TCR_Public/131121.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, November 21, 2013, Vol. 17, No. 323


                            Headlines

1ST FINANCIAL: Posts $476,000 Net Income in Third Quarter
ADAMIS PHARMACEUTICALS: Incurs $32,000 Net Loss in Sept. 30 Qtr.
ADOC HOLDINGS: Gets WARN Settlement Approved
AGFEED INDUSTRIES: Exclusive Periods Extension Approved
ALLEGIANT TRAVEL: Planned Dividend No Effect on Moody's Ba3 CFR

ALLIED DEFENSE: Net Assets in Liquidation at $43MM as of Sept. 30
ALLIED IRISH: Trading Performance Improved in 3rd Quarter
ALVARION LTD: Gets NASDAQ Listing Non-Compliance Notification
AMERICAN AIRLINES: Reports October 2013 Revenue, Traffic Results
AMERICAN APPAREL: Credit Rating Cut to Caa2 By Moody's

AMERICAN MEDIA: Incurs $2.8 Million Net Loss in Sept. 30 Qtr.
AMES DEPARTMENT STORES: Plan Finally Declared Effective
ANDALAY SOLAR: Incurs $1.3 Million Net Loss in Third Quarter
ANACOR PHARMACEUTICALS: Joshua Ruch Held 11.2% Stake at Oct. 24
APPLIED MINERALS: Board Adopts Two Committees

APPVION INC: Prices $250 Million Notes Offering
ARC REALTY: Files Schedules of Assets and Liabilities
ARCHDIOCESE OF MILWAUKEE: Announces Deal With Insurer
ARCHDIOCESE OF MILWAUKEE: Agreement With Jeff Anderson Okayed
ARCHDIOCESE OF MILWAUKEE: Court Approves April-May 2013 Fees

ARVADA STRUCTURES: Case Summary & 5 Unsecured Creditors
BEL VUE TRUST: Voluntary Chapter 11 Case Summary
BIOFUELS POWER: Balance Sheet Upside-Down by $4.7MM at Sept. 30
BIOZONE PHARMACEUTICALS: Has Agreement to Sell Operating Assets
BORGATA: Fitch Rates New $380MM Senior Secured Term Loan at 'B+'

BUFFALO PARK: Plan Outline Okayed; Confirmation Hrg on Jan. 8
C & K MARKET: Files for Bankruptcy Protection
C & K MARKET: Section 341(a) Meeting Scheduled for Jan. 9
C & K MARKET: Case Summary & 20 Largest Unsecured Creditors
CALUMET SPECIALTY: Moody's Affirms 'B1' CFR & 'B2' Notes Rating

CAMP INTERNATIONAL: Moody's Rates New $75MM 1st Lien Debt 'B2'
CANCER GENETICS: Incurs $3.1 Million Net Loss in 3rd Quarter
CATASYS INC: Reports $680,000 Net Income in Third Quarter
CENGAGE LEARNING: Bankruptcy-Exit Plan Draws Fresh Objections
CIELO VINEYARDS: Case Summary & 20 Largest Unsecured Creditors

COMMUNITY SHORES: Posts $124,300 Net Income in Third Quarter
CONSOLIDATED CAPITAL: Incurs $85,000 Net Loss in 3rd Quarter
CONTAINER STORE: Moody's Hikes CFR & Sec. Term Loan Rating to B2
COPYTELE INC: Obtains $3.5 Million in Financing
CORNERSTONE HOMES: Can Employ GAR Associates as Appraiser

CORNERSTONE HOMES: Files Schedules of Assets and Liabilities
CUI GLOBAL: Posts $214,300 Net Income in Third Quarter
CUMULUS MEDIA: Closes Sale of Radio Stations for $238 Million
DAILY REVIEW CAFE: Involuntary Chapter 11 Case Summary
DATAJACK INC: Delays Form 10-Q for Third Quarter

DELL INC: Fitch Assigns 'BB-' IDR & 'B+' Unsecured Debt Rating
DEVONSHIRE PGA: Young Conway Approved as Bankruptcy Counsel
EDENOR SA: Incurs ARS 512.8 Million Net Loss in 3rd Quarter
EDGMONT GOLF: Sec. 341 Creditors' Meeting Set for Dec. 3
ELEPHANT TALK: Amends Second Quarter Form 10-Q

EMPIRE DIE: Cleared to Auction Its Assets Next Month
EMPIRE RESORTS: Stockholders Elect Six Directors
ENERGY XXI: Fitch Affirms 'B+' IDR & Sr. Unsecured Notes Rating
ENVISION SOLAR: Incurs $323,900 Net Loss in Third Quarter
FANNIE MAE: Wellington Partner Diane Nordin Joins Board

FCC HOLDINGS: S&P Puts 'CCC+' Ratings on CreditWatch Negative
FIRST FINANCIAL: Posts $1.2 Million Net Income in 3rd Quarter
FIRST MARINER: Incurs $7.4 Million Net Loss in Third Quarter
FIRST SECURITY: Incurs $1.4 Million Net Loss in Third Quarter
FOREVERGREEN WORLDWIDE: Posts $327,000 Net Income in 3rd Quarter

GALLUP DIOCESE: Blames Sex Abuse Scandals for Woes
GALLUP DIOCESE: List of Top Unsecured Creditors
GALLUP DIOCESE: Seeks to Hire Quarles & Brady as Counsel
GALLUP DIOCESE: Seeks to Hire Walker & Associates as Counsel
GENERAL AUTO: UST Objects to Tonkon Torp Final Fee Application

GGW BRANDS: Reaches IP Deal with Mantra Films Trustee
GLOBAL A&T: Lawyers Say Default Claim Lacks Force and Effect
GLOBALSTAR INC: Incurs $205 Million Net Loss in Third Quarter
GROEB FARMS: Obtains Final Approval of $27-Mil. of DIP Loans
GROEB FARMS: Can Employ Foley & Lardner as Counsel

GROEB FARMS: Can Tap Houlihan as Fin'l Advisor & Investment Banker
GUIDED THERAPEUTICS: Incurs $1.4 Million Net Loss in 3rd Quarter
HOSPITALITY STAFFING: Gets Approval for $7-Mil. DIP Loan
IMH FINANCIAL: Incurs $8.2 Million Net Loss in Third Quarter
INDEPENDENCE TAX II: Incurs $131,000 Net Loss in Sept. 30 Qtr.

INTELSAT JACKSON: S&P Rates Proposed $1.75BB Sr. Sec. Loan 'BB-'
INT'L COMMERCIAL TV: Posts $100,500 Net Income in Third Quarter
IRONSTONE GROUP: Incurs $48,000 Net Loss in Third Quarter
ISTAR FINANCIAL: Moody's Rates $175MM Convertible Notes 'B3'
J.C. PENNEY: Loss Widens as Sales Fall

JEFFERSON COUNTY, AL: Seeks Approval to End Two-Year-Old Ch. 9
JEFFERSON COUNTY, AL: May Create a Template for Struggling Munis
JEFFERSON COUNTY, AL: Raises Rate on Part of $1.8B Bond Sale
KEOWEE FALLS: Chapter 11 Reorganization Case Closed
KEMET CORP: Files with SEC Presentation Materials

KENAN ADVANTAGE: S&P Puts 'B+' CCR on CreditWatch Negative
KID BRANDS: Amends Credit Agreement; Posts $9.5MM Net Loss in Q3
KIWIBOX.COM INC: Delays Form 10-Q for Third Quarter
KRONOS INC: Moody's Affirms 'B2' CFR & 'Ba3' 1st Lien Debt
KSL MEDIA: Creditors' Panel Hires Province as Financial Advisor

LAKE PLEASANT: Settlement Over Entry of Final Decree Okayed
LAKESIDE PROPERTIES: Case Summary & 20 Top Unsecured Creditors
LANDMARK AVIATION: Moody's Rates $85MM 1st Lien Revolver 'B2'
LDK SOLAR: To Release Third Quarter Results on Nov. 26
LIFE CARE: Hires Globic Advisors as Solicitation Agent

LIGHTSQUARED INC: Bid Deadline Delayed Until Nov. 25
LOFINO PROPERTIES: UST, Lender Seek Dismissal of Cases
MACCO PROPERTIES: Dec. 3 Hearing on Case Conversion Bid
MASSROCK INC: Case Summary & 7 Largest Unsecured Creditors
MEDIA GENERAL: Completes Merger with Young Broadcasting

MEDIA GENERAL: Warren E. Buffett Held 5.5% Stake at Nov. 12
MERCANTILE BANCORP: Securities Holders Can Tap Griffin as Advisor
MERCANTILE BANCORP: Committee Can Tap PrinceRidge as Banker
METROPARK USA: Committee Authorized to Pay Blakeley Firm
MICROVISION INC: Incurs $3.6 Million Net Loss in Third Quarter

MOBILESMITH INC: Avy Lugassy Held 59.9% Equity Stake at Nov. 11
MOMENTIVE PERFORMANCE: Incurs $67-Mil. Net Loss in 3rd Quarter
MOMENTIVE SPECIALTY: Incurs $76 Million Net Loss in 3rd Quarter
MOTORCAR PARTS: Posts $2.2 Million Net Income in Third Quarter
MOUNTAIN PROVINCE: Incurs C$8.6 Million Net Loss in 3rd Qtr.

MSD PERFORMANCE: Lenders Withdraw Motion to Terminate Exclusivity
MUSCLEPHARM CORP: To Acquire BioZone's Operating Assets
NESBITT PORTLAND: CRO Asks Court's OK to Sell Hotels for $166-Mil.
NESBITT PORTLAND: CRO Taps Bryan Cave to Assist in Asset Sale
NIRVANIX INC: May Hire Cooley LLP as Corporate Counsel

NIRVANIX INC: Can Employ Cole Schotz as Bankruptcy Counsel
NIRVANIX INC: Files Schedules of Assets and Liabilities
NNN PARKWAY: To Present Plan for Confirmation on Dec. 19
NNN PARKWAY: Hearing on Dismissal Bid Continued to Dec. 11
NNN PARKWAY: Hearing on WBCMT Stay Motion Continued to Dec. 11

NORBORD INC: S&P Assigns 'BB-' Rating to $240MM Secured Notes
NORTEL NETWORKS: Judge Demands a Reckoning of Cash Fight Costs
NYTEX ENERGY: Incurs $495,000 Net Loss in Third Quarter
OCI BEAUMONT: Moody's Reiterates Secured Term Loan 'B1' Rating
OCI BEAUMONT: S&P Lowers Rating on First Lien Secured Loan to 'B'

OHANA GROUP: Krikorian Now Special Counsel on Plan Matters
OMNICOMM SYSTEMS: Posts $1.7 Million Net Income in 3rd Quarter
ONCURE HOLDINGS: Latham & Watkins Withdraws as Counsel of Record
OPPENHEIMER PARTNERS: Wants Court to Administratively Close Case
OVERLAND STORAGE: Incurs $4.6 Million Net Loss in Sept. 30 Qtr.

