tw telecom holdings inc.

Outlook, Changed to Negative

Issuer: tw telecom inc.

Outlook, Changed to Negative


UNIQUE BROADBAND: Continues to Operate Under Court Approved CCAA
----------------------------------------------------------------
Unique Broadband Systems, Inc. on Nov. 15 reported its operating
and financial results for the year ended August 31, 2013.

Operating and financial highlights included the following:

        --  UBS continues to operate under the court approved
Company Creditors Arrangement Act.

        --  On February 19, 2013, UBS sold 12,430,000 multiple
voting shares and 14,630,000 subordinate voting shares of ONEnergy
Inc. for $0.14 per share, or $3.8 million, generating a gain of
$0.45 million.

        --  On May 21, 2013, the Honourable Madam Justice Mesbur
released Reasons for Decision, pursuant to the claims submitted by
Mr. McGoey and Jolian Investments Ltd.  As a result, the Company
reversed $2.0 million of accrued restructuring liabilities due to
related parties, and accrued an enhanced severance estimated by
management to be $2.9 million.  On October 31, 2013, UBS was
granted leave to appeal the decision of enhanced severance and is
currently proceeding with the appeal.

        --  Operating expenses totalled $2.4 million, a decrease
of 11.3% over the $2.7 million recorded during fiscal 2012.

        --  UBS recorded a loss from operations for the year of
$3.0 million, compared to a loss of $2.0 million for 2012. The
variance resulted from, among other things, costs associated with
the advancement of the CCAA process, and the expiration of the
Management Services Agreement with ONEnergy Inc. on May 19, 2012.

        --  As at August 31, 2013, UBS held cash and cash
equivalents of $2.9 million, compared to $1.6 million as at
August 31, 2012.

                  About Unique Broadband Systems

Unique Broadband Systems, Inc. -- http://www.uniquebroadband.com/
-- is a Canadian-based company with holdings in Look
Communications and a continuing business interest with Unique
Broadband Systems Ltd.


UBS WILLOW: Klayman & Toskes Investigates Sale of Investments
-------------------------------------------------------------
The Securities Arbitration Law Firm of Klayman & Toskes on Nov. 16
disclosed that it is investigating UBS Financial Services in
connection with the sale of investments in UBS Willow Fund to the
firm's customers.  The Willow Fund is a private hedge fund which
was formed in 2000.  In October of 2012, investors were notified
that the Fund would be liquidated.  The Willow Fund's Report to
Shareholders, filed with the SEC on September 6, 2013, stated that
"The Fund does not hold investments as of June 30, 2013."  While
many investors were advised that the Fund was a safe, low risk
product, the Fund declined about 80%.

K&T is investigating whether UBS adequately disclosed the risks
associated with the UBS Willow Fund, as well as whether investors'
portfolios were over-concentrated in the Fund.  The individual
brokers and advisors who sold the UBS Willow Fund are not the
target of this investigation.  Instead, K&T is looking into UBS's
conduct in connection with its marketing of the Fund to its
customers.  Further, the law firm is investigating whether the UBS
Willow Fund deviated from its disclosed strategy of investing in
distressed debt, and instead started speculating in foreign
sovereign debt credit default swaps.  It is believed that these
credit default swaps eventually led to the collapse of the fund,
and caused investors to lose a substantial portion of their
investment.

K&T is a securities litigation law firm.  It practices exclusively
in the field of securities arbitration and litigation on a
national scale.  If you have information relating to this
investigation, please contact Steven D. Toskes or Jahan K.
Manasseh of Klayman & Toskes, P.A., at 888-997-9956, or visit us
on the web at http://www.recoverubswillowfundlosses.com/


US POSTAL: Posts Net Loss of $5 Billion in Fiscal Year 2013
-----------------------------------------------------------
The U.S. Postal Service ended the 2013 fiscal year (Oct. 1, 2012 -
Sept. 30, 2013) with a net loss of $5 billion.  This marks the 7th
consecutive year in which the Postal Service incurred a net loss,
highlighting the need to continue to capitalize on growth
opportunities, reduce costs, and enact comprehensive legislation
to provide a long-term solution to the agency's financial
challenges.

Even though the Postal Service has implemented a number of
strategies that resulted in $15 billion in annual expense
reductions since the Postal Accountability and Enhancement Act was
passed in 2006, the combination of onerous mandates in existing
law and continued First-Class Mail volume declines threatens the
Postal Service's financial viability.

"We've achieved some excellent results for the year in terms of
innovations, revenue gains and cost reductions, but without major
legislative changes we cannot overcome the limitations of our
inflexible business model," said Patrick Donahoe, Postmaster
General and Chief Executive Officer.  "Congress is moving forward
with legislation that has the potential to give us greater
flexibility and put us back on a firm financial footing, and we
strongly encourage that they continue moving forward."

The legislative requirements put forward by the Postal Service, as
outlined in the Five-Year Business Plan, include:

   -- Restructure the Postal Service health care plan.

   -- Refund Federal Employees Retirement System (FERS)
overpayment and lower future FERS payment amounts to those
required.

   -- Adjust delivery frequency to six-day packages/five-day mail.

   -- Streamline the governance model (eliminate duplicative
oversight).

   -- Provide authority to expand products and services.

   -- Require defined contribution retirement system for future
Postal Service employees.

   -- Require arbitrators to consider the financial condition of
the Postal Service.

   -- Reform Workers' Compensation.

Results of Operations

Highlights of yearly results compared to the same period last year
include:

   -- Total mail volume was 158.4 billion pieces compared to 159.8
billion pieces a year ago.  Package and Standard Mail volumes grew
by 210 million pieces and 1.4 billion pieces, respectively, while
the most profitable product, First-Class Mail, fell by 2.8 billion
pieces, led by single-piece volume decline.

   -- Operating revenue, excluding a $1.3 billion non-cash change
in an accounting estimate, was $66 billion compared to $65.2
billion in 2012.  While this is the first growth in revenue since
2008, declining First-Class Mail revenue continues to negatively
impact financial results.

   -- Operating expenses were $72.1 billion in 2013 compared to
$81 billion in 2012.  Approximately $8.2 billion of this decrease
resulted from higher, legally mandated retiree health care benefit
expenses and higher non-cash Workers' Compensation expense in
2012.  Expenses in 2013 include a required $5.6 billion
contribution to retiree health care benefits that the Postal
Service was unable to make.  Continued lack of legislation will
likely force the Postal Service to continue to default on these
payments.  Savings from plant consolidations, restructuring hours
at Post Offices, reductions in delivery units, and workforce
optimization resulted in approximately $1 billion of savings in
2013.

   -- The net loss for the year, which was decreased by a $1.3
billion non-cash change in estimate, was $5 billion.  However,
this change in accounting estimate has no impact on the Postal
Service's receipt of cash, or cash on hand, nor does it lessen the
severity of its current liquidity situation.  For more information
regarding the non-cash adjustment, refer to the Form 10-K,
available online.

The Postal Service continues to grow its Package Services
business.  From fiscal year 2012 to fiscal year 2013, revenue from
Package Services increased by $923 million, or 8 percent, on a
volume increase of 210 million pieces (6 percent).  By developing
innovative services to appeal to the growing parcel delivery
market, Shipping and Package Services grew to $12.5 billion,
representing approximately 19 percent of revenues.  Standard Mail
revenue grew by $487 million, or 3 percent, on a volume increase
of 1.8 percent.

The growth in revenue from these products is not enough to offset
the long-term loss in revenue and volume of our most profitable
service, First-Class Mail.  First-Class Mail revenue, which peaked
in 2007, dropped $704 million or 2.4 percent in 2013.  First-Class
Mail volume declined 2.8 billion pieces or 4.1 percent.

"Our productivity reached an all-time high in 2013, increasing 1.9
percent, compared to 2012," said Chief Financial Officer and
Executive Vice President Joseph Corbett.  "This marks our fourth
consecutive year of positive total factor productivity growth
since the depths of the recession in 2009."

Work hours in 2013 decreased by 12 million or 1.1 percent, despite
an increase of approximately 774,000 delivery points during 2013.

"The reduction in work hours and the optimization of work force
flexibility that we have available to us contributed to a savings
of nearly $1 billion in compensation and benefits costs," said
Corbett, "a reflection of our efforts to improve productivity and
to respond to the decline in mail volume."  Since 2000, the Postal
Service has reduced work hours by a cumulative total of 516
million work hours, equivalent to 293,000 employees, or $22
billion in annual expense savings."