OVERLAND STORAGE: Cyrus Capital Held 19.9% Stake at Nov. 8
PACIFIC RUBIALES: Fitch to Rate $1.3BB Sr. Unsecured Notes 'BB+'
PACIFIC RUBIALES: Moody's Rates New $1.3BB Senior Notes at 'Ba2'
PATIENT SAFETY: Incurs $527,000 Net Loss in Third Quarter
PATRIOT COAL: Leasing Can Assume Unexpired Lease with BancorpSouth

PATRIOT COAL: Can Assume Equipment Lease With Caterpillar
PATRIOT COAL: Can Assume Unexpired Lease With Nations Fund I
PBJT935927 2008: Case Summary & 4 Unsecured Creditors
PORTER BANCORP: Files Form 10-Q, Had $168,000 Net Loss in Q3
PVA APARTMENTS: Judge Orders Dismissal of Bankruptcy Case

QUALITY HOME: Moody's Puts Caa2 CFR Under Review for Upgrade
QUINTILES TRANSNATIONAL: Moody's Raises Corp. Family Rating to Ba3
RAM OF EASTERN: Wells Fargo Balks at Claim Treatment Under Plan
RESIDENTIAL CAPITAL: Finishing Bankruptcy With Hedge Funds Row
RESIDENTIAL CAPITAL: Faces Off with Hedge Funds at Trial on Plan

RESPONSE BIOMEDICAL: Incurs $2.5 Million Net Loss in 3rd Quarter
RIH ACQUISITIONS: Employs Mercer as Compensation Consultant
RIH ACQUISITIONS: Taps Kurtzman Carson as Claims & Noticing Agent
RIH ACQUISITIONS: Employs Cole Schotz as Bankruptcy Counsel
RTL-WESTCAN LTD: S&P Puts 'B+' CCR on CreditWatch Negative

RURAL/METRO CORP: Wins Tentative Approval of $11.6 Million Accord
SABINE PASS: Moody's Rates New $1-Bil. Senior Secured Notes 'Ba3'
SAN ISIDRO SCHOOL: Fitch Lowers $82MM GO Bonds Rating to 'BB+'
SAND TECHNOLOGY: Shareholders Approve Plan of Arrangement
SANUWAVE HEALTH: Incurs $4.4 Million Net Loss in Third Quarter

SARKIS INVESTMENTS: Wants Plan Exclusivity Until Feb. 27
SB PARTNERS: Delays Q3 Form 10-Q to Complete Audit
SCIENTIFIC LEARNING: Incurs $932,000 Net Loss in 3rd Quarter
SCRUB ISLAND: Case Summary & 26 Largest Unsecured Creditors
SEVEN COUNTIES SERVICES: UST Objects to Deming Malone Hiring

SILVERSUN TECHNOLOGIES: Incurs $82,200 Net Loss in 3rd Quarter
SPEEDEMISSIONS INC: Incurs $74,400 Net Loss in Third Quarter
STANADYNE HOLDINGS: Incurs $2.5 Million Net Loss in 3rd Quarter
STELERA WIRELESS: Plan Filing Exclusivity Extended to February
STOCKTON, CA: Gets Approval for Creditor Vote on Turnaround Plan

STRATUS MEDIA: Delays Form 10-Q for Third Quarter
SURGICAL SPECIALTY: Case Summary & 20 Largest Unsecured Creditors
TANDEM TRANSPORT: Reorganization Plan Confirmed
TARGETED MEDICAL: Incurs $1.7 Million Net Loss in Third Quarter
TERVITA CORP: Moody's Rates $325MM Sr. Unsecured Notes 'Caa2'

THOMAS PROPERTIES: Reports $102.4 Million Net Income in Q3
TIMEGATE STUDIOS: Video-Game Developer Draws Multiple Bids
TITAN PHARMACEUTICALS: Braeburn Invests $5 Million
TRAINOR GLASS: Has Access to Funds Until Jan. 15
TRAINOR GLASS: To Present Plan for Confirmation on Dec. 18

TRANS-LUX CORP: Issues Warrants to Buy 50,000 Shares Warrants
TROPICANA ENTERTAINMENT: Moody's Puts B2 CFR on Review for Upgrade
TRW AUTOMOTIVE: Moody's Raises Corp. Family Rating to 'Ba1'
UNITEK GLOBAL: Incurs $11.3 Million Net Loss in Third Quarter
USA BROADMOOR: Court Confirms Plan With Modifications

VELATEL GLOBAL: Delays Form 10-Q for Third Quarter
VELTI INC: Unsecured Creditors Balk at Auction of U.S. Assets
VIGGLE INC: Registered Users Grow 190%, as Revenues Increase 111%
VISION INDUSTRIES: Executes a Final Contract with South Coast Air
VISION SOLUTIONS: Moody's Affirms 'B2' CFR & 'B1' Term Loan Rating

VPR OPERATING: Committee Asks Court to Convert Cases to Chapter 7
VPR OPERATING: Decision Period on HQ Lease Extended to Dec. 31
VPR OPERATING: Committee Can Retain Newera as Financial Advisors
WALLDESIGN INC: Wants Plan Outline Objections Overruled
WESTERN FUNDING: Hires Hilco Receivables as Backup Servicer

WESTERN FUNDING: Taps Larson & Zirzow as General Counsel
WESTERN FUNDING: Names Lewis Roca as Special Counsel

* Downturn in Nonresidential Construction Eases in Q3, CBI Says
* Fed Target Rate Could Stay Low After Unemployment Drops
* National Credit Default Rates Remain Stable in October 2013
* Retail Sector Credit Health Falls Below National Levels

* Forshey Prostok Listed as Top Small Firm in 2013 Super Lawyers
* Strategic Management Partners Celebrates 25 Years

* Recent Small-Dollar & Individual Chapter 11 Filings


                            *********


1ST FINANCIAL: Posts $476,000 Net Income in Third Quarter
---------------------------------------------------------
1st Financial Services Corporation filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing net income available to common stockholders of $476,000
on $6.01 million of total interest income for the three months
ended Sept. 30, 2013, as compared with a net loss available to
common stockholders of $919,000 on $6.54 million of total interest
income for the same period during the prior year.

For the nine months ended Sept. 30, 2013, the Company reported net
income available to common stockholders of $2.12 million on $17.75
million of total interest income as compared with a net loss
available to common stockholders of $498,000 on $19.51 million of
total interest income for the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $674.65
million in total assets, $664.70 million in total liabilities and
$9.95 million in total stockholders' equity.

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

                       http://is.gd/5XfAJ3

                      About First Financial

Elizabethtown, Kentucky-based First Financial Service Corporation
is the parent bank holding company of First Federal Savings Bank
of Elizabethtown, which was chartered in 1923.  The Bank serves
six contiguous counties encompassing central Kentucky and the
Louisville metropolitan area, through its 17 full-service banking
centers and a commercial private banking center.

In its 2012 Consent Order, the Bank agreed to achieve and maintain
a Tier 1 capital ratio of 9.0 percent and a total risk-based
capital ratio of 12.0 percent by June 30, 2012.

"At December 31, 2012, the Bank's Tier 1 capital ratio was 6.53%
and the total risk-based capital ratio was 12.21%.  We notified
the bank regulatory agencies that one of the two capital ratios
would not be achieved and are continuing our efforts to meet and
maintain the required regulatory capital levels and all of the
other consent order issues for the Bank," the Company said in its
annual report for the year ended Dec. 31, 2012.

First Financial disclosed a net loss attributable to common
shareholders of $9.44 million in 2012, a net loss attributable to
common shareholders of $24.21 million in 2011 and a net loss
attributable to common shareholders of $10.45 million in 2010.
The Company's balance sheet at June 30, 2013, showed $692.08
million in total assets, $673.09 million in total liabilities and
$18.98 million in total stockholders' equity.

Crowe Horwath LLP, in Louisville, Kentucky, said in its report on
the consolidated financial statements for the year ended Dec. 31,
2012, "[T]he Company has recently incurred substantial losses,
largely as a result of elevated provisions for loan losses and
other credit related costs.  In addition, both the Company and its
bank subsidiary, First Federal Savings Bank, are under regulatory
enforcement orders issued by their primary regulators.  First
Federal Savings Bank is not in compliance with its regulatory
enforcement order which requires, among other things, increased
minimum regulatory capital ratios.  First Federal Savings Bank's
continued non-compliance with its regulatory enforcement order may
result in additional adverse regulatory action."


ADAMIS PHARMACEUTICALS: Incurs $32,000 Net Loss in Sept. 30 Qtr.
----------------------------------------------------------------
Adamis Pharmaceuticals Corporation filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $31,995 on $0 of revenue for the three
months ended Sept. 30, 2013, as compared with a net loss of
$857,475 on $0 of revenue for the same period during the prior
year.

For the six months ended Sept. 30, 2013, the Company reported a
net loss of $1.07 million on $0 of revenue as compared with a net
loss of $3.58 million on $0 of revenue for the same peirod last
year.

The Company's balance sheet at Sept. 30, 2013, showed $3.52
million in total assets, $8.45 million in total liabilities and a
$4.93 million total stockholders' deficit.

                        Bankruptcy Warning

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

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

                        http://is.gd/UR7qPQ

                           About Adamis

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

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


ADOC HOLDINGS: Gets WARN Settlement Approved
--------------------------------------------
Law360 reported that a Delaware bankruptcy judge on Nov. 19 gave
the green light to a settlement between defunct electric carmaker
Adoc Holdings, formerly known as Coda Holdings Inc., and employees
suing it for allegedly improper layoffs, this over the objections
of a unit of the debtors private equity buyer Fortress Investment
Group LLC.

According to the report, U.S. Bankruptcy Judge Christopher S.
Sontchi ruled that the settlement was "clearly" in the best
interests of the debtors, especially since he believed the former
employees had what he called a "very strong" U.S. Worker
Adjustment and Retraining Notification Act claim.

                        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: Exclusive Periods Extension Approved
-------------------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court approved
AgFeed Industries' second motion to extend the exclusive period
during which the Company can file a plan of reorganization and
solicit acceptances thereof through and including January 13, 2013
and March 11, 2014, respectively.

As previously reported, "During the four months since the
commencement of the Chapter 11 Cases, the Debtors have devoted
substantially all of their resources to, among other things,
winding down their business operations in an orderly manner,
addressing critical case management issues, and selling the assets
of AgFeed Industries. In addition, the Debtors and their
professionals also focused substantial time and resources on the
USA Sale and Industries Sale. The Debtors believe that, in light
of the progress that they have made in these Chapter 11 Cases over
the past four months, it is reasonable to request additional time
to negotiate and finalize a plan of liquidation. Termination of
the Debtor's Exclusive Periods would adversely impact the Debtors'
efforts to preserve and maximize the value of these estates and
the progress of these Chapter 11 Cases and the balance that
currently exists in negotiations with the Committees and other
constituencies. In effect, if this Court were to deny the Debtors'
request for an extension of the Exclusive Periods, any party in
interest would be free to propose a chapter 11 plan for the
Debtors. Such a ruling fosters a chaotic environment with no
central focus and cause substantial, if not irreparable, harm to
the Debtors' efforts to preserve and maximize the value of their
estates."

                      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.


ALLEGIANT TRAVEL: Planned Dividend No Effect on Moody's Ba3 CFR
---------------------------------------------------------------
Moody's says that the combination of the planned special dividend
and over $75 million of share repurchases so far in 2013 is credit
negative but has no affect on Allegiant's Ba3 Corporate Family
rating because of the company's strong liquidity and supportive
credit metrics.

Allegiant Travel Company, headquartered in Las Vegas, Nevada, is
focused on linking travelers in small cities to world-class
leisure destinations. Through its subsidiary, Allegiant Air, the
company operates a low-cost, high-efficiency, all-jet passenger
airline, and offers other travel-related products such as hotel
rooms, rental cars, and attraction tickets through its website,
allegiant.com.


ALLIED DEFENSE: Net Assets in Liquidation at $43MM as of Sept. 30
-----------------------------------------------------------------
The Allied Defense Group, Inc., posted to its web site a letter to
its stockholders updating Allied's progress in implementing its
plan of dissolution.  The letter includes Allied's compiled
financial statements (unaudited) for the third quarter of 2013.
As set forth in the stockholder letter, Allied expects to make an
initial distribution to its stockholders by mid-December 2013 in
the range of $5.00 to $5.10 per share.

As of Sept. 30, 2013, the net assets of the Company on a
liquidation basis were $43.025 million, a decrease of $.0231
million since June 30, 2013.  The net assets in liquidation per
share at Sept. 30, 2013 was $5.22.

The decrease in net assets during the September quarter was
principally the result of (i) costs the Company expects to incur
in the first 8 months of 2014 and (ii) reduced earnings on the
Company's investments.