At the end of the 2012 fiscal year, the Postal Service reached its
statutory debt ceiling of $15 billion for the first time, and it
remains at the limit at the end of the 2013 fiscal year.  "Our
liquidity continues to be dangerously low and our liabilities
exceed our assets by approximately $40 billion," said Corbett.
"This underscores the need for Congress to pass legislation that
improves our financial position and that gives the Postal Service
a more flexible business model to improve its cash flow.  Despite
reaching the debt limit, Postal Service mail operations and
delivery continue as usual and employees and suppliers continue to
be paid on time."

                     About U.S. Postal Service

A self-supporting government enterprise, the U.S. Postal Service
is the only delivery service that reaches every address in the
nation, 151 million residences, businesses and Post Office Boxes.
The Postal Service receives no tax dollars for operating expenses,
and relies on the sale of postage, products and services to fund
its operations.  With 32,000 retail locations and the most
frequently visited website in the federal government, usps.com,
the Postal Service has annual revenue of more than $65 billion and
delivers nearly 40 % of the world's mail. If it were a private
sector company, the U.S. Postal Service would rank 35th in the
2011 Fortune 500.  In 2011, the U.S. Postal Service was ranked
number one in overall service performance, out of the top 20
wealthiest nations in the world, Oxford Strategic Consulting.
Black Enterprise and Hispanic Business magazines ranked the Postal
Service as a leader in workforce diversity.  The Postal Service
has been named the Most Trusted Government Agency for six years
and the sixth Most Trusted Business in the nation by the Ponemon
Institute.

The Postal Service receives no tax dollars for operating expenses
and relies on the sale of postage, products and services to fund
its operations.

The U.S. Postal Service ended the first three months of its 2012
fiscal year (Oct. 1 - Dec. 31, 2011) with a net loss of $3.3
billion.  Management expects large losses to continue until the
Postal Service has implemented its network re-design and down-
sizing and has restructured its healthcare program.  Additionally,
the return to financial stability requires legislation which gives
the Postal Service typical commercial freedoms, including delivery
flexibility, returns over $10 billion of amounts overpaid to the
Federal Government and resolves the need to prefund retiree
healthcare at rates not assessed any other entity in the United
States.

To return to profitability, CEO Patrick Donahoe has advanced a
plan to reduce annual costs by $20 billion by 2015.  The plan
includes continued aggressive actions to generate additional
revenue and reduce operating expenses.  To reach the goal, the
Postal Service also needs changes in the law.  "Passage of
legislation is urgently needed that provides the Postal Service
with the speed and flexibility needed to cut costs that are not
under our control, including employee health care costs," Donahoe
said in February 2012  "The changes will give the Postal Service a
bright future and provide the nation with affordable and reliable
delivery for generations to come."


USEC INC: Global X Discloses 5.3% Equity Stake
----------------------------------------------
In an amended Schedule 13G filed with the U.S. Securities and
Exchange Commission, Global X Management Company LLC disclosed
that as of Oct. 31, 2013, it beneficially owned 263,743 shares of
common stock of USEC Inc. representing 5.33 percent of the shares
outstanding.  Global X previously reported beneficial ownership of
702,883 common shares or 14.21 percent equity stake as of
Sept. 30, 2013.  A copy of the regulatory filing is available for
free at http://is.gd/AGNU9a

                          About USEC Inc.

Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) --
http://www.usec.com/-- supplies enriched uranium fuel for
commercial nuclear power plants.

USEC disclosed a net loss of $1.20 billion in 2012 as compared
with a net loss of $491.1 million in 2011.

PricewaterhouseCoopers LLP, in McLean, Virginia, 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 reported net losses and a stockholders'
deficit at Dec. 31, 2012, and is engaged with its advisors and
certain stakeholders on alternatives for a possible restructuring
of its balance sheet, which raise substantial doubt about its
ability to continue as a going concern.

The Company's balance sheet at Sept. 30, 2013, showed $1.70
billion in total assets, $2.16 billion in total liabilities and a
$462.1 million stockholders' deficit.

                        Bankruptcy Warning

"A delisting of our common stock by the NYSE and the failure of
our common stock to be listed on another national exchange could
have significant adverse consequences.  A delisting would likely
have a negative effect on the price of our common stock and would
impair stockholders' ability to sell or purchase our common stock.
As of September 30, 2013, we had $530 million of convertible notes
outstanding.  Under the terms of our convertible notes, a
"fundamental change" is triggered if our shares of common stock
are not listed for trading on any of the NYSE, the American Stock
Exchange (now NYSE-MKT), the NASDAQ Global Market or the NASDAQ
Global Select Market, and the holders of the notes can require
USEC to repurchase the notes at par for cash.  We have no
assurance that we would be eligible for listing on an alternate
exchange in light of our market capitalization, stockholders'
deficit and net losses.  Our receipt of a NYSE continued listing
standards notification described above did not trigger a
fundamental change.  In the event a fundamental change under the
convertible notes is triggered, we do not have adequate cash to
repurchase the notes.  A failure by us to offer to repurchase the
notes or to repurchase the notes after the occurrence of a
fundamental change is an event of default under the indenture
governing the notes.  Accordingly, the exercise of remedies by
holders of our convertible notes or the trustee of the notes as a
result of a delisting would have a material adverse effect on our
liquidity and financial condition and could require us to file for
bankruptcy protection," the Company said in its quarterly report
for the period ended Sept. 30, 2013.

                           *     *     *

USEC Inc. carries 'Caa1' corporate and probability of default
ratings, with "developing" outlook, from Moody's.

As reported by the TCR on Aug. 17, 2012, Standard & Poor's Ratings
Services lowered its ratings on USEC Inc., including the corporate
credit rating to 'CCC' from 'CCC+'.

"The downgrade reflects our assessment of USEC's long-term
viability after the company publicly stated that it will be
difficult to continue enrichment operations at the Paducah Gaseous
Diffusion Plant after a one-year multiparty agreement to extend
operations expires in May 2013," said Standard & Poor's credit
analyst Maurice S. Austin.


VALEANT PHARMACEUTICALS: S&P Assigns 'B' Rating to $850MM Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issue-level
rating to Laval, Quebec-based pharmaceutical company Valeant
Pharmaceuticals International Inc.'s proposed $850 million senior
unsecured notes.  S&P assigned a recovery rating of '6' to the
notes, reflecting its expectation for negligible (0%-10%) recovery
on these notes in the event of a payment default.  The company
will use proceeds, along with balance sheet cash, borrowings under
its revolver, or a combination of these, to redeem the
$915.5 million 6.5% senior unsecured notes due 2016.

S&P's 'BB-' corporate credit rating on Valeant reflects its view
that the company's financial risk profile is "highly leveraged"
and business risk profile is "satisfactory".  The highly leveraged
financial risk profile reflects leverage of about 5.7x (excluding
synergies) including S&P's adjustments, following the recent
acquisition of Bausch & Lomb, as well as S&P's expectation for the
company to continue pursuing rapid acquisition-based growth.  The
satisfactory business risk profile reflects the profitability,
scale, and diversification of Valeant's businesses.

RATINGS LIST

Valeant Pharmaceuticals International Inc.
Corporate credit rating                   BB-/Stable/--

New Rating
Valeant Pharmaceuticals International Inc.
$850 million senior unsecured notes        B
   Recovery rating                          6


VALENCE TECHNOLOGY: Berg & Berg Completes Acquisition
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that one day after the Valence Technology Inc.
reorganization plan was approved last week by the bankruptcy court
in Austin, Texas, secured lender Berg & Berg Enterprises LLC
completed the transaction, the company said in a statement.

As previously reported by The Troubled Company Reporter, Valence
Technology won approval from the bankruptcy court for a Chapter 11
reorganization plan where the developer of storage batteries will
emerge from bankruptcy reorganization owned by secured lender Berg
& Berg.

The plan, originally filed in August, has Berg taking the new
stock in exchange for $50 million of the $69.1 million it's owed.
The plan was approved at a Nov. 13 confirmation hearing, according
to court records.

The other $19.1 million owing to Berg would become a new loan not
paid until after other creditors.  Unsecured creditors are to be
paid in full on their $5.2 million in claims, with half on
emergence from bankruptcy and the remaining half one year later.