A copy of the Stockholder Letter is available for free at:

                         http://is.gd/31r4fs

                Plan of Dissolution and Liquidation

On June 24, 2010, the Company signed a definitive purchase and
sale agreement with Chemring Group PLC pursuant to which Chemring
agreed to acquire substantially all of the assets of the Company
for $59,560 in cash and the assumption of certain liabilities.  On
Sept. 1, 2010, the Company completed the asset sale to Chemring
contemplated by the Agreement.  Pursuant to the Agreement,
Chemring acquired all of the capital stock of Mecar for
approximately $45,810 in cash, and separately Chemring acquired
substantially all of the assets of Mecar USA for $13,750 in cash
and the assumption by Chemring of certain specified liabilities of
Mecar USA.  A portion of the purchase price was paid through the
repayment of certain intercompany indebtedness owed to the Company
that would otherwise have been cancelled at closing.  $15,000 of
the proceeds of the sale was deposited into escrow to secure the
Company's indemnification obligations under the Agreement.

In conjunction with the Agreement, the Board of Directors of the
Company unanimously approved the dissolution of the Company
pursuant to a Plan of Complete Liquidation and Dissolution.  The
Company's stockholders approved the Plan of Dissolution on
Sept. 30, 2010.  In response to concerns of certain of the
Company's stockholders, the Company agreed to delay the filing of
a certificate of dissolution with the Delaware Secretary of State.
The Company filed a certificate of dissolution with the Delaware
Secretary of State on Aug. 31, 2011.  In connection with this
filing, the Company's stock transfer agent has ceased recording
transfers of the Company's stock and the Company's stock is no
longer publicly traded.

                    About The Allied Defense Group

The Allied Defense Group, Inc., based in Baltimore, Maryland,
previously conducted a multinational defense business focused on
the manufacture and sale of ammunition and ammunition related
products for use by the U.S. and foreign governments.  Allied's
business was conducted by two wholly owned subsidiaries: MECAR
sprl, formerly MECAR S.A., and ADG Sub USA, Inc., formerly MECAR
USA, Inc.


ALLIED IRISH: Trading Performance Improved in 3rd Quarter
---------------------------------------------------------
Allied Irish Banks, p.l.c., issued an Interim Management Statement
on Nov. 14, 2013.

Trading & Funding Update

The bank's trading performance in Quarter 3 to end September 2013
continued to improve in line with expectations with ongoing
progress made in implementing the bank's strategic objectives and
continued momentum in the bank's operating profile.  Overall
operating income benefited from positive expansion in Net Interest
Margin (NIM) due to ongoing strategic actions to re-price assets
and liabilities and the reduction in Eligible Liabilities
Guarantee (ELG) costs.  Excluding ELG costs, average NIM for
Quarter 3  2013 was in excess of 1.4 percent and in excess of 1.6
percent excluding ELG and NAMA Senior bonds.  Operating expenses,
including staff costs, have reduced due to management's focus on
and control of the cost agenda.  The bank's voluntary severance
programme is ongoing.

Growth in customer account balances to 30 September 2013 coupled
with a reduction in gross and net loans resulted in a loan to
deposit ratio of c.104 percent at end September 2013 (106 percent
at 30 June 2013).  Additionally, on 24 September, AIB announced
the completion of its EUR20.5bn non-core deleveraging plan ahead
of schedule and with a positive capital variance versus original
capital loss assumptions.  AIB remains committed to supporting the
Irish economy through lending to personal, business and corporate
customers and the bank will continue to seek opportunities to use
available capital to increase lending activity. While the rate of
loan redemptions continues to exceed new lending drawdowns, the
Bank notes increasing levels of activity in respect of new credit
demand.

Overall levels of wholesale funding have reduced from 30 June 2013
and reliance on funding from Monetary Authorities decreased to c.
?16bn at end September 2013 (?18bn at 30 June 2013).  AIB has
continued its balanced and structured approach to engagement with
wholesale funding markets in 2013 and has successfully completed
three issuances in the year to date including a EUR500m 5-year
Asset Covered Security issuance in September 2013 and a ?500m 2-
year Credit Card securitisation in October 2013.

Asset Quality

There are signs of stabilisation in the credit quality of the
bank's loan portfolios with the pace of new impairments slowing
significantly year on year.  The pace of new impairments in the
mortgage portfolios slowed in Quarter 3 2013 and the rate of
increase in total mortgage arrears was down significantly versus
the first six months of 2013.  Overall impairment charges on the
bank's loan portfolios are trending lower in line with
expectations.

AIB continues to meet its targets in relation to the resolution of
both SME and mortgage customers in arrears which is a key
immediate priority for the bank and ongoing progress has been made
in relation to offering solutions to customers in financial
difficulty who are engaging with the bank.

The Central Bank of Ireland is currently conducting an Asset
Quality Review and Balance Sheet Assessment of the credit
institutions covered under the ELG, including AIB.  This review
comprises an assessment of impairment provisions, credit modelling
including forbearance treatment and a review of Risk Weighted
Assets.  It is expected that this exercise will continue during
the fourth quarter of 2013.

Capital

AIB's capital ratios remain broadly in line with 30 June 2013
levels, significantly above the minimum regulatory requirements.

Budget implications and EU restructuring plan

Following the recent announcements as part of the Irish budget in
October 2013, AIB initially estimates a charge of c. ?60m per
annum will arise during 2014, 2015 and 2016 as a result of the
introduction of an annual banking levy.  In relation to the
proposal to alter the tax provision which currently restricts the
use of Irish tax losses carried forward by NAMA banks, the bank
notes that this change will facilitate a faster utilisation of
current deferred tax levels.

Finally, discussions with the European Commission in relation to
the final approval of AIB?s Restructuring Plan are now at an
advanced stage.

This release is available on the Company's
Web site www.aibgroup.com/investorrelations.

                      About Allied Irish Banks

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

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

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

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

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

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

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


ALVARION LTD: Gets NASDAQ Listing Non-Compliance Notification
-------------------------------------------------------------
Alvarion Ltd. (in receivership) on Nov. 19 disclosed that it
received a notice from The NASDAQ Stock Market advising the
Company that its closing bid price has been less $1.00 per
ordinary share for 30 consecutive business days and that it
therefore does not satisfy NASDAQ's minimum bid requirement of
$1.00 per share necessary for continued listing on The NASDAQ
Capital Market.  The NASDAQ letter has no immediate effect on the
listing of the Company's ordinary shares.

The Company has been provided 180 calendar days, or until May 12,
2014, to regain compliance with the minimum bid price requirement.
To regain compliance, the closing bid price of the Company's
ordinary shares must be at least $1.00 per share for a minimum 10
consecutive business days.

NASDAQ previously granted the Company's request for continued
listing on The NASDAQ Capital Market through January 13, 2014.  In
order to remain listed, on or before January 13, 2014, the Company
must emerge from bankruptcy proceedings in Israel and demonstrate
compliance with all applicable requirements for initial listing on
The NASDAQ Capital Market, including a stock price of at least
$3.00 per share.  In the event the Company does not satisfy these
terms by January 13, 2014, the NASDAQ Listing Qualifications Panel
will issue a final determination to delist the Company's shares
from NASDAQ.

                         About Alvarion

With headquarters in Tel Aviv, Israel, Alvarion Ltd. provides
optimized wireless broadband solutions addressing the
connectivity, coverage and capacity challenges of telecom
operators, smart cities, security, and enterprise customers.

The Company reported a net loss of $55.9 million on $49.9 million
of revenue in 2012, compared with a net loss of $33.8 million on
$69.5 million of revenue in 2011.

In July 2013, Alvarion said it has agreed to the appointment of a
receiver and won't contest an attempt by Silicon Valley Bank to
secure a winding up order from theDistrict Court of Tel-Aviv -
Yaffo.

Mr. Yoav Kfir, CPA, has been named as the company's receiver.

The District Court of Tel Aviv -- Yaffo's on July 21, 2013,
approved an operating plan to allow the normal business operation
of the company.


AMERICAN AIRLINES: Reports October 2013 Revenue, Traffic Results
----------------------------------------------------------------
AMR Corporation reported October 2013 consolidated revenue and
traffic results for its principal subsidiary, American Airlines,
Inc., and its wholly owned subsidiary, AMR Eagle Holding
Corporation.

October's consolidated passenger revenue per available seat mile
(PRASM) increased an estimated 6.6 percent versus the same period
last year.  This result was impacted by the government shutdown,
which led to a reduction of approximately $20 million in revenue
and 1.1 percentage points in PRASM.  Separately, the year-over-
year PRASM comparison was aided by 2.7 percentage points from
reduced revenues in October 2012 associated with operational
disruptions that impacted bookings last year.

Consolidated capacity and traffic were 4.3 percent and 4.4 percent
higher year-over-year, respectively, resulting in a consolidated
load factor of 82.4 percent, 0.1 points above the same period last
year.

Domestic traffic was 3.5 percent higher year-over-year on 3.9
percent more capacity, resulting in a domestic load factor of 83.6
percent, 0.3 points lower compared to the same period last year.

International load factor of 82.0 percent was 0.7 points higher
year-over-year, as traffic increased 5.0 percent on 4.1 percent
more capacity. The Atlantic entity recorded the highest load
factor of 86.5 percent, an increase of 3.7 points versus October
2012.

On a consolidated basis, the company boarded 9.2 million
passengers in October.

                      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.

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

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

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

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

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

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

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

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 APPAREL: Credit Rating Cut to Caa2 By Moody's
------------------------------------------------------
Michael Bathon, substituting for Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reports that American Apparel Inc.
had its corporate family rating cut one level to Caa2 by Moody's
Investors Service. The clothing retailer's probability of default
was also lowered one level and the outlook is negative.

According to the report, the retailer has a significantly weaker
liquidity profile following its announcement of an amendment with
lenders of its asset-backed loan to waive certain financial
covenants, Moody's said. The company expects that it won't be in
compliance with the covenants through at least the fiscal third
quarter of 2014, yet hasn't obtained waivers for these periods,
according to the ratings firm.

"Future waivers to financial maintenance covenants will be needed
to avoid an event of default under the company's existing debt
agreements," Moody's said in a statement on Nov. 19.

The Los Angeles-based company has also incurred "significant
costs" from the transition to a new distribution center, which
contributed to its earnings before interest, taxes, depreciation
and amortization falling by about $10 million in the fiscal
quarter ended Sept. 30, according to the statement.


AMERICAN MEDIA: Incurs $2.8 Million Net Loss in Sept. 30 Qtr.
-------------------------------------------------------------
American Media, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
attributable to the Company of $2.79 million on $90.60 million of
total operating revenues for the three months ended Sept. 30,
2013, as compared with a net loss attributable to the Company of
$2.74 million on $89.88 million of total operating revenues for
the same period a year ago.

For the six months ended Sept. 30, 2013, the Company reported a
net loss attributable to the Company of $2.02 million on $180.99
million of total operating revenues as compared with a net loss
attributable to the Company of $3.99 million on $177.11 million of
total operating revenues for the same period during the prior
year.

The Company's balance sheet at Sept. 30, 2013, showed $589.68
million in total assets, $665.27 million in total liabilities,
$4.07 million in redeemable noncontrolling interest, and a $79.66
million total stockholders' deficit.

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

                        http://is.gd/L4XOTW

                       About American Media

Based in New York, American Media, Inc., publishes celebrity
journalism and health and fitness magazines in the U.S.  These
include Star, Shape, Men's Fitness, Fit Pregnancy, Natural Health,
and The National Enquirer.  In addition to print properties, AMI
manages 14 different Web sites.  The company also owns
Distribution Services, Inc., the country's #1 in-store magazine
merchandising company.

American Media, Inc., and 15 units, including American Media
Operations, Inc., filed for Chapter 11 protection in Manhattan
(Bankr. S.D.N.Y. Case No. 10-16140) on Nov. 17, 2010, with a
prepackaged plan.  The Debtors emerged from Chapter 11
reorganization in December 2010, handing ownership to former
bondholders.  The new owners include hedge funds Avenue Capital
Group and Angelo Gordon & Co.