                    About Valence Technology

Valence Technology, Inc., filed a Chapter 11 petition (Bankr. W.D.
Tex. Case No. 12-11580) on July 12, 2012, in its home-town in
Austin.  Founded in 1989, Valence develops lithium iron magnesium
phosphate rechargeable batteries.  Its products are used in hybrid
and electric vehicles, as well as hybrid boats and Segway personal
transporters.

The Debtor disclosed debt of $82.6 million and assets of
$31.5 million as of March 31, 2012.  The Debtor disclosed
$24,858,325 in assets and $78,520,831 in liabilities as of the
Chapter 11 filing.  Chairman Carl E. Berg and related entities own
44.4 percent of the shares.  ClearBridge Advisors LLC owns 5.5
percent.

Judge Craig A. Gargotta presides over the case.  The Company is
being advised by Sabrina L. Streusand at Streusand, Landon &
Ozburn, LLP with respect to bankruptcy matters.  The petition was
signed by Robert Kanode, CEO.

On Aug. 8, 2012, the U.S. Trustee for Region 7 appointed five
creditors to serve on the Official Committee of Unsecured
Creditors of the Debtor.  Brinkman Portillo Ronk, PC, serves as
its counsel.

As reported in the TCR on Nov. 1, 2013, most of the Texas battery
maker's creditors have voted to accept the bankruptcy repayment
plan that would give real-estate mogul Carl Berg full ownership of
the Company.


WALKER LAND: Employs Maynes Taggart as Bankruptcy Counsel
---------------------------------------------------------
Walker Land & Cattle, LLC, seeks authority from the U.S.
Bankruptcy Court for the District of Idaho to employ Robert J.
Maynes, Esq., of Maynes Taggart, PLLC, as bankruptcy counsel,
under a general retainer at the standard hourly rate of $200 per
hour plus costs.

Prior to the Petition Date, a retainer of $75,000, including the
filing fee, has been paid to Maynes Taggart.  The prepetition
retainer has been drawn down by not more than $5,000 for services
rendered prior to Petition Date.  Mr. Maynes assures the Court
that neither he nor his firm represents any interest adverse to
Debtor or the estate in the matters upon which he is to be engaged
for Debtor and his employment would be in the best interest of the
estate.

Mr. Maynes may be reached at:

         Robert J. Maynes
         MAYNES TAGGART, PLLC
         525 S. Park Ave., Suite 2E
         P.O. Box 3005
         Idaho Falls, ID 83405
         Tel: (208) 552-6442
         Fax: (208) 524-6095

Walker Land & Cattle, LLC, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Idaho Case No. 13-41437) on Nov.
15, 2013.  The case is assigned to Judge Jim D. Pappas.

The Debtor estimated assets and liabilities ranging from $50
million to $100 million.  The petition was signed by Roland N.
(Rollie) Walker, manager.


WAVE SYSTEMS: Incurs $2.9 Million Net Loss in Third Quarter
-----------------------------------------------------------
Wave Systems Corp. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $2.94 million on $6.25 million of total net revenues for the
three months ended Sept. 30, 2013, as compared with a net loss of
$6.11 million on $6.97 million of total net revenues for the same
period during the prior year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $16.64 million on $18.78 million of total net revenues
as compared with a net loss of $20.94 million on $21.71 million of
total net revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $12.03
million in total assets, $19.82 million in total liabilities and a
$7.79 million total stockholders' deficit.

"Due to our current cash position, our forecasted capital needs
over the next twelve months and beyond, the fact that we will
require additional financing and uncertainty as to whether we will
achieve our sales forecast for our products and services,
substantial doubt exists with respect to our ability to continue
as a going concern," the Company said in the Report.

Wave CEO Bill Solms, commented, "While Wave made progress in Q3,
substantial work remains to put the company on a clear and
sustained path toward growth and profitability.  With input from
the rest of the executive team, we have developed a plan that, I
believe, can deliver meaningful improvements to our performance.
We have begun to execute this new plan and hope to demonstrate
visible progress in the near term, but the sales cycles for both
enterprise & government customers can -- and usually do -- last
several quarters.  Therefore, the many initiatives that we are
starting now will take time to yield results, while existing
dialogues may move more quickly."

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

                        http://is.gd/w9uJUB

                        About Wave Systems

Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) --
http://www.wave.com/-- develops, produces and markets products
for hardware-based digital security, including security
applications and services that are complementary to and work with
the specifications of the Trusted Computing Group, an industry
standards organization comprised of computer and device
manufacturers, software vendors and other computing products
manufacturers.

For the 12 months ended Dec. 31, 2012, the Company incurred a net
loss of $33.96 million, as compared with a net loss of $10.79
million in 2011.

KPMG LLP, in Boston Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
Wave Systems Corp. has suffered recurring losses from operations
and has an accumulated deficit that raise substantial doubt about
its ability to continue as a going concern.


WESTERN FUNDING: Taps High Ridge as Financial Advisors
------------------------------------------------------
Western Funding Inc. and its debtor-affiliates seek permission
from the U.S. Bankruptcy Court for the District of Nevada to
employ High Ridge Partners, Inc. as financial advisors, nunc pro
tunc to Oct. 1, 2013.

The Debtors require High Ridge to give:

   (a) assistance in the preparation of financial related
       disclosures required by the Court, including the Schedules
       of Assets and Liabilities, the Statement of Financial
       Affairs and Monthly Operating Reports;

   (b) assistance the Debtors with information  and analyses
       required pursuant to the debtors-in-possession use of cash
       collateral;

   (c) assistance with the identification and implementation fo
       short-term cash management procedures;

   (d) advisory assistance in connection with the development and
       implementation of key employee retention and other critical
       employee benefit programs;

   (e) assistance and advice to Debtors with respect to the
       identification of core business assets and the disposition
       of assets or liquidation of unprofitable operations;

   (f) assistance with the identification of executory contracts
       and leases and performance of cost/benefit evaluations with
       respect to the affirmation or rejection of each;

   (g) assistance regarding the valuation or the present level of
       operations and identification of areas of potential cost
       savings including overhead and operating expense reductions
       and efficiency improvements;

   (h) assistance in the preparation of financial information for
       distribution to creditors and others;

   (i) including but not limited to cash flow projections and
       budgets, cash receipts and disbursement;

   (j) analysis of various asset and liability accounts, and
       analysis of proposed transactions for which Court approval
       is sought;

   (k) attendance at meetings and assistance in discussions with
       potential investors, banks and other secured lenders, any
       official committees appointed in these chapter 11 cases,
       the U.S. Trustee, or other parties in interest and
       professionals hired by the same, as requested;

   (l) assistance in the preparation or information and analysis
       necessary for the confirmation of a plan in these Chapter
       11 proceedings;

   (m) assistance in the evaluation and analysis of avoidance
       actions, including fraudulent conveyances and preferential
       transfers; and

   (n) render such other general business consulting or such other
       assistance as Debtors' management or counsel may deem
       necessary that are consistent with the role of a financial
       advisor.

High Ridge will be paid at these hourly rates:

       Michael J. Eber             $410
       Joseph P. Tedesco           $310
       Michael Dudek               $240

High Ridge will be reimbursed for reasonable out-of-pocket
expenses incurred.

Within the one-year period immediately preceding the Debtor's
petition date, the Debtors paid High Ridge $132,500 for services
rendered, and High Ridge currently has no retainer.

Michael J. Eber, principal of High Ridge, 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.

High Ridge can be reached at:

       Michael J. Eber
       HIGH RIDGE PARTNERS, INC.
       140 South Deaborn Street, Suite 420
       Chicago, IL 60603
       Tel: (312) 456-5636
       E-mail: meber@high-ridge.com

                     About Western Funding Inc.

Las Vegas car-loan maker Western Funding Inc., whose customers
usually have less-than-perfect credit, filed for Chapter 11
bankruptcy protection (Bankr. D. Nev., Case No. 13-17588) on
Sept. 4, 2013, after its own lender said the company broke
borrowing promises made last year.  Matthew C. Zirzow, Esq., at
Larson & Zirzow, LLC, in Las Vegas, Nevada, represents the Debtor.

Jeanette E. McPherson, Esq., at Schwartzer & McPherson Law Firm
represents the Official Committee of Unsecured Creditors.


WESTERN FUNDING: Files Amended Schedules of Assets and Liabilities
------------------------------------------------------------------
Western Funding Inc. filed with the U.S. Bankruptcy Court for the
District of Nevada its amended schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $400,000.00
  B. Personal Property         48,113,558.94
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                            $30,870,301.70
  E. Creditors Holding
     Unsecured Priority
     Claims                                        352.607.38
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                     13,221,004.38
                              --------------    -------------
        TOTAL                 $48,513,558.94   $44,443,913.46

A full-text copy of Western Funding's amended schedules may be
accessed for free at http://is.gd/yUqMQV

                   About Western Funding Inc.

Las Vegas car-loan maker Western Funding Inc., whose customers
usually have less-than-perfect credit, filed for Chapter 11
bankruptcy protection (Bankr. D. Nev., Case No. 13-17588) on
Sept. 4, 2013, after its own lender said the company broke
borrowing promises made last year.  Matthew C. Zirzow, Esq., at
Larson & Zirzow, LLC, in Las Vegas, Nevada, represents the Debtor.

Jeanette E. McPherson, Esq., at Schwartzer & McPherson Law Firm
represents the Official Committee of Unsecured Creditors.


WIZARD WORLD: Incurs $1.1 Million Net Loss in Third Quarter
-----------------------------------------------------------
Wizard World, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.12 million on $4.11 million of convention revenue for the
three months ended Sept. 30, 2013, as compared with net income of
$1.70 million on $2.79 million of convention revenue for the same
period during the prior year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $3.05 million on $8.80 million of convention revenue
as compared with a net loss of $1.28 million on $5.17 million of
convention revenue for the same period last year.

The Company's balance sheet at Sept. 30, 2013, showed $3.72
million in total assets, $1.22 million in total liabilities and
$2.50 million in total stockholders' equity.

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

                        http://is.gd/NTsTy6

                          About Wizard World

Based in New York, N.Y., Wizard World, Inc., is a producer of pop
culture and multimedia conventions ("Comic Cons") across North
America that markets movies, TV shows, video games, technology,
toys, social networking/gaming platforms, comic books and graphic
novels.  These Comic Cons provide sales, marketing, promotions,
public relations, advertising and sponsorship opportunities for
entertainment companies, toy companies, gaming companies,
publishing companies, marketers, corporate sponsors and retailers.

Wizard World reported a net loss of $1.02 million in 2012 as
compared with a net loss of $2.01 million in 2011.


WPCS INTERNATIONAL: Regains Compliance of NASDAQ Listing Standards
------------------------------------------------------------------
WPCS International Incorporated, which specializes in design-build
engineering services for communications infrastructure, has
announced that on November 14, 2013, WPCS received notice from the
NASDAQ Hearing Panel determining that WPCS has regained compliance
with the continued listing standards on the NASDAQ Capital Market
and WPCS' common stock would continue to be listed on NASDAQ.

Prior to the Panel hearing, on October 24, 2013, WPCS entered into
an amendment, waiver and exchange agreement with the holders of
its outstanding senior secured convertible notes and common stock
purchase warrants, to eliminate certain features of the Notes,
effective October 31, 2013, that would otherwise have resulted in
substantial fair value derivative accounting charges to the
Company.

In addition, pursuant to the Amendment, the Holders permanently
waived various provisions of the Warrants, and fixed the exercise
price of the Warrants to $2.1539 per share, other than in the
event of a future stock split or dividend, resulting in WPCS
classifying the Warrants as stockholders' equity in its balance
sheet, rather than as a derivative liability.

WPCS informed the Panel, and announced in a previous Form 8-K,
that as a result of the Amendment, WPCS stockholders' equity
exceeded $4 million as of November 5, 2013, and WPCS has regained
compliance with the minimum stockholder equity NASDAQ listing
requirement.

Sebastian Giordano, Interim CEO of WPCS, commented, "WPCS values
its NASDAQ Capital Market listing and we are quite pleased that
the Panel has agreed that, as a result of executing an aggressive,
strategic transition plan over the past several months to
stabilize operations and cash flows, restructure the Notes and
Warrants, cut costs, close and/or divest non-profitable divisions,
and maximize the potential for the remaining profitable divisions,
the Company is now better positioned to maintain NASDAQ compliance
with the equity requirement for the longer term.  As a result,
with our NASDAQ Capital Market listing in place, we can continue
executing our strategy to seek a shareholder value proposition and
deliver increased shareholder value."

             About WPCS International Incorporated

WPCS -- http://www.wpcs.com-- is a design-build engineering
company that focuses on the implementation requirements of
communications infrastructure.  The company provides its
engineering capabilities including wireless communications,
specialty construction and electrical power to the public
services, healthcare, energy and corporate enterprise markets
worldwide.


YRC WORLDWIDE: Whippoorwill Held 5% Equity Stake at Oct. 29
-----------------------------------------------------------
In a Schedule 13G filed with the U.S. Securities and Exchange
Commission, Whippoorwill Associates, Inc., and its affiliates
disclosed that as of Oct. 29, 2013, they beneficially owned
571,053 shares of common stock of YRC Worldwide Inc. representing
5 percent of the shares outstanding.  A copy of the regulatory
filing is available for free at http://is.gd/vwzZRL

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that offers
its customers a wide range of transportation services.  These
services include global, national and regional transportation as
well as logistics.

After auditing the 2011 results, the Company's independent
auditors expressed substantial doubt about the Company's ability
to continue as a going concern.  KPMG LLP, in Kansas City,
Missouri, noted that the Company has experienced recurring net
losses from continuing operations and operating cash flow deficits
and forecasts that it will not be able to comply with certain debt
covenants through 2012.

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $136.5 million on $4.85 billion of operating revenue, as
compared with a net loss of $354.4 million on $4.86 billion of
operating revenue during the prior year.  As of June 30, 2013, the
Company had $2.17 billion in total assets, $2.81 billion in total
liabilities and a $641.5 million total shareholders' deficit.

                           *     *     *

As reported by the TCR on Aug. 2, 2013, Moody's Investors Service
affirmed the rating of YRC Worldwide, Inc., corporate family
rating at Caa3.  The ratings outlook is has been changed to
positive from stable.

"The positive ratings outlook recognizes the important progress
that YRCW has made in restoring positive operating margins through
implementation of yield management initiatives, during a period of
stabilizing demand in the less than truckload ('LTL') segment,"
the report stated.

In August 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on YRC Worldwide Inc. to 'CCC' from 'SD'
(selective default), after YRC completed a financial
restructuring.  Outlook is stable.

"The ratings on Overland Park, Kan.-based YRCW reflect its
participation in the competitive, capital-intensive, and cyclical
trucking industry," said Ms. Ogbara, "as well as its meaningful
off-balance-sheet contingent obligations related to multiemployer
pension plans." "YRCW's substantial market position in the less-
than-truckload (LTL) sector, which has fairly high barriers to
entry, partially offsets these risk factors. We categorize YRCW's
business profile as vulnerable, financial profile as highly
leveraged, and liquidity as less than adequate."


* BlackRock Set for Final Clash with AIG on BofA Deal
-----------------------------------------------------
Chris Dolmetsch & David McLaughlin, writing for Bloomberg News,
reported that BlackRock Inc. and Pacific Investment Management Co.
are among investors set to make their final push for court
approval of an $8.5 billion settlement with Bank of America Corp.
over mortgage bonds that opponents say resolves only a small
portion of their losses.

According to the report, lawyers for the investor group, which
also includes Goldman Sachs Group Inc., began closing arguments on
Nov. 18 in New York state court in Manhattan about why the
settlement should be approved over opposition from American
International Group Inc. (AIG) AIG calls the deal a "pennies on
the dollar" settlement while investor losses totaled more than
$100 billion.

"This settlement -- which resulted from a process that reeks of
collusion and is infected with countless disabling conflicts --
could not become the hallmark of conduct for which future trustees
strive, but rather the beacon for what should be avoided,"
opponents of the accord said in court papers, the report related.

Final arguments by supporters and opponents will wrap up a hearing
over the agreement that began in June before New York State
Supreme Court Justice Barbara Kapnick, the report said.  The
hearing began two years after Bank of America reached the
settlement to resolve claims over mortgages packaged into
securities. The accord settles claims the loans backing the bonds
didn't meet their promised quality.