American Media incurred a net loss of $55.54 million on $348.52
million of total operating revenues for the fiscal year ended
March 31, 2013, as compared with net income of $22.29 million on
$386.61 million of total operating revenues for the fiscal year
ended March 31, 2012.

                           *     *     *

As reported by the TCR on Jan. 22, 2013, Standard & Poor's Ratings
Services lowered its corporate credit rating on Boca Raton, Fla.-
based American Media Inc. to 'CCC+ ' from 'B-'.

"The downgrade conveys our expectation that continued declines in
circulation and advertising revenues will outweigh the company's
cost reductions, resulting in deteriorating operating performance,
rising debt leverage, and thinning discretionary cash flow," said
Standard & Poor's credit analyst


AMES DEPARTMENT STORES: Plan Finally Declared Effective
-------------------------------------------------------
BankruptcyData reported that Ames Department Stores' Third Amended
Chapter 11 Plan became effective, and the Company emerged from
Chapter 11 protection.  The Court confirmed the Plan on
October 29, 2013.

According to the documents filed with the Court, "Upon the
Effective Date, the Debtors shall be liquidated in accordance with
the Plan and applicable law, and the Debtors' operations shall
become the responsibility of the Plan Administrator, who shall
thereafter have responsibility for the management, control, and
operation of the Debtors and who may use, acquire, and dispose of
property free and clear of any restrictions of the Bankruptcy Code
or Bankruptcy Rules, in each instance in consultation with the
Plan Committee.  The Plan Administrator shall act as the Debtors'
liquidating agent and shall be authorized and obligated, as such,
to take any and all actions necessary or appropriate to implement
the Plan or wind down the Debtors, in each instance in
consultation with the Plan Committee."

                  About Ames Department Stores

Rocky Hill, Connecticut-based Ames Department Stores was founded
in 1958.  At its peak, Ames operated 700 stores in 20 states,
including the Northeast, Upper South, Midwest and the District of
Columbia.  In April 1990, Ames filed for bankruptcy protection
under Chapter 11 of the U.S. Bankruptcy Code.  In Ames I, the
retailer closed 370 stores and emerged from chapter 11 on Dec. 30,
1992.

Ames filed a second bankruptcy petition under Chapter 11 (Bankr.
S.D.N.Y. Case No. 01-42217) on Aug. 20, 2001.  Togut, Segal
& Segal LLP; Weil, Gotshal & Manges; and Storch Amini Munves PC;
Cadwalader, Wickersham & Taft LLP.  When the Company filed for
protection from their creditors, they reported $1,901,573,000 in
assets and $1,558,410,000 in liabilities.  The Company closed all
of its 327 department stores in 2002.


ANDALAY SOLAR: Incurs $1.3 Million Net Loss in Third Quarter
------------------------------------------------------------
Andalay Solar, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
attributable to common stockholders of $1.33 million on $156,630
of net revenue for three months ended Sept. 30, 2013, as compared
with a net loss attributable to common stockholders of $2.31
million on $838,446 of net revenue for the same period during the
prior year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss attributable to common stockholders of $3.23 million on
$367,870 of net revenue as compared with a net loss attributable
to common stockholders of $7.40 million on $4.46 million of net
revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $3.34
million in total assets, $6.24 million in total liabilities,
$180,468 in series A convertible redeemable preferred stock, $1.02
million in series D convertible preferred stock, and a $4.11
million total stockholders' deficit.

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

                        http://is.gd/riIHsD

                        About Andalay Solar

Founded in 2001, Andalay Solar, Inc., is a provider of innovative
solar power systems.  In 2007, the Company pioneered the concept
of integrating the racking, wiring and grounding directly into the
solar panel.  This revolutionary solar panel, branded "Andalay",
quickly won industry acclaim.  In 2009, the Company again broke
new ground with the first integrated AC solar panel, reducing the
number of components for a rooftop solar installation by
approximately 80 percent and lowering labor costs by approximately
50 percent.  This AC panel, which won the 2009 Popular Mechanics
Breakthrough Award, has become the industry's most widely
installed AC solar panel.  A new generation of products named
"Instant Connect" was introduced in 2012 and is expected to
achieve even greater market acceptance.

Burr Pilger Mayer, Inc., in San Francisco, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012, citing significant
operating losses and negative cash flow from operations that raise
substantial doubt about its ability to continue as a going
concern.

Westinghouse Solar disclosed a net loss of $8.62 million on
$5.22 million of net revenue in 2012, as compared with a net loss
of $4.63 million on $11.42 million of net revenue in 2011.


ANACOR PHARMACEUTICALS: Joshua Ruch Held 11.2% Stake at Oct. 24
---------------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Joshua Ruch and his affiliates disclosed that
as of Oct. 24, 2013, they beneficially owned 4,535,404 shares of
common stock of Anacor Pharmaceuticals, Inc., representing 11.2
percent of the shares outstanding.  A copy of the regulatory
filing is available for free at http://is.gd/J0hdzM

                     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.

As of Sept. 30, 2013, the Company had $44.88 million in total
assets, $27.92 million in notes payable and a $12.22 million total
stockholders deficit.


APPLIED MINERALS: Board Adopts Two Committees
---------------------------------------------
The Board of Directors of Applied Minerals, Inc., established two
committees of the Board: an Audit Committee and a Nominating
Committee.

The Board appointed three independent directors, John Levy, Evan
Stone, and Mario Concha, to each committee.  The Board appointed
Mr. Levy as Chairman of the Audit Committee and Mr. Concha as
Chairman of the Nominating Committee.

The Board also adopted charters for each committee.

                       About Applied Minerals

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

The Company reported a net loss attributable to the Company of
$7.48 million in 2011, a net loss attributable to the Company of
$4.76 million in 2010, and a net loss attributable to the Company
of $6.76 million in 2009.

The Company's balance sheet at March 31, 2013, showed
$10.52 million in total assets, $2.75 million in total
liabilities, and $7.77 million in total stockholders' equity.

                           Going Concern

The Company has incurred material recurring losses from
operations.  At March 31, 2012, the Company had a total
accumulated deficit of approximately $43,084,500.  For the three
months ended March 31, 2012, and 2011, the Company sustained net
losses from exploration stage before discontinued operations of
approximately $4,056,700 and $1,695,100, respectively.  The
Company said that these factors indicate that it may be unable to
continue as a going concern for a reasonable period of time.  The
Company's continuation as a going concern is contingent upon its
ability to generate revenue and cash flow to meet its obligations
on a timely basis and management's ability to raise financing or
dispose of certain non-core assets as required.  If successful,
this will mitigate the factors that raise substantial doubt about
the Company's ability to continue as a going concern.

                         Bankruptcy Warning

At Dec. 31, 2011, and 2010, the Company had accumulated deficits
of $39,183,632 and $31,543,411, respectively, in addition to
limited cash and unprofitable operations.  For the year ended
Dec. 31, 2011, and 2010, the Company sustained net losses before
discontinued operations of $7,476,864 and $4,891,525,
respectively.  As of March 15, 2012, the Company has not
commercialized the Dragon Mine and has had to rely on cash flow
generated from the sale of stock and convertible debt to fund its
operations.  If the Company is unable to fund its operations
through the commercialization of the Dragon Mine, the sale of
equity or debt or a combination of both, it may have to file
bankruptcy.


APPVION INC: Prices $250 Million Notes Offering
-----------------------------------------------
Appvion, Inc., formerly Appleton Papers Inc., priced its offering
of $250 million aggregate principal amount of Second Lien Senior
Secured Notes due 2020 in a private offering exempt from the
registration requirements under the Securities Act of 1933, as
amended.  The Notes will be sold to investors at a price of 98.501
percent of the principal amount thereof and will bear interest at
a rate equal to 9.000 percent per annum.  The closing of the
offering is expected to take place on Nov. 19, 2013.

Appvion intends to use the net proceeds from the offering of the
Notes to redeem all of its outstanding 9 3?4 Percent Senior
Subordinated Notes due 2014 and 11.25 Percent Second Lien Notes
due 2015, and to pay the redemption premium with respect to the
11.25 Percent Notes, to pay accrued and unpaid interest on the
Existing Notes, if any, on the redemption date and to pay fees and
expenses related to the redemption of the Existing Notes and the
offering of the Notes.  Any remaining net proceeds will be used to
repay amounts outstanding under Appvion's revolving credit
facility.  Contemporaneously with the closing of the offering of
the Notes, Appvion will deposit the redemption price for the
Existing Notes with the Trustees under the respective indentures
for the 9 3?4 Percent Notes and 11.25 Percent Notes, in order to
satisfy and discharge those indentures and release the collateral
securing the 11.25 Percent Notes.

The Notes will be jointly and severally guaranteed by Appvion's
parent, Paperweight Development Corp. and certain of Appvion?s
subsidiaries.  The Notes will be secured by a second priority lien
on substantially all of Appvion's assets, and the Guarantees will
be secured by a second priority lien on substantially all of the
assets of the guarantors.

                        About Appvion, Inc.

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

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

                           *     *     *

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

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


ARC REALTY: Files Schedules of Assets and Liabilities
-----------------------------------------------------
Arc Realty Ventures, LLC filed with the Bankruptcy Court for the
District of New Jersey its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $12,500,000
  B. Personal Property            $3,800,000
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $9,849,908
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $20,477
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                         $159,659
                                 -----------      -----------
        TOTAL                    $16,300,000      $10,030,046

Warren, New Jersey-based Arc Realty Ventures, LLC, sought
protection under Chapter 11 of the Bankruptcy Code on Oct. 31,
2013 (Case No. 13-33862, Bankr. D.N.J.).  The case is assigned to
Judge Christine M. Gravelle.  The Debtor is represented by Eduardo
J. Glas, Esq., at McCarter & English, in Newark, New Jersey.

The Debtor estimated assets of $10 million to $50 million and
liabilities of $1 million to $10 million.  The petition was signed
by Murty Azzarapu, manager.


ARCHDIOCESE OF MILWAUKEE: Announces Deal With Insurer
-----------------------------------------------------
The Archdiocese of Milwaukee has reached a deal with a group of
insurers, a move that could speed resolution of the church's
bankruptcy case.

London Market Insurers, including Lloyd's of London, has agreed
to pay the archdiocese an unspecified sum to settle a lawsuit
over its liability for sex abuse claims filed against the church,
according to a report by Milwaukee Journal Sentinel.

Under the terms of the agreement still to be finalized, London
Market Insurers would effectively "buy back" policies they sold
to the archdiocese in return for a release of liability for any
current or future claims, the report said.

Those general liability insurance policies could cost the
insurers hundreds of millions of dollars if they were ruled
enforceable, according to victims' attorneys.

Church spokesman Jerry Topczewski said the settlement amount
would be spelled out in the archdiocese's forthcoming plan of
reorganization.  He said he did not know when the plan would be
filed.

Settlement talks are continuing with a second carrier, Stonewall
Insurance, according to the report.

                  About Archdiocese of Milwaukee

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

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

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

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

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

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


ARCHDIOCESE OF MILWAUKEE: Agreement With Jeff Anderson Okayed
-------------------------------------------------------------
Judge Susan Kelley approved an agreement between the Archdiocese
of Milwaukee and Jeff Anderson & Associates PA, which extended
the time for the firm to file a disclosure required by Rule 2019
of the Federal Rules of Bankruptcy Procedure.

Rule 2019 requires groups or entities representing multiple
creditors to file a verified disclosure.

The archdiocese previously asked the bankruptcy judge to force
Jeff Anderson to file a disclosure, saying the lack of
transparency prevents it from evaluating the positions taken by
the firm concerning its bankruptcy plan.

The official committee of unsecured creditors questioned the
motive of the archdiocese, saying it asked for disclosure from
Jeff Anderson only now since it is already preparing its own
restructuring plan without any participation from the committee
or the firm.