For Charlotte, North Carolina-based Bank of America, the
settlement is part of an effort by Chief Executive Officer Brian
Moynihan to resolve liabilities tied to faulty mortgages that have
cost the company about $50 billion in legal claims, including
those the bank inherited with the purchase of home lender
Countrywide Financial Corp. in 2008, the report further related.


* Moody's Changes Outlook for Global Metal Base Industry to Stable
------------------------------------------------------------------
Moody's changed its outlook for the Global Metal Base industry to
stable from negative, as price decline has bottomed but prices are
expected to remain within current trading levels on slow global
economic recovery, says the rating agency in its new industry
outlook update "Prices to Stay Largely Range-Bound in 2014 as
World Economy Faces Slow Recovery."

Moody's industry outlooks reflect the rating agency's expectations
for the fundamental business conditions in the industry over the
next 12 to 18 months.

"The price slide for major base metals - aluminum, copper, nickel
and zinc - experienced over the February 2013 to July 2013 period
has bottomed but prices will only experience a slow improvement
over the next 12-18 months," said Carol Cowan, a Moody's Vice
President -- Senior Credit Officer and author of the report.

"Our sector outlook change does not imply that the conditions will
improve meaningfully for base metals companies, but that
conditions are unlikely to deteriorate further over the medium
term," added Cowan.

Moody's notes that macroeconomic indicators show only modest signs
of improvement in the global economy that will continue to affect
the base metals industry. However, the deceleration of China's
metal purchases appears to have tapered off, says the rating
agency. China consumes at least 40% of global major base metals
production, making it a dominant driver of demand and prices.

Base metals prices have largely stabilized, but at low ranges.
Moody's expects prices to remain around the levels seen in the
third quarter of 2013, with some volatility from economic news,
higher interest rates, and foreign exchange fluctuations. All of
the major base metals will remain oversupplied for some time,
assuming no supply shocks, says the rating agency.


* ABA Urges Bankr. Courts Be Allowed to Hear Article III Matters
----------------------------------------------------------------
Permitting the bankruptcy courts,, with litigant consent, to
continue to hear and decide matters that are outside their
constitutional power to adjudicate results in no constitutional
harm and has real, practical benefits for the federal court system
and litigants, the American Bar Association argues in its Supreme
Court -- http://is.gd/xDVM79-- amicus brief for Executive
Benefits Insurance Agency v. Arkison.

In its brief, the ABA contends that the civil caseloads of federal
district courts, which are already beset with personnel and
funding shortfalls, would increase significantly if bankruptcy
judges, with litigant consent, were no longer allowed to handle
fraudulent transfer, preference, state-law and similar claims.
Based on data compiled by the ABA, the "real consequences" of
shifting such cases to the U.S. district courts would be "stark,"
the brief states.

According to the ABA's conservative estimates, over the period
from 2009 to 2012, the civil docket for the District of Delaware
would have more than doubled, while the civil docket for the
Southern District of New York would have seen a nearly 18 percent
increase. Civil dockets for district courts representing the
remaining judicial circuits -- in California, Colorado, Florida,
Illinois, Massachusetts, Minnesota, Mississippi, Texas and
Virginia -- would have seen caseload increasses ranging from at
least 4.4 percent to 11 percent.

The brief concludes that when judicial economy and practicality do
not conflict with constitutional principles, bankruptcy litigants
should be able to consent to having a bankruptcy judge handle
matters that the Constitution otherwise reserves for the Article
III courts.

The brief is available at http://is.gd/xDVM79

With nearly 400,000 members, the American Bar Association is one
of the largest voluntary professional membership organizations in
the world. As the national voice of the legal profession, the ABA
works to improve the administration of justice, promotes programs
that assist lawyers and judges in their work, accredits law
schools, provides continuing legal education, and works to build
public understanding around the world of the importance of the
rule of law.


* Four Senior Professionals Join A&M's Valuation Services Practice
------------------------------------------------------------------
Global professional services firm Alvarez & Marsal (A&M) on
Nov. 15 disclosed that Nausheer Allibhoy, Robert Corso, Michael
Halliwell and William Snyder have joined the firm's Valuation
Services practice as Managing Directors in Los Angeles, New York,
Atlanta and Washington, D.C., respectively.

"Asset valuation is critical to the success of a range of business
transactions but often difficult to measure accurately," said
John O'Neill, national practice leader of A&M Valuation Services.
"This complexity has spurred us to increase the breadth of skills
A&M offers.  Nausheer, Bob, Michael and Bill bring a depth of
expertise that will further enhance our proven perspective on the
technical, business, regulatory and accounting nuances that
underpin valuation."

Mr. Allibhoy comes to A&M from SingerLewak LLP where he led the
valuation advisory practice.  Earlier, he was a managing director
in the Los Angeles office of Duff & Phelps.  Mr. Allibhoy brings
20 years of experience advising clients regarding valuations
related to mergers and acquisitions, strategic alternatives,
restructuring, dispute resolutions, tax planning and financial
reporting.  He specializes in the valuation of business interests
including equity and debt securities, complex financial
instruments, intellectual property and other intangible assets.
Mr. Allibhoy earned his MBA from the University of Southern
California's Marshall School of Business and a bachelor of science
degree in business administration from California State
University, Northridge.  He holds a Chartered Financial Analyst
(CFA) designation from the CFA Institute.

Mr. Corso brings broad experience which includes roles at
investment bank Houlihan Lokey, and Arthur Andersen.  He has
strong functional skills in the areas of mergers and acquisitions,
financial management, restructuring, and valuation.  Mr. Corso's
experience includes the structuring and sale of a $1 billion
distressed loan portfolio and serving as liquidating trustee of a
$300 million co-investment fund.  He earned a bachelor's degree,
graduating cum laude, in business and accounting from Fairfield
University.  Mr. Corso is also a Certified Public Accountant,

Mr. Halliwell joins A&M from Taylor Consulting Group, Inc. and
brings a strong focus on management advisory services related to
mergers and acquisitions, restructuring, business enterprise and
intangible asset valuations and strategic management consulting.
For most of his career, he has specialized in the information
technology, healthcare, life sciences and communication industries
and previously served as the head of KPMG's regional valuation
services information, communication and entertainment practice.
Mr. Halliwell began his financial career at Merrill Lynch and
Company, Inc. as a currency trader.  He earned a bachelor's degree
in finance from Auburn University and a master's degree in
business administration from Emory University.  Mr. Halliwell is
an Accredited Senior Appraiser (ASA) and a member of the American
Society of Appraisers.

Mr. Snyder joins A&M after spending eight years in China where he
led the Shanghai office for Duff & Phelps.  He brings nearly 20
years of experience in the financial and economic analysis of
cross-border business transactions, complex financial securities
and derivative instruments, intangible assets and intellectual
property across both the U.S. and Asia.  Mr. Snyder is a former
member of the White House staff with the Office of Science and
Technology Policy (OSTP).  He earned a master of arts degree in
economics from Georgetown University and an M.A. in science,
technology and public policy from George Washington University.
He also earned a bachelor of science degree in biomedical
engineering and electrical engineering from the University of
Southern California.

            About Alvarez & Marsal Valuation Services

A&M Valuation Services -- http://www.alvarezandmarsal.com--
brings together senior financial, accounting, transactional and
operating professionals to deliver the firm's objective
independent advice to clients in need of world-class services.
The firm's professionals help clients address challenging
financial and tax reporting, litigation, restructuring and
bankruptcy, and M&A advisory needs.  This is accomplished within a
consultative framework dedicated to a deep understanding of the
technical, business, regulatory and accounting issues that
underpin valuation. Our client base spans individuals, private and
public companies, governments, private equity funds and other
investors.


* Howard Morris Joins MoFo as Restructuring Group Head in London
----------------------------------------------------------------
Morrison & Foerster on Nov. 18 disclosed that Howard Morris will
join the firm's London office as head of the Business
Restructuring & Insolvency Group in London.  He joins MoFo from
Dentons.  Mr. Morris has extensive experience in restructuring and
insolvency matters as well as a strong background in banking and
finance.