ARCHDIOCESE OF MILWAUKEE: Court Approves April-May 2013 Fees
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Wisconsin
approved the application of The Law Offices of Paul A. Richler
for payment of fees totaling $8,880, which it earned during the
period April 1 to May 31, 2013.

The bankruptcy court also approved all fees and expenses
Pachulski Stang Ziehl & Jones LLP incurred during the period
April 1 to May 31, 2013 in the amount of $214,163; and during the
period June 1 to August 31, 2013 in the amount of $175,767.

In a related development, Howard Solochek & Weber, S.C., local
counsel for the official committee of unsecured creditors, filed
an application for approval of fees totaling $23,530.

The firm earned those fees during the period August 1 to
October 31, 2013, according to the application.

                  About Archdiocese of Milwaukee

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

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

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

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

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

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


ARVADA STRUCTURES: Case Summary & 5 Unsecured Creditors
-------------------------------------------------------
Debtor: Arvada Structures, LLC
        3691 Lenawee Avenue
        Los Angeles, CA 90016

Case No.: 13-29222

Chapter 11 Petition Date: November 19, 2013

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Hon. Howard R Tallman

Debtor's Counsel: Jeffrey S. Brinen, Esq.
                  303 E. 17th Ave., Ste. 500
                  Denver, CO 80203
                  Tel: 303-832-2400
                  Email: jsb@kutnerlaw.com

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The petition was signed by Halston Mikail, manager.

List of Debtor's five Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Alger Company, Inc.               Business Debt       $1,748,450
China Venture
8690 National Blvd
Culver City, CA90232

Trimax Construction Corp.        Business Debt         $165,931

W.E. O'Neil Construction Co.     Business Debt         $140,000

Zakariale & Zakariale            Business Debt          $31,000

Westwood Structures              Business Debt          $13,000


BEL VUE TRUST: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Bel Vue Trust
        33515 Rancho California Road
        Temecula, CA 92591

Case No.: 13-28851

Chapter 11 Petition Date: November 19, 2013

Court: United States Bankruptcy Court
       Central District Of California (Riverside)

Judge: Hon. Deborah J. Saltzman

Debtor's Counsel: Stuart J Wald, Esq.
                  36154 Coffee Tree Pl
                  Murrieta, CA 92562
                  Tel: 310-429-3354
                  Email: tertiaryaccount@yahoo.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Mike Janko, Trust Officer/VP of
Trustee.

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


BIOFUELS POWER: Balance Sheet Upside-Down by $4.7MM at Sept. 30
---------------------------------------------------------------
Biofuels Power Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $462,988 on $0 of sales for the nine months ended
Sept. 30, 2013, as compared with a net loss of $919,615 on $0 of
sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $1.21
million in total assets, $5.91 million in total liabilities and a
$4.70 million total stockholders' deficit.

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

                         http://is.gd/8tPfcL

                           Biofuels Power

Humble, Tex.-based Biofuels Power Corporation is a distributed
energy company that is pioneering the use of biodiesel to fuel
small electric generating facilities that are located in close
proximity to end-users.  BPC's first power plant is currently
located near Houston, Texas in the city of Oak Ridge North.

Biofuels Power disclosed net income of $342,456 on $0 of revenue
for the year ended Dec. 31, 2012, as compared with a net loss of
$1.28 million on $0 of revenue during the prior year.

Clay Thomas, P.C., in Houston, 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 significant losses and will require
additional capital to develop its business until the Company
either (1) achieves a level of revenues adequate to generate
sufficient cash flows from operations; or (2) obtains additional
financing necessary to support its working capital requirements.
These conditions raise substantial doubt about the Company's
ability to continue as a going concern.


BIOZONE PHARMACEUTICALS: Has Agreement to Sell Operating Assets
---------------------------------------------------------------
Biozone Pharmaceuticals, Inc., Biozone Laboratories, Inc., Baker
Cummins Corp., Brian Keller, MusclePharm Corporation and Biozone
Laboratories, Inc. ("Acquisition Co."), a newly formed subsidiary
of Musclepharm, entered into an Asset Purchase Agreement
on Nov. 12, 2013.  The Agreement provides that Acquisition Co.
will acquire substantially all of the operating assets of Biozone
including the QuSomes, HyperSorb and EquaSomes drug delivery
technologies (excluding certain assets including cash on hand) for
1,200,000 shares of Musclepharm's common stock.  Of the 1,200,000
shares being issued under the Agreement, (i) 600,000 of the shares
will be issued to the Company upon closing and (ii) 600,000 of the
shares will be placed in escrow for nine months from the date of
closing.  During the Escrow Period, Musclepharm will have the
option to purchase the Escrowed Shares at $10.00 per share in
cash.  The Escrowed Shares will also back-stop potential
indemnification claims that Acquisition Co. may have under the
Agreement.

The Agreement contains representations, warranties, covenants and
termination rights that are customary for a transaction of this
type.  The closing of the Agreement is subject to several closing
conditions including the Company receiving shareholder approval,
Musclepharm's receipt of a fairness opinion, Mr. Brian Keller, the
Company's president and chief scientific officer, entering into a
new two-year Employment Agreement with Musclepharm and other
customary closing conditions.

A copy of the Asset Purchase Agreement is available for free at:

                        http://is.gd/A6ybYO

                        Delays Q3 Form 10-Q

The Company notified the U.S. Securities and Exchange Commission
that it will be delayed in filing its quarterly report for the
period ended Sept. 30, 2013.  The Company has been engaged in
negotiating a significant transaction that has required
significant attention from the chief executive officer/chief
financial officer.

The Company expects to report (i) gross profit of $1,109,821 for
the third quarter 2013 compared to $1,906,226 for the third
quarter 2012, and (ii) a net loss from continuing operations of
$6,058,242 for the third quarter 2013 compared to $122,540 for the
third quarter 2012.

                   About Biozone Pharmaceuticals

Biozone Pharmaceuticals, Inc., formerly, International Surf
Resorts, Inc., was incorporated under the laws of the State of
Nevada on Dec. 4, 2006, to operate as an internet-based provider
of international surf resorts, camps and guided surf tours.  The
Company proposed to engage in the business of vacation real estate
and rentals related to its surf business and it owns the Web site
isurfresorts.com.  During late February 2011, the Company began to
explore alternatives to its original business plan.  On Feb. 22,
2011, the prior officers and directors resigned from their
positions and the Company appointed a new President, Director,
principal accounting officer and treasurer and began to pursue
opportunities in medical and pharmaceutical technologies and
products.  On March 1, 2011, the Company changed its name to
Biozone Pharmaceuticals, Inc.

Since March 2011, the Company has been engaged primarily in
seeking opportunities related to its intention to engage in
medical and pharmaceutical businesses.  On May 16, 2011, the
Company acquired substantially all of the assets and assumed all
of the liabilities of Aero Pharmaceuticals, Inc., pursuant to an
Asset Purchase Agreement dated as of that date.  Aero manufactures
markets and distributes a line of dermatological products under
the trade name of Baker Cummins Dermatologicals.

On June 30, 2011, the Company acquired the Biozone Labs Group
which operates as a developer, manufacturer, and marketer of over-
the-counter drugs and preparations, cosmetics, and nutritional
supplements on behalf of health care product marketing companies
and national retailers.

Biozone incurred a net loss of $7.96 million in 2012, as compared
with a net loss of $5.45 million in 2011.  The Company's balance
sheet at June 30, 2013, showed $7.70 million in total assets,
$13.00 million in total liabilities and a $5.30 million total
shareholders' deficiency.

Paritz and Company. P.A., in Hackensack, 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 incurred operating losses for
its last two fiscal years, has a working capital deficiency of
$5,255,220, and an accumulated deficit of $14,128,079.  These
factors, among others, raise substantial doubt about the Company's
ability to continue as a going concern.


BORGATA: Fitch Rates New $380MM Senior Secured Term Loan at 'B+'
----------------------------------------------------------------
Fitch Ratings assigns a 'B+/RR2' rating to Marina District Finance
Company's (Borgata) proposed $380 million senior secured term loan
B. Fitch also affirms Borgata's Issuer Default Rating (IDR) at
'B-' and revises the Rating Outlook to Positive from Stable. All
other ratings are affirmed.

The proceeds from the new term loan issuance will be used to
redeem $358 million outstanding in Borgata's 9.5% senior secured
notes due 2015 and pay related transaction costs. The term loan
will be coterminous with the remaining senior secured notes, which
mature August 2018. The term loan will be pari passu to the notes
but junior in payment priority to Borgata's $60 million revolver.

The term loan is expected to have a 50% excess cash flow sweep and
will require Borgata to use any settlement proceeds from the tax
appeal to repay the term loan (repayment provisions will be
subject to Borgata meeting certain leverage thresholds). The term
loan is not expected to have financial covenants but will benefit
from the revolver's minimum EBITDA covenant now set at $110
million. The revolver matures in February 2018.

Fitch forecasts annual interest savings from the refinancing in
the range of $10 million to $15 million, although for every 25
basis points rise in the short-term interest rate, annual interest
cost increases by about $1 million. This sensitivity to short-term
rates may offset some of the interest savings over-time. Fitch
believes that the interest rate risk is largely offset by the
excess cash sweep provision in the loan, which was absent for the
notes being refinanced.

Rating Drivers:

The revision of the Outlook to Positive reflects the interest cost
savings and the improved maturity profile that will result from
the refinancing of the 9.5% notes; Borgata's improved performance
in the third-quarter 2013; and the more benign competitive
landscape with New York gaming expansion largely being limited to
upstate New York and Long Island and Wynn Resorts pulling its bid
for a Philadelphia license. Fitch may upgrade Borgata's IDR to 'B'
if the improvement in operating trends is sustained over the next
two to four quarters and if leverage declines to about 6x. The
court's decision reducing Borgata's assessed value being upheld
would also be viewed positively when considering an upgrade.

Fitch will also monitor developments surrounding online gaming
which is expected to be launched in New Jersey later this month.
Although Fitch believes that online gaming will be generally
accretive to the Atlantic City based casino operators, questions
remain as to how the profits will be shared amongst various
participants (e.g. JV sponsors, technology and content suppliers,
etc.) and to what extent, if any, online gaming will cannibalize
land-based operations.

The 'B-' IDR continues to take into account Borgata's leading
position in the Atlantic City market and healthy FCF cushion,
which will expand with this refinancing.

Although the Atlantic City market continues to come under pressure
from regional competition and lackluster economy, Borgata's
performance has been stabilizing. The property's state reported
gross revenues increased on a year-over-year basis in the past
four out of six months ending October and EBITDA increased in the
third-quarter 2013 for the first time since the first-quarter
2012. Borgata has maintained greater than 20% market share in
Atlantic City in spite of Revel entering the market in early 2012
and has performed better relative to its peers with the LTM gross
revenues being down 0.5% through October relative to the market's
6.8% decline (includes the effect from Sandy).

The Atlantic City market still faces competitive headwinds, but
there were no new major openings in the surrounding jurisdictions
since late 2011 when Resorts World opened in Queens, NY. Fitch
does not anticipate any new openings of full scale casinos until
late 2016/early 2017 at the earliest when there could be one
additional casino opening in Philadelphia and two casinos opening
in the Catskills. The New York expansion bill also permits two
video lottery terminal (VLT) facilities in Long Island that can
potentially open before that.

The potential for a gaming expansion in New York was a major
overhang for the Atlantic City market since there was potential
for full scale casinos in New York's five boroughs. The bill that
was approved by the voters this month permits full scale casinos
in upstate New York only. The law permits four casinos initially
and three more after seven years. Fitch expects the effect on
Borgata from these casinos plus the Long Island VLTs to be
manageable.

Fitch calculates Borgata's run rate FCF at approximately $30
million to $45 million. The FCF range incorporates run-rate EBITDA
of $125 million, which takes into account management's guidance
for the fourth quarter 2013. The EBITDA range does not incorporate
the potential for reduced property tax since the court's ruling is
being appealed. If the ruling holds, annual savings could be
approximately $30 million per year based on the ruling's assessed
value and the prevailing property tax rates.