Morrison & Foerster is a preeminent global player in restructuring
and insolvency.  The firm has advised on a number of high-profile
recent cases, including representing Residential Capital, LLC, one
of the largest real estate finance companies in the world, as the
debtor in the biggest chapter 11 case of 2012.  In addition, the
group represented the chapter 11 trustee for MF Global in the
largest chapter 11 case of 2011.  MoFo was also instrumental in
rewriting Iceland's insolvency law through its representation of
the Resolution Committee of Landsbanki Islands hf.  Chambers USA
named Morrison & Foerster "Bankruptcy Firm of the Year" for 2013
and Law360 named the group "Bankruptcy Group of the Year" for
2012.

The addition of Mr. Morris comes at a time of accelerated growth
for Morrison & Foerster in Europe and follows the opening of an
office in Berlin earlier this month.

Gary Lee, chair of Morrison & Foerster's Business Restructuring &
Insolvency Group, said, "The growth of our Business Restructuring
& Insolvency Group is a key component of MoFo's strategic
development.  The addition of Howard comes at a crucial time with
significant levels of corporate debt still to be restructured
across the UK and more widely in Europe.  His experience and track
record make him the ideal individual to head this group in London.
Distressed investors are increasingly looking for opportunities in
Europe and this appointment demonstrates our continued commitment
to our clients in this area."

Mr. Morris' practice will focus on cross-border and pan-European
transactions and insolvency proceedings.

Trevor James, managing partner of Morrison & Foerster's London
office, said, "Howard is a superb addition to the firm in London
and his arrival gives a significant boost to our global
restructuring capabilities.  We are delighted that he has decided
to join us as he is a fine lawyer with a well-deserved
reputation."

Mr. Morris added, "Morrison & Foerster's terrific global
reputation, coupled with the global scale of its market leading
restructuring and insolvency practice, make the firm the obvious
choice for me.  The firm has a collegial culture, first-class
lawyers and a fabulous global client base."

Mr. Morris joined Dentons' legacy firm Denton Hall in 1991 and, in
addition to his core practice, held a number of senior positions
during his time with the firm.  Notably he played a lead
integration and client development role following the merger
between Denton Wilde Sapte LLP and U.S.-based Sonnenschein Nath &
Rosenthal LLP in September 2010.  Prior to joining Dentons, Mr.
Morris worked at Allen & Overy and practiced as a barrister for
more than six years.  He graduated from Queen Mary College,
University of London in 1978, qualified as a barrister in 1979 and
as a solicitor in 1990.