Fitch's estimated FCF run-rate range also assumes $60 million -
$70 million in interest expense and $20 million - $25 million of
maintenance capital expenditures. Fitch believes that the launch
of online gaming, which can occur later this year, will be
accretive to the FCF profile although likely not immediately given
the heavy amount of upfront investment needed.

Rating Relationship with Boyd and MGM

Fitch does not link the IDRs of Borgata and Boyd Gaming (Boyd; 'B'
IDR) although Fitch believes that there is a moderate rating
linkage due to Borgata's online gaming license in the state of New
Jersey. A strong linkage is precluded at this point given that
Boyd only owns a 50% stake in Borgata and the profitability of
online gaming is largely untested under New Jersey's legal
framework. New Jersey's online gaming plans to go live on Nov. 26,
2013.

Before online gaming was passed in New Jersey, Fitch categorized
the rating linkage between Boyd and Borgata as weak. Absent online
gaming, Borgata has little strategic value for Boyd as Borgata is
not included in Boyd's loyalty program and operates in a difficult
operating environment. To the extent Boyd remains a stronger
credit and online gaming remains promising, Borgata credit will
benefit from the 50% ownership by Boyd. The other JV owner is MGM
Resorts International (IDR 'B' with a Positive Outlook). In 2010,
MGM agreed to divest of its share in Borgata due to the state
regulators' concerns over MGM's affiliations in Macau. In February
2013, MGM requested that the New Jersey regulators revisit its
ability to retain its 50% stake in Borgata.

Liquidity and Credit Metrics

Borgata's liquidity pro forma for the refinancing is adequate with
$40.5 million available on its $60 million revolver, no maturities
until 2018 pro forma for the refinancing and FCF in the range of
$30 million - $45 million. For the LTM period ending Sept. 30,
2013, gross leverage and interest coverage are 6.6x and 1.4x,
respectively. Pro forma for the refinancing and adjusting for
Sandy (negatively impacted fourth quarter 2012 by $11 million)
gross leverage is roughly 6.2x and 2.0x, respectively. The credit
profile can improve further if Borgata receives $57 million in
refunds related to 2009 and 2010 tax years the company believes it
is owed based on the recent court ruling. Borgata will also seek
refunds for tax years 2011-2013. Property tax refunds must be used
to repay the term loan as long as leverage is 4.5x or greater.

Transaction Ratings and Recovery

The 'RR2' Recovery Rating (RR) on the term loan and the 9.875%
notes corresponds to an estimated recovery in the 71%-90% range in
an event of a default. The refinancing initially increases senior
secured debt by $28 million; however, Fitch views the presence of
pre-payable debt as a positive for the recovery prospects. Fitch
estimates full recovery for Borgata's $60 million revolver, which
has priority over the term loan and the secured notes.

In the recovery analysis Fitch stresses Borgata's LTM EBITDA by 5%
and applies a 7x EV/EBITDA multiple. A low EBITDA stress reflects
the effect of Sandy on the fourth-quarter 2012 results. Fitch also
assumes full draw on the revolver and 10% for administrative
claims.

Rating Sensitivities:

These factors, individually or combined, may lead to an upgrade of
the IDR to 'B':

-- The improvement in operating trends is sustained over the next
    two-four quarters;

-- The court's decision reducing Borgata's assessed value is
    upheld; and/or

-- Leverage declines to roughly 6x or below.

Long-term the IDR is largely constrained within the mid-'B' range
given the heavy exposure to the Atlantic City market. With online
gaming being legalized, Fitch believes that there is a higher
likelihood that Boyd and/or MGM will support Borgata. However,
Fitch does not expect material rating impact from the increased
strategic linkage given that Boyd's and MGM's IDRs are in the 'B'
category.

With maturities pushed out to 2018 and improving FCF profile,
Borgata now has ample cushion at the 'B-' IDR.

The IDR could be pressured, however, if citywide negative trends
persist and Borgata's operations suffer as result. Fitch would
consider revising the Outlook to Negative if EBITDA starts to
approach $100 million.

Fitch affirms the following ratings:

Marina District Finance Company, Inc. (Borgata)

-- Issuer Default Rating (IDR) at 'B-'; Outlook to Positive;
-- Senior secured revolving credit facility at 'BB-/RR1';
-- Senior secured first-lien notes at 'B+/RR2'.


BUFFALO PARK: Plan Outline Okayed; Confirmation Hrg on Jan. 8
-------------------------------------------------------------
Judge Howard R. Tallman approved Buffalo Park Development's
Amended Disclosure Statement dated Oct. 15, 2013.

The continued hearing on the Amended Disclosure Statement set for
Nov. 20 is vacated.

Accordingly, the Bankruptcy Court will convene a hearing on Jan.
8, 2014 at 1:30 p.m. to consider confirmation of the Plan.
Parties-in-interest have until Dec. 18 this year to file formal
objections to Plan confirmation.

As reported by The Troubled Company Reporter on Nov. 15, 2013,
Buffalo Park intended to proceed with a sale of its water
companies pursuant to 11 U.S.C. Sec. 363 and will not be
proceeding with a plan of reorganization, according to
a court filing by its owners.

Owners of Buffalo Park -- Ronald P. Lewis and Carol J. Lewis --
have filed a Chapter 11 restructuring plan.  The Lewises intend to
restructure their debts and obligations and continue to operate in
the ordinary course of business.  According to the Disclosure
Statement, the rental income from the Lewises' properties and
their disposable income, together with the restructuring of the
mortgages and other secured debts, will generate sufficient funds
to pay on a pro-rata basis a portion of the Lewises' unsecured
debts.

          About Buffalo Park Development Properties

Buffalo Park Development Properties, Inc., filed a Chapter 11
petition (Bankr. D. Colo. Case No. 13-17669) on May 7, 2013.
Ronald P. Lewis signed the petition as owner and CEO.  Buffalo
Park disclosed $20,777,601 assets and $11,294,567 liabilities in
its schedules.  Robert Padjen, Esq., at Laufer and Padjen LLC
serves as counsel to Buffalo Park. Judge Elizabeth E. Brown
presides over the case.

Formed in 1964, Buffalo Park is a real estate development,
construction, management and sales business.  It has developed and
sold numerous subdivisions and currently has several land
developments in progress. Buffalo Park owns and operates community
water companies that require a licensed water works operator and
owns a commercial business center.

Owners of Buffalo Park -- Ronald P. Lewis and Carol J. Lewis --
filed for protection under Chapter 11 of the Bankruptcy Code on
March 21, 2012.  The Lewises have been investing in, developing
and managing real property for over 60 years.

The Bankruptcy Court granted joint administration of the two
estates on July 18, 2013.


C & K MARKET: Files for Bankruptcy Protection
---------------------------------------------
Michael Bathon, substituting for Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reports that C&K Market Inc., a 57
year-old grocery store chain, sought bankruptcy protection from
creditors with a plan to sell or close some of its stores.

According to the report, the company, based in Brookings, Oregon,
listed debt of more than $100 million and assets of less than $50
million in Chapter 11 documents filed on Nov. 19 in U.S.
Bankruptcy Court in Eugene, Oregon.

The family-owned grocery chain was founded in 1956 by Ray Nidiffer
with a single store in Brookings. The company grew to a chain of
60 stores, with 41 in Oregon and 19 in northern California,
according to court documents. The company, which employs more than
2,300 workers, operates stores under the names of Ray's Food
Place, Shop Smart and C&K Market.

The company has "analyzed the performance of each of its stores
and determined, in its business judgment, to sell or close
approximately 21 of its 60 stores," according to court papers.

"Selling or closing about a third of our stores was a difficult,
but necessary, move to ensure our viability," the company said in
a statement on its website.

C&K Market said it was forced to seek bankruptcy protection
because of competition from big-box stores such as Wal-Mart Stores
Inc. and Costco Wholesale Corp. which have expanded into the rural
markets that the grocery chain has traditionally served.

The 20 largest unsecured creditors are owed about $43.2 million,
court papers show. THL Credit Inc. and Endeavour Structured Equity
& Mezzanine Fund I LP are the biggest unsecured creditors, each
with identical claims of about $14.9 million, followed by
Supervalu Inc., owed $5.2 million and Western Boxed Meat Inc. with
a claim of about $2.3 million.

The case is In re C&K Market Inc., 13-bk-64561, U.S. Bankruptcy
Court, District of Oregon (Eugene).


C & K MARKET: Section 341(a) Meeting Scheduled for Jan. 9
---------------------------------------------------------
A meeting of creditors in the bankruptcy case of C & K Market,
Inc., will be held on Jan. 9, 2014, at 10:00 a.m. at USTE1, US
Trustee's Office, Eugene, 405 E 8th, Rm 1900.  Creditors will have
until April 9, 2014, to submit their proofs of claim.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

C & K Market, Inc., filed a Chapter 11 petition (Bank. D. Or. Case
No. 13-64561) on Nov. 19, 2013.  Judge Frank R Alley III presides
over the case.  The Debtor estimated assets of at least $10
million and liabilities of at least $100 million.  The petition
was signed by Edward C. Hostmann, chief restructuring officer.


C & K MARKET: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: C & K Market, Inc.
           dba Ray's Food Place
           dba Shop Smart
           dba Lo Buck$
           dba Bruno's Shop Smart
           dba Sentry Arms Apartment
           dba Mt. Shasta Shopping Center
           dba Green Valley Plaza
           dba Brookings-Harbor Shopping Center
           dba Eagle Point Shopping Center
           dba Bandon Shopping Center
           dba Ray's
           dba Hometown Foods
           dba Rogue Landing Resort
           dba Ray's Express
        615 5th St.
        Brookings, OR 97415

Case No.: 13-64561

Chapter 11 Petition Date: November 19, 2013

Court: United States Bankruptcy Court
       District of Oregon

Judge: Hon. Frank R Alley III

Debtor's Counsel: Timothy J Conway, Esq.
                  888 SW 5th Ave #1600
                  Portland, OR 97204
                  Tel: (503) 802-2027
                  Email: tim.conway@tonkon.com

                     - and -

                  Michael W Fletcher, Esq.
                  888 SW 5th Ave #1600
                  Portland, OR 97204
                  Tel: (503) 802-2169
                  Email: michael.fletcher@tonkon.com

                     - and -
                  Albert N Kennedy, Esq.
                  888 SW 5th Ave #1600
                  Portland, OR 97204
                  Tel: (503) 802-2013
                  Email: al.kennedy@tonkon.com

                     - and -

                  Ava L Schoen, Esq.
                  888 SW 5th Ave #1600
                  Portland, OR 97204
                  Tel: (503) 802-2143
                  Email: ava.schoen@tonkon.com

Estimated Assets: $10 million to $50 million

Estimated Liabilities: $100 million to $500 million

The petition was signed by Edward C. Hostmann, chief restructuring
officer.

List of Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim    Claim Amount
   ------                      ---------------    ------------
THL Credit, Inc.               Subordinated Loan  $14,927,218
c/o Pamela K. Webster
Buchalter Nemer
Los Angeles, CA 90017
213-891-5030

Endeavour Structured Equity    Subordinated Loan  $14,927,218
& Mezzanine Fund I, LP
c/o Pamela K. Webster
1000 Wilshire Blvd. #1500
Los Angeles, CA 90017

Supervalu                      Trade Debt          $5,230,922
101 Jefferson Ave. So
Hopkins, MN 55343

Western Boxed Meat Inc.        Trade Debt          $2,285,931
2401 NE Argule St.
Portland, OR 97211

United Salad Co.               Trade Debt            $876,281
8448 NE 33rd Drive #100
Portland, OR 97211-2163

Tarks, Inc.                    Subordinated Note     $593,073
3752 Colver Rd.
Phoenix, OR 97535

Bigfood Beverages              Trade Debt            $413,756
86776 McVay Hwy.
Eugene, OR 97405

Umpqua Dairy Products          Trade Debt            $390,464
6823 NE 59th Pl.
Portland, OR 97218

VPD IV Inc.                    Trade Debt            $386,624
6051 S. Watt Ave.
Sacramento, CA 95829

J B Hunt                       Trade Debt            $361,507
File #98545
615 J.B. Hunt Corporate Dr.
Lowell, AR 97245

Willamina Foods, LLC           Subordinated Note     $359,690
8630 SW Scholls Ferry Rd.
Beaverton, OR 97008

Reser's Fine Foods Inc.        Trade Debt            $347,512
15570 SW Jenkins Rd
Beaverton, OR 97006

Marc & Charlotte Gould         Subordinated Note     $341,372
5494 Goodrich Hwy.
Oakland, OR 97462

S&J Reed, Inc.                 Subordinated Note     $297,296
210 Pine Gate Way
White City, OR 97503

Coca Cola Bottling Company     Trade Debt            $272,941
15333 SW Sequoia Pkwy.
Portland, OR 97224

Core-Mark Intl                 Trade Debt            $250,256
395 Oyster Point Blvd., #415
South San Francisco, CA
94080

Pacific Power & Light Co.      Trade Debt            $243,612

Komlofske Corp                 Subordinated Debt     $242,008

The New Group Inc.             Trade Debt            $211,004

Nor-Cal Produce Inc.           Trade Debt            $210,324


CALUMET SPECIALTY: Moody's Affirms 'B1' CFR & 'B2' Notes Rating
---------------------------------------------------------------
Moody's Investors Service changed Calumet Specialty Products
Partners, L.P.'s outlook to stable from positive. Simultaneously,
Moody's affirmed Calumet's B1 Corporate Family Rating (CFR), SGL-3
Speculative Grade Liquidity rating (SGL) and B2 senior unsecured
notes rating.

"While Moody's believes Calumet should have positive credit
accretion over the medium term, the likelihood of a ratings
upgrade in 2014 has been diminished as a result of lower than
projected earnings, weak distribution coverage, and increasing
organic capital needs," commented Gretchen French, Moody's Vice
President. "While Calumet's specialty products segment provides
business diversity and an element of earnings stability for the
company, the growing transportation fuel segment has become the
driving force behind the weaker earnings profile."

Issuer: Calumet Specialty Products Partners, L.P.

Ratings Affirmed:

-- Corporate Family Rating, B1

-- Probability of Default Rating, B1-PD

-- B2 (LGD5, 72%) Senior unsecured notes rating

-- Speculative Grade Liquidity rating, SGL-3

-- Rating outlook changed to stable from positive

Ratings Rationale:

The rating outlook change to stable from positive reflects Moody's
expectation that Calumet will not generate credit metrics strong
enough to justify and upgrade in 2014. This largely reflects
continued weak earnings from the company's transportation fuel
business as refining margins have weakened and advantageous mid-
continent crude differentials have been reigned in substantially
due to rail transportation and infrastructure expansion. Calumet's
earnings were further eroded in 2013 due to major turnarounds at
three of its largest refineries at Shreveport, Superior and
Montana. Even the specialty products segment did not remain immune
from weakness, experiencing a $46.7 million gross profit decrease
in the third quarter of 2013 over the prior year quarter.
Nevertheless, Moody's expects margins to strengthen modestly in
2014 combined with the expected lower WTI crude prices and no
major turnarounds scheduled for 2014, Calumet is poised to
experience earnings growth in 2014; however, credit metrics are
likely to remain at or below 2012 levels.

Calumet's B1 CFR reflects the partnership's growing scale, good
operational and geographic diversity, relative stability gained
from its downstream specialty products compared to the pure-play
refiners, and access to advantaged feedstock for its refining
business. Calumet's CFR is constrained by its corporate structure
as a master limited partnership (MLP), which entails sizeable
distributions to unit holders that must increase over time. There
is also event risk (and related financing and integration risk)
from acquisitions which are expected to remain an important part
of Calumet's growth strategy. The rating further reflects
Calumet's increasing exposure to transportation fuels, which are
inherently more volatile and cyclical product lines than its
downstream specialty products.

Calumet's hybrid business profile makes it different from other
high-yield refining and marketing companies, primarily because it
derives a material portion of its gross margin from non-
transportation fuels business (the "specialty products" segment),
which tend to be more stable and grow in line with the broader
economy. Calumet's downstream specialty business has
characteristics similar to some chemical companies who tend to
have a smaller scale and higher leverage than Calumet, but better
margins. This attribute makes Calumet's leverage target of less
than 3.5x appropriate for its ratings profile, whereas this
leverage target would be too high for a pure-play refining and
marketing company. Calumet's business profile also results in
Calumet having access to a broader array of investment
opportunities than companies focused only on refining assets.

Calumet benefits from an experienced management team with a long
track record of operating Calumet as an MLP. Although Calumet it
is not a variable distribution MLP, the management has shown
willingness to monitor its distribution by freezing or even
reducing distributions during the downcycle. Management has set
leverage and distribution coverage targets of 3.5x and 1.2x for
the company. Due to sharp fall in EBITDA in 2013, leverage at
Q32013 stood at 3.9x and distribution coverage fell to about 0.31x
on an LTM basis. Moody's expects that management will not cut
distributions despite having to increase debt to make the
payments. Moreover, as earnings and cash flow improve in 2014,
Moody's expects management to improve financial leverage prior to
increasing distributions. Calumet has earmarked over $500 million
of growth capex opportunities in the next two years with growth
capital expenditure for 2014 estimated at close to $270 million.
Considering the rising leverage, Moody's expects future
acquisitions to be adequately funded by equity. Management does
have a strong record of raising equity. Calumet has raised over
$830 million of equity in the last three years.

The B2 rating on Calumet's senior unsecured notes reflects the
company's B1 CFR and their subordination to an $850 million
secured revolving credit facility, with a borrowing base of $617
million as of September 30, 2013. The revolver is secured by
accounts receivable and inventory. Furthermore, in 2011 Calumet
entered a Collateral Trust Agreement with all of its secured
hedging counterparties, which pledges all of Calumet's assets,
excluding the revolving credit facility collateral (these assets
are primarily comprised of inventory and accounts receivable).
Physical commodity forward contracts secured under the Collateral
Trust Agreement have been limited to $100 million. However, there
is no limit on financially settled commodity hedging instruments.
The notes are unsecured and are contractually subordinate to the
senior secured credit facility and the Collateral Trust Agreement.
The size of the potential senior secured and other structurally
superior claims relative to the unsecured notes results in the
notes being notched one rating beneath the B1 Corporate Family
Rating under Moody's Loss Given Default Methodology.

Calumet's SGL-3 liquidity rating reflects adequate liquidity to
cover all of the partnership's cash expenses including maintenance
capital (approximately $80 million including turnaround
expenditure) and MLP common unit distributions estimated at about
$210 million for year 2014. The cash flows in 2013 are atypical
and driven mainly by large swings in working capital because of
the San Antonio refinery acquisition and an extraordinary level of
environmental and turnaround spending. Normalized maintenance
capital expenditure is expected to be in the $60-$80 million range
going forward.

Calumet had more than $477 million of availability under its
revolving credit facility (maturing in June 2016) as of September
30, 2013. There are no active financial maintenance covenants
associated with Calumet's revolving credit facility. Alternate
liquidity is limited given that substantially all of the
partnership's assets are pledged under the revolving credit
facility and the Collateral Trust Agreement.

The ratings could be upgraded if the partnership continues to grow
its scale while maintaining an appropriate leverage profile
(debt/EBITDA below 3.5x) and distribution coverage in the 1.2x-
1.5x range. The ratings could be downgraded if debt-financed
acquisitions, weak refining margins, protracted refinery outages,
or supply disruptions negatively affect cash generation, resulting
in debt / EBITDA ratio exceeding 4.0x for a sustained period.
Also, the ratings could be downgraded if Calumet adopts a more
aggressive distribution policy.

Calumet Specialty Products Partners, L.P. is a publicly traded
Master Limited Partnership (MLP) headquartered in Indianapolis,
Indiana.


CAMP INTERNATIONAL: Moody's Rates New $75MM 1st Lien Debt 'B2'
--------------------------------------------------------------
Moody's Investors Service, affirmed CAMP International Holding
Company B3 corporate family rating and B3-PD probability of
default rating and assigned a B2 rating to its proposed $75
million add-on first lien debt and Caa2 rating to its proposed
second lien debt facilities. The debt facilities will be used to
refinance existing debt and fund a $99 million distribution to
shareholders. Concurrently, the existing first lien debt ratings
were lowered to B2 from B1 as a result of the additional first
lien debt relative to second lien debt being added to the
company's debt structure. The ratings outlook is stable.

The proposed transaction would result in higher interest expense
resulting from the incremental $105 million of funded debt that
would be incurred post the transaction. Pro forma for the
refinancing, CAMP's $30 million first lien revolving credit
facility is expected to remain undrawn. The B2 rating on the
company's first lien debt reflects its priority claim on the
company's assets. The Caa2 rating on the second lien debt is
reflective of the amount of first lien debt above the second lien
in the company's debt structure. Moody's expects that the bank
debts will be guaranteed by CAMP's existing and any future
significant domestic subsidiaries.

Ratings assigned:

Proposed $75 million first lien term loan due 2019, B2 (LGD-3,
33%)

Proposed $145 million second lien term loan due 2019, Caa2 (LGD-5,
86%)

Ratings affirmed:

Corporate family rating at B3

Probability of default rating at B3-PD

Existing $115 million second lien term loan due 2019, Caa2 (LGD-5,
85%)*

Ratings downgraded:

Existing $30 million first lien revolving credit facility due
2017, B2 (LGD-3, 33%) from B1 (LGD3, 32%)

Existing $252.5 million first lien term loan due 2019, B2 (LGD-3,
33%) from B1 (LGD3, 32%)

The Caa2 rating on CAMP's existing second lien term loan will
remain LGD-5, 85% pending its repayment as a result of the
proposed refinancing.

These ratings have been assigned subject to Moody's review of
final documentation following completion of the proposed
refinancing. Assuming the existing second lien term loan is
repaid, the Caa2 debt instrument rating on the existing second
lien term loan will be withdrawn.

Ratings Rationale:

The affirmation of CAMP's B3 corporate family rating reflects the
company's small revenue scale and elevated leverage for the rating
category. However, it also considers that leverage is not
meaningfully above the peak leverage levels the company reported
in 2012, the year it entered into a leveraged buy-out and used
debt to fund a bolt-on acquisition. Moody's views the proposed
dividend as reflective of an aggressive financial policy, by
adding incremental debt to fund the sizable dividend relative to
the company's revenue scale and free cash flow generation.
Leverage metrics including debt/revenues of over 5.0 times is high
for the rating category both with respect to the aerospace/defense
and software sectors. The ratings also reflect integration risk
from the company's acquisitive business strategy.

Partially counterbalancing the aforementioned factors are the
stability provided by the company's subscription based business,
interest coverage of over 1.0 times and positive free cash flow
generation that more comfortably position the company in the B3
rating category. CAMP has attained a good business position as a
provider of business aircraft maintenance tracking services, which
supports the CFR. The ratings consider the company's market
position within its niche with reportedly over 80% of new business
jet deliveries delivered with CAMP systems, high customer renewal
rates and strong incremental EBITDA margins. The less cyclical
nature of the company's business relative to the business jet
industry has also been considered. The ratings incorporate the
expectation that the company will de-leverage over the next twelve
to eighteen months, primarily through EBITDA growth and mandatory
debt amortization. A long-term constraint to the ratings is the
company's elevated leverage for the rating category and the
willingness to incur debt to fund dividends.

The company's good liquidity profile is based on availability
under the company's $30 million revolving credit facility,
expectation of continued free cash flow generation, good covenant
headroom and virtually all assets pledged. Over the next twelve to
eighteen months, Moody's expects the company's cash flow
generation to comfortably cover interest requirements.

The stable outlook is based on the company's relatively stable
subscription-based business, good liquidity profile and
expectation of continued positive free cash flow generation.