                    About Morrison & Foerster

Morrison & Foerster -- http://www.mofo.com-- is a global firm.
With more than 1,000 lawyers in 17 offices in key technology and
financial centers in the United States, Europe and Asia, the firm
advises the world's leading financial institutions, investment
banks and technology, telecommunications, life sciences and
Fortune 100 companies.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                              Total
                                             Share-      Total
                                   Total   Holders'    Working
                                  Assets     Equity    Capital
  Company          Ticker           ($MM)      ($MM)      ($MM)
  -------          ------         ------   --------    -------
ABSOLUTE SOFTWRE   ALSWF US        129.8      (11.3)     (10.7)
ABSOLUTE SOFTWRE   ABT CN          129.8      (11.3)     (10.7)
ABSOLUTE SOFTWRE   OU1 GR          129.8      (11.3)     (10.7)
ACCELERON PHARMA   XLRN US          48.4      (19.9)       6.2
ACCELERON PHARMA   0A3 GR           48.4      (19.9)       6.2
ADVANCED EMISSIO   ADES US         106.4      (46.1)     (15.3)
ADVANCED EMISSIO   OXQ1 GR         106.4      (46.1)     (15.3)
ADVENT SOFTWARE    AXQ GR          454.9     (133.8)     (83.4)
ADVENT SOFTWARE    ADVS US         454.9     (133.8)     (83.4)
AIR CANADA-CL A    AIDIF US      9,481.0   (3,056.0)     105.0
AIR CANADA-CL A    AC/A CN       9,481.0   (3,056.0)     105.0
AIR CANADA-CL A    ADH GR        9,481.0   (3,056.0)     105.0
AIR CANADA-CL A    ADH TH        9,481.0   (3,056.0)     105.0
AIR CANADA-CL B    ADH1 TH       9,481.0   (3,056.0)     105.0
AIR CANADA-CL B    ADH1 GR       9,481.0   (3,056.0)     105.0
AIR CANADA-CL B    AC/B CN       9,481.0   (3,056.0)     105.0
AIR CANADA-CL B    AIDEF US      9,481.0   (3,056.0)     105.0
AK STEEL HLDG      AK2 GR        3,766.4     (211.8)     394.9
AK STEEL HLDG      AK2 TH        3,766.4     (211.8)     394.9
AK STEEL HLDG      AKS US        3,766.4     (211.8)     394.9
AK STEEL HLDG      AKS* MM       3,766.4     (211.8)     394.9
ALLIANCE HEALTHC   AIQ US          528.2     (131.1)      64.8
AMC NETWORKS-A     AMCX US       2,524.8     (611.9)     790.3
AMC NETWORKS-A     9AC GR        2,524.8     (611.9)     790.3
AMER AXLE & MFG    AXL US        3,008.7     (101.6)     345.2
AMER AXLE & MFG    AYA GR        3,008.7     (101.6)     345.2
AMR CORP           AAMRQ* MM    26,780.0   (7,922.0)     143.0
AMR CORP           AAMRQ US     26,780.0   (7,922.0)     143.0
AMR CORP           ACP GR       26,780.0   (7,922.0)     143.0
AMYLIN PHARMACEU   AMLN US       1,998.7      (42.4)     263.0
ANACOR PHARMACEU   ANAC US          44.9       (7.3)      17.0
ANACOR PHARMACEU   44A TH           44.9       (7.3)      17.0
ANACOR PHARMACEU   44A GR           44.9       (7.3)      17.0
ANGIE'S LIST INC   ANGI US         109.7      (23.0)     (24.2)
ANGIE'S LIST INC   8AL TH          109.7      (23.0)     (24.2)
ANGIE'S LIST INC   8AL GR          109.7      (23.0)     (24.2)
ARRAY BIOPHARMA    ARRY US         152.6      (13.2)      82.3
ARRAY BIOPHARMA    AR2 TH          152.6      (13.2)      82.3
ARRAY BIOPHARMA    AR2 GR          152.6      (13.2)      82.3
AUTOZONE INC       AZO US        6,892.1   (1,687.3)  (1,680.7)
AUTOZONE INC       AZ5 TH        6,892.1   (1,687.3)  (1,680.7)
AUTOZONE INC       AZ5 GR        6,892.1   (1,687.3)  (1,680.7)
BARRACUDA NETWOR   CUDA US         236.2      (90.1)     (66.5)
BARRACUDA NETWOR   7BM GR          236.2      (90.1)     (66.5)
BENEFITFOCUS INC   BNFT US          54.8      (43.9)      (3.6)
BENEFITFOCUS INC   BTF GR           54.8      (43.9)      (3.6)
BERRY PLASTICS G   BERY US       5,045.0     (251.0)     550.0
BERRY PLASTICS G   BP0 GR        5,045.0     (251.0)     550.0
BOSTON PIZZA R-U   BPZZF US        156.7     (108.0)      (4.2)
BOSTON PIZZA R-U   BPF-U CN        156.7     (108.0)      (4.2)
BRP INC/CA-SUB V   DOO CN        1,768.0     (496.6)     (21.8)
BRP INC/CA-SUB V   B15A GR       1,768.0     (496.6)     (21.8)
BRP INC/CA-SUB V   BRPIF US      1,768.0     (496.6)     (21.8)
BURLINGTON STORE   BUI GR        2,594.2     (421.3)     139.7
BURLINGTON STORE   BURL US       2,594.2     (421.3)     139.7
CABLEVISION SY-A   CVC US        7,588.1   (5,565.5)     (14.0)
CABLEVISION SY-A   CVY GR        7,588.1   (5,565.5)     (14.0)
CAESARS ENTERTAI   C08 GR       26,096.4   (1,496.8)     626.7
CAESARS ENTERTAI   CZR US       26,096.4   (1,496.8)     626.7
CAPMARK FINANCIA   CPMK US      20,085.1     (933.1)       -
CC MEDIA-A         CCMO US      15,231.2   (8,370.8)     786.9
CENTENNIAL COMM    CYCL US       1,480.9     (925.9)     (52.1)
CENVEO INC         CVO US        1,186.2     (503.8)     164.1
CHOICE HOTELS      CZH GR          555.7     (484.7)      79.2
CHOICE HOTELS      CHH US          555.7     (484.7)      79.2
CIENA CORP         CIEN TE       1,727.4      (83.2)     763.4
CIENA CORP         CIE1 TH       1,727.4      (83.2)     763.4
CIENA CORP         CIE1 GR       1,727.4      (83.2)     763.4
CIENA CORP         CIEN US       1,727.4      (83.2)     763.4
CINCINNATI BELL    CBB US        2,551.7     (687.2)    (147.2)
COMVERSE INC       CNSI US         844.8       (9.4)      (6.1)
COMVERSE INC       CM1 GR          844.8       (9.4)      (6.1)
DIAMOND RESORTS    D0M GR        1,073.5      (81.3)     682.4
DIAMOND RESORTS    DRII US       1,073.5      (81.3)     682.4
DIRECTV            DTV CI       20,588.0   (6,208.0)    (300.0)
DIRECTV            DIG1 GR      20,588.0   (6,208.0)    (300.0)
DIRECTV            DTV US       20,588.0   (6,208.0)    (300.0)
DOMINO'S PIZZA     EZV GR          468.5   (1,322.2)      76.9
DOMINO'S PIZZA     EZV TH          468.5   (1,322.2)      76.9
DOMINO'S PIZZA     DPZ US          468.5   (1,322.2)      76.9
DUN & BRADSTREET   DNB US        1,849.9   (1,206.3)    (128.9)
DUN & BRADSTREET   DB5 GR        1,849.9   (1,206.3)    (128.9)
DUN & BRADSTREET   DB5 TH        1,849.9   (1,206.3)    (128.9)
DYAX CORP          DYAX US          70.6      (38.8)      41.0
DYAX CORP          DY8 GR           70.6      (38.8)      41.0
EASTMAN KODAK CO   KODN GR       3,815.0   (3,153.0)    (785.0)
EASTMAN KODAK CO   KODK US       3,815.0   (3,153.0)    (785.0)
ENTRAVISION CO-A   EV9 GR          455.7       (5.6)      78.1
ENTRAVISION CO-A   EVC US          455.7       (5.6)      78.1
EVERYWARE GLOBAL   EVRY US         356.6      (53.9)     142.5
FAIRPOINT COMMUN   FRP US        1,592.6     (406.7)      30.0
FERRELLGAS-LP      FGP US        1,356.0      (86.6)     (21.3)
FERRELLGAS-LP      FEG GR        1,356.0      (86.6)     (21.3)
FIFTH & PACIFIC    LIZ GR          846.2     (213.7)     (64.6)
FIFTH & PACIFIC    FNP US          846.2     (213.7)     (64.6)
FOREST OIL CORP    FST US        1,909.3      (63.1)    (148.3)
FOREST OIL CORP    FOL GR        1,909.3      (63.1)    (148.3)
FREESCALE SEMICO   FSL US        3,819.0   (4,526.0)   1,239.0
FREESCALE SEMICO   1FS GR        3,819.0   (4,526.0)   1,239.0
FREESCALE SEMICO   1FS TH        3,819.0   (4,526.0)   1,239.0
GENCORP INC        GCY GR        1,750.4     (142.6)     111.1
GENCORP INC        GY US         1,750.4     (142.6)     111.1
GENCORP INC        GCY TH        1,750.4     (142.6)     111.1
GLG PARTNERS INC   GLG US          400.0     (285.6)     156.9
GLG PARTNERS-UTS   GLG/U US        400.0     (285.6)     156.9
GLOBAL BRASS & C   BRSS US         576.5      (37.0)     286.9
GLOBAL BRASS & C   6GB GR          576.5      (37.0)     286.9
GOLD RESERVE INC   GRZ CN           23.7       (0.1)     (17.3)
GOLD RESERVE INC   GDRZF US         23.7       (0.1)     (17.3)
GRAHAM PACKAGING   GRM US        2,947.5     (520.8)     298.5
HALOZYME THERAPE   HALOZ GR        110.1       (3.5)      63.2
HALOZYME THERAPE   HALO US         110.1       (3.5)      63.2
HCA HOLDINGS INC   2BH TH       28,393.0   (7,044.0)   2,352.0
HCA HOLDINGS INC   2BH GR       28,393.0   (7,044.0)   2,352.0
HCA HOLDINGS INC   HCA US       28,393.0   (7,044.0)   2,352.0
HD SUPPLY HOLDIN   5HD GR        6,587.0     (753.0)   1,281.0
HD SUPPLY HOLDIN   HDS US        6,587.0     (753.0)   1,281.0
HOVNANIAN ENT-A    HO3 GR        1,664.1     (467.2)     950.2
HOVNANIAN ENT-A    HOV US        1,664.1     (467.2)     950.2
HOVNANIAN ENT-B    HOVVB US      1,664.1     (467.2)     950.2
HUGHES TELEMATIC   HUTC US         110.2     (101.6)    (113.8)
HUGHES TELEMATIC   HUTCU US        110.2     (101.6)    (113.8)
IMMUNE PHARMACEU   EPCTSEK EU        1.0      (16.2)      (8.9)
IMMUNE PHARMACEU   IMNP SS           1.0      (16.2)      (8.9)
IMMUNE PHARMACEU   IMNP BY           1.0      (16.2)      (8.9)
IMMUNE PHARMACEU   IMNP TQ           1.0      (16.2)      (8.9)
INFOR US INC       LWSN US       6,202.6     (476.4)    (417.5)
INSYS THERAPEUTI   INSY US          22.2      (63.5)     (70.0)
INSYS THERAPEUTI   NPR1 GR          22.2      (63.5)     (70.0)
IPCS INC           IPCS US         559.2      (33.0)      72.1
ISTA PHARMACEUTI   ISTA US         124.7      (64.8)       2.2
JUST ENERGY GROU   1JE GR        1,533.5     (359.8)    (281.4)
JUST ENERGY GROU   JE US         1,533.5     (359.8)    (281.4)
JUST ENERGY GROU   JE CN         1,533.5     (359.8)    (281.4)
L BRANDS INC       LTD GR        6,072.0     (861.0)     613.0
L BRANDS INC       LTD TH        6,072.0     (861.0)     613.0
L BRANDS INC       LTD US        6,072.0     (861.0)     613.0
LDR HOLDING CORP   LDRH US          78.7       (0.6)       9.6
LEE ENTERPRISES    LEE US          989.0     (102.6)     (11.9)
LORILLARD INC      LO US         3,555.0   (2,042.0)   1,297.0
LORILLARD INC      LLV TH        3,555.0   (2,042.0)   1,297.0
LORILLARD INC      LLV GR        3,555.0   (2,042.0)   1,297.0
MACROGENICS INC    M55 GR           42.2      (10.9)       9.9
MACROGENICS INC    MGNX US          42.2      (10.9)       9.9
MANNKIND CORP      NNF1 GR         287.6     (167.7)    (138.5)
MANNKIND CORP      MNKD US         287.6     (167.7)    (138.5)
MANNKIND CORP      NNF1 TH         287.6     (167.7)    (138.5)
MARRIOTT INTL-A    MAQ GR        6,480.0   (1,409.0)    (776.0)
MARRIOTT INTL-A    MAR US        6,480.0   (1,409.0)    (776.0)
MARRIOTT INTL-A    MAQ TH        6,480.0   (1,409.0)    (776.0)
MARRONE BIO INNO   MBII US          25.6      (47.8)     (12.8)
MDC PARTNERS-A     MDZ/A CN      1,365.7      (40.1)    (211.1)
MDC PARTNERS-A     MD7A GR       1,365.7      (40.1)    (211.1)
MDC PARTNERS-A     MDCA US       1,365.7      (40.1)    (211.1)
MEDIA GENERAL      MEG US          749.9     (217.2)      36.8
MERITOR INC        MTOR US       2,570.0     (822.0)     338.0
MERITOR INC        AID1 GR       2,570.0     (822.0)     338.0
MONEYGRAM INTERN   MGI US        4,923.2     (116.3)      49.2
MORGANS HOTEL GR   M1U GR          580.7     (163.7)       9.9
MORGANS HOTEL GR   MHGC US         580.7     (163.7)       9.9
MPG OFFICE TRUST   MPG US        1,280.0     (437.3)       -
NANOSTRING TECHN   NSTG US          30.5       (2.0)      10.9
NATIONAL CINEMED   XWM GR          982.5     (217.5)     139.1
NATIONAL CINEMED   NCMI US         982.5     (217.5)     139.1
NAVISTAR INTL      IHR GR        8,241.0   (3,933.0)   1,329.0
NAVISTAR INTL      IHR TH        8,241.0   (3,933.0)   1,329.0
NAVISTAR INTL      NAV US        8,241.0   (3,933.0)   1,329.0
NEKTAR THERAPEUT   NKTR US         383.0      (50.3)     127.0
NEKTAR THERAPEUT   ITH GR          383.0      (50.3)     127.0
NORCRAFT COS INC   6NC GR          265.0       (6.1)      47.7
NORCRAFT COS INC   NCFT US         265.0       (6.1)      47.7
NORTHWEST BIO      NWBO US           2.4      (16.2)     (16.3)
NYMOX PHARMACEUT   NY2 TH            1.4       (6.9)      (2.7)
NYMOX PHARMACEUT   NY2 GR            1.4       (6.9)      (2.7)
NYMOX PHARMACEUT   NYMX US           1.4       (6.9)      (2.7)
OCI PARTNERS LP    OCIP US         438.9     (122.9)      72.2
OMEROS CORP        3O8 GR           12.0      (23.9)      (1.6)
OMEROS CORP        OMER US          12.0      (23.9)      (1.6)
OMTHERA PHARMACE   OMTH US          18.3       (8.5)     (12.0)
OPHTHTECH CORP     OPHT US          40.2       (7.3)      34.3
OPHTHTECH CORP     O2T GR           40.2       (7.3)      34.3
PALM INC           PALM US       1,007.2       (6.2)     141.7
PHILIP MORRIS IN   PM1 TE       36,795.0   (5,908.0)      (2.0)
PHILIP MORRIS IN   PM FP        36,795.0   (5,908.0)      (2.0)
PHILIP MORRIS IN   PM US        36,795.0   (5,908.0)      (2.0)
PHILIP MORRIS IN   4I1 TH       36,795.0   (5,908.0)      (2.0)
PHILIP MORRIS IN   PMI SW       36,795.0   (5,908.0)      (2.0)
PHILIP MORRIS IN   PM1EUR EU    36,795.0   (5,908.0)      (2.0)
PHILIP MORRIS IN   PM1CHF EU    36,795.0   (5,908.0)      (2.0)
PHILIP MORRIS IN   4I1 GR       36,795.0   (5,908.0)      (2.0)
PLAYBOY ENTERP-A   PLA/A US        165.8      (54.4)     (16.9)
PLAYBOY ENTERP-B   PLA US          165.8      (54.4)     (16.9)
PLY GEM HOLDINGS   PG6 GR        1,088.3      (37.7)     212.1
PLY GEM HOLDINGS   PGEM US       1,088.3      (37.7)     212.1
PROTALEX INC       PRTX US           2.0       (7.6)      (0.5)
PROTECTION ONE     PONE US         562.9      (61.8)      (7.6)
QUALITY DISTRIBU   QLTY US         465.1      (38.1)      92.3
QUINTILES TRANSN   QTS GR        2,842.0     (712.0)     382.8
QUINTILES TRANSN   Q US          2,842.0     (712.0)     382.8
RE/MAX HOLDINGS    2RM GR          238.1      (23.7)      31.5
RE/MAX HOLDINGS    RMAX US         238.1      (23.7)      31.5
REGAL ENTERTAI-A   RETA GR       2,508.3     (658.5)      54.0
REGAL ENTERTAI-A   RGC US        2,508.3     (658.5)      54.0
RENAISSANCE LEA    RLRN US          57.0      (28.2)     (31.4)
RENTPATH INC       PRM US          208.0      (91.7)       3.6
REVLON INC-A       REV US        1,259.4     (619.8)     192.4
REVLON INC-A       RVL1 GR       1,259.4     (619.8)     192.4
RINGCENTRAL IN-A   3RCA GR          48.5      (20.7)     (22.8)
RINGCENTRAL IN-A   RNG US           48.5      (20.7)     (22.8)
RITE AID CORP      RAD US        7,169.0   (2,317.9)   1,943.6
RITE AID CORP      RTA GR        7,169.0   (2,317.9)   1,943.6
RURAL/METRO CORP   RURL US         303.7      (92.1)      72.4
SALLY BEAUTY HOL   S7V GR        1,925.8     (294.4)     503.5
SALLY BEAUTY HOL   SBH US        1,925.8     (294.4)     503.5
SILVER SPRING NE   9SI TH          513.9      (88.9)      76.3
SILVER SPRING NE   9SI GR          513.9      (88.9)      76.3
SILVER SPRING NE   SSNI US         513.9      (88.9)      76.3
SUNESIS PHARMAC    RYIN TH          50.6       (5.8)      15.3
SUNESIS PHARMAC    RYIN GR          50.6       (5.8)      15.3
SUNESIS PHARMAC    SNSS US          50.6       (5.8)      15.3
SUNGAME CORP       SGMZ US           0.2       (2.0)      (2.0)
SUPERVALU INC      SJ1 GR        4,738.0   (1,031.0)     154.0
SUPERVALU INC      SVU US        4,738.0   (1,031.0)     154.0
SUPERVALU INC      SJ1 TH        4,738.0   (1,031.0)     154.0
TANDEM DIABETES    TNDM US          48.6       (2.8)      13.8
TAUBMAN CENTERS    TU8 GR        3,438.8     (211.5)       -
TAUBMAN CENTERS    TCO US        3,438.8     (211.5)       -
THRESHOLD PHARMA   NZW1 GR         101.0      (17.5)      74.4
THRESHOLD PHARMA   THLD US         101.0      (17.5)      74.4
TOWN SPORTS INTE   T3D GR          408.9      (40.4)      (3.9)
TOWN SPORTS INTE   CLUB US         408.9      (40.4)      (3.9)
TROVAGENE INC-U    TROVU US          9.6       (2.5)       7.1
ULTRA PETROLEUM    UPL US        2,069.0     (376.8)    (243.9)
ULTRA PETROLEUM    UPM GR        2,069.0     (376.8)    (243.9)
UNISYS CORP        UIS1 SW       2,237.7   (1,509.9)     411.6
UNISYS CORP        UISCHF EU     2,237.7   (1,509.9)     411.6
UNISYS CORP        UIS US        2,237.7   (1,509.9)     411.6
UNISYS CORP        UISEUR EU     2,237.7   (1,509.9)     411.6
UNISYS CORP        USY1 GR       2,237.7   (1,509.9)     411.6
UNISYS CORP        USY1 TH       2,237.7   (1,509.9)     411.6
VECTOR GROUP LTD   VGR GR        1,121.0     (192.6)     316.7
VECTOR GROUP LTD   VGR US        1,121.0     (192.6)     316.7
VENOCO INC         VQ US           695.2     (258.7)     (39.2)
VERISIGN INC       VRS TH        2,330.0     (493.8)      97.7
VERISIGN INC       VRS GR        2,330.0     (493.8)      97.7
VERISIGN INC       VRSN US       2,330.0     (493.8)      97.7
VIRGIN MOBILE-A    VM US           307.4     (244.2)    (138.3)
VISKASE COS I      VKSC US         334.7       (3.4)     113.5
WEIGHT WATCHERS    WW6 GR        1,408.2   (1,509.4)     (79.8)
WEIGHT WATCHERS    WTW US        1,408.2   (1,509.4)     (79.8)
WEST CORP          WSTC US       3,480.7     (782.6)     349.0
WEST CORP          WT2 GR        3,480.7     (782.6)     349.0
WESTMORELAND COA   WLB US          939.8     (280.3)       4.1
WESTMORELAND COA   WME GR          939.8     (280.3)       4.1
XERIUM TECHNOLOG   XRM US          600.8      (35.1)     123.8
XOMA CORP          XOMA GR          76.9      (16.9)      46.5
XOMA CORP          XOMA TH          76.9      (16.9)      46.5
XOMA CORP          XOMA US          76.9      (16.9)      46.5


                            *********

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/

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 nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

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.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

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, Ronald C. Sy, 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 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


                  *** End of Transmission ***