The ratings could be downgraded if the company continues to do
debt-financed dividends that maintain leverage at current levels,
liquidity weakens or the company fails to demonstrate credit
improvement through earnings growth or debt repayment.

Although not anticipated over the intermediate term, upward rating
momentum would depend on an expectation of debt to EBITDA below
6x, free cash flow to debt above 10% and sustained adequate
liquidity.

CAMP International Holding Company ("CAMP"), based in Ronkonkoma,
New York provides maintenance tracking, inventory control and
flight scheduling services management programs. Revenues for the
twelve months ended September 30, 2013 approximated $80 million.
In May of 2012 CAMP was acquired through a leveraged buy-out by
affiliates of the financial sponsor GTCR, LLC in a $700 million
transaction.


CANCER GENETICS: Incurs $3.1 Million Net Loss in 3rd Quarter
------------------------------------------------------------
Cancer Genetics, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $3.06 million on $1.70 million of revenue for the three months
ended Sept. 30, 2013, as compared with net income of $311,588 on
$1.24 million of revenue for the same period during the prior
year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $9.84 million on $4.75 million of revenue as compared
with a net loss of $2.62 million on $3.22 million of revenue for
the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $14.30
million in total assets, $9.42 million in total liabilities and
$4.88 million in total stockholders' equity.

"The significant growth of our commercial sales provides further
validation of our ability to translate research-driven genetic
insight into the clinical setting and improve patient care,"
stated Panna Sharma, CEO of CGI.  "With five proprietary products
in the market today, two successful capital raises completed since
our IPO, and an underserved market opportunity in complex cancers,
we are redefining the standard of care for personalized cancer
treatment, and we believe that CGI is well positioned to be a
leader in the emerging field of DNA-based cancer diagnostics,
ultimately leading to improved patient treatment and higher value
for the health care system."

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

                        http://is.gd/TAjix8

                       About Cancer Genetics

Rutherford, N.J.-based Cancer Genetics, Inc., is an early-stage
diagnostics company focused on developing and commercializing
proprietary genomic tests and services to improve and personalize
the diagnosis, prognosis and response to treatment (theranosis) of
cancer.

"The Company has suffered recurring losses from operations, has
negative working capital and a net capital deficiency that raise
substantial doubt about its ability to continue as a going
concern," according to the Company's quarterly report for the
period ended March 31, 2013.


CATASYS INC: Reports $680,000 Net Income in Third Quarter
---------------------------------------------------------
Catays Inc. filed with the U.S. Securities and Exchange Commission
its quarterly report on Form 10-Q disclosing net income of
$680,000 on $130,000 of total revenues for the three months ended
Sept. 30, 2013, as compared with a net loss of $257,000 on
$140,000 of total revenues for the same period a year ago.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $3.18 million on $398,000 of total revenues as
compared with a net loss of $5.88 million on $360,000 of total
revenues for the same period last year.

The Company's balance sheet at Sept. 30, 2013, showed $2.08
million in total assets, $18.68 million in total liabilities and a
$16.59 million total stockholders' deficit.

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


                         http://is.gd/N0Tj2m

                         About Catasys Inc.

Based in Los Angeles, California, Hythiam, Inc., n/k/a Catasys,
Inc., is a healthcare services management company, providing
through its Catasys(R) subsidiary specialized behavioral health
management services for substance abuse to health plans.

Catasys disclosed a net loss of $11.64 million on $541,000 of
total revenues for the 12 months ended Dec. 31, 2012, as compared
with a net loss of $8.12 million on $267,000 of total revenues in
2011.

Rose, Snyder & Jacobs LLP, in Encino, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has incurred significant operating losses and
negative cash flows from operations during the year ended Dec. 31,
2012, which raise substantial doubt about the Company's ability to
continue as a going concern.

                         Bankruptcy Warning

"Our ability to fund our ongoing operations and continue as a
going concern is dependent on our increasing fees from existing
contracts and signing and generating fees from new and existing
contracts for our Catasys managed care programs and the success of
management's plans to increase revenue and continue to control
expenses.  We are operating our programs in Kansas, Louisiana,
Massachusetts, and Oklahoma.  In 2013, we signed two agreements
with national health plans to provide services to their members in
New Jersey and Ohio, West Virginia, Kentucky, and Indiana,
respectively, which we expect to commence enrollment during the
third quarter of 2013.  In the first half of 2013, we have
generated increased fees from our launched programs over the same
period in the prior year, and we expect to continue to increase
enrollment and fees from our programs throughout this year both
from existing programs and the contracts we signed in 2013.
However, there can be no assurance that we will generate such
fees.  We continue to look for areas to reduce our operating
expenses.  In addition, we are in need to obtain additional
capital and while we are currently in discussions with our
existing stockholders regarding additional financing there is no
assurance that additional capital can be raised in an amount which
is sufficient for us or on terms favorable to us and our
stockholders, if at all.  If we do not obtain additional capital,
there is a significant doubt as to whether we can continue to
operate as a going concern and we will need to curtail or cease
operations or seek bankruptcy relief.  If we discontinue
operations, we may not have sufficient funds to pay any amounts to
stockholders," the Company said in its quarterly report for the
period ended June 30, 2013.


CENGAGE LEARNING: Bankruptcy-Exit Plan Draws Fresh Objections
-------------------------------------------------------------
Stephanie Gleason, writing for Daily Bankruptcy Review, reported
that Cengage Learning Inc.'s recently proposed bankruptcy-exit
plan, meant to resolve a number of creditor protests, drew fire
ahead of a hearing Wednesday from unsecured creditors and junior
bondholders, which insist that the plan is fatally flawed.

BankruptcyData reported that Cengage Learning revised its Joint
Plan of Reorganization and related Disclosure Statement.

According to the Disclosure Statement, "The Debtors believe that
members of the Consenting Holders, who hold greater than 50
percent of the Debtors' largest secured and unsecured creditor
constituencies (due to the Consenting Holders' unsecured
deficiency claims), support the Plan and the Debtors' expeditious
emergence from chapter 11. Among other things, the Plan
contemplates the following: An approximate $4.3 billion reduction
of funded debt; A post-reorganization capital structure consisting
of (i) a new first-out revolving credit facility of no less than
$250 million and up to $400 million to be raised from third-
parties on market terms and (ii) no less than $1.5 billion first
lien term loan facility...; Holders of First Lien Secured Claims
will receive their pro rata share of (a) 100% of the New Equity
less any New Equity transferred to the Disputed Unsecured Escrow
and any New Equity used for the First Lien Deficiency Claim
Distribution, if any (subject to dilution for the Management
Incentive Plan), (b) the New Debt Facility Consideration, (c) the
Excess Cash, and (d) the Disputed Unsecured Escrow Surplus, in
each case as allocable to Holders of First Lien Secured Claims as
determined in accordance with the Plan; Holders of First Lien
Deficiency Claims will receive their pro rata share of Cash and/or
New Equity in an amount equal to the First Lien Deficiency Claims'
allocable share of the value of the Disputed Assets as determined
in accordance with the provisions of the Plan; Generally,
unsecured creditors of CLAI and CLI (including Holders of First
Lien Deficiency Claims) will receive their Pro Rata share of the
value allocable to Holders of such claims on account of the value
of Disputed Cash and Disputed Copyrights, respectively, to the
extent judicially determined to be unencumbered by valid liens or
security interests, and the value, if any, of 35% of the Debtors'
international operations, the value of the Debtors' non-wholly
owned subsidiaries (Hampton Brown and CourseSmart), and the value
of a certain parcel of unencumbered real estate."

The Court will consider the Disclosure Statement on November 20,
2013 and scheduled a February 24, 2014 hearing to confirm the
Plan.

                      About Cengage Learning

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

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

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

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

The Debtors filed a Joint Plan of Reorganization and Disclosure
Statement dated Oct. 3, 2013, which provides that the Debtors took
extreme care to advance and protect the interest of unsecured
creditors -- including seeking to protect four primary sources of
potential recoveries for unsecured creditors and providing them
with appropriate time to conduct diligence, and discuss their
conclusions on, among other things, the value of those sources of
potential recoveries.


CIELO VINEYARDS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Cielo Vineyards & Winery, LLC
        3040 & 3046 Ponderosa Road
        Shingle Springs, CA 95682

Case No.: 13-34754

Chapter 11 Petition Date: November 19, 2013

Court: United States Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Hon. Thomas Holman

Debtor's Counsel: Daniel S. Weiss, Esq.
                  2020 Hurley Way, Suite 210
                  Sacramento, CA 95825
                  Tel: 916-569-1610

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Wendell Smith, managing member.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/caeb13-34754.pdf


COMMUNITY SHORES: Posts $124,300 Net Income in Third Quarter
------------------------------------------------------------
Community Shores Bank Corporation filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing net income of $124,348 on $1.83 million of total
interest income for the three months ended Sept. 30, 2013, as
compared with net income of $1,947 on $2.12 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 $5.50 million on $5.74 million of total interest income
as compared with net income of $259,482 on $6.75 million of total
interest income for the same period during the prior year.

The Company's balance sheet at Sept. 30, 2013, showed $182.96
million in total assets, $179.19 million in total liabilities and
$3.77 million in total shareholders' equity.

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

                        http://is.gd/Dm8mwb

                       About Community Shores

Muskegon, Mich.-based Community Shores Bank Corporation, organized
in 1998, is a Michigan corporation and a bank holding company.
The Company owns all of the common stock of Community Shores Bank.
The Bank was organized and commenced operations in January 1999 as
a Michigan chartered bank with depository accounts insured by the
FDIC to the extent permitted by law.  The Bank provides a full
range of commercial and consumer banking services primarily in the
communities of Muskegon County and Northern Ottawa County.

Community Shores reported net income of $267,838 in 2012 as
compared with a net loss of $2.46 million in 2011.

Crowe Horwath LLP, in Grand Rapids, Michigan, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has incurred significant recurring operating
losses and is in default of its notes payable collateralized by
the stock of its wholly-owned bank subsidiary.  In addition, the
Company has a deficit in shareholders' equity.  The subsidiary
bank is undercapitalized and is not in compliance with revised
minimum regulatory capital requirements under a formal regulatory
agreement which has imposed limitations on certain operations.
These events raise substantial doubt about the Company's ability
to continue as a going concern."


CONSOLIDATED CAPITAL: Incurs $85,000 Net Loss in 3rd Quarter
------------------------------------------------------------
Consolidated Capital Institutional Properties/2, LP, filed with
the U.S. Securities and Exchange Commission its quarterly report
on Form 10-Q disclosing a net loss of $85,000 on $683,000 of total
revenues for the three months ended Sept. 30, 2013, as compared
with a net loss of $90,000 on $649,000 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 $311,000 on $1.99 million of total revenues as
compared with a net loss of $336,000 on $1.89 million of total
revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $8.68
million in total assets, $11.61 million in total liabilities and a
$2.92 million total partners' deficit.

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

                        http://is.gd/L0BbLg

                    About Consolidated Capital

Greenville, South Carolina-based Consolidated Capital
Institutional Properties/2, LP's investment property consists of
one apartment complex in Wood Ridge, Illinois.  The general
partner of the Partnership is ConCap Equities, Inc.


CONTAINER STORE: Moody's Hikes CFR & Sec. Term Loan Rating to B2
----------------------------------------------------------------
Moody's Investors Service upgraded The Container Store, Inc.'s CFR
to B2 from B3 and its PDR to B2-PD from B3-PD. The rating on the
company's secured term loan due 2019 was also upgraded to B2 from
B3. Concurrently, Moody's assigned a Speculative Grade Liquidity
rating of SGL-3. The ratings outlook is stable.

The company's Corporate Family Rating has been moved to its parent
holding company, The Container Store Group, Inc. the publicly
traded company.

The upgrade of Container Store's Corporate Family Rating reflects
the company's improved debt-protection metrics following the
recent repayment of a portion of its secured term loan using
proceeds from the sale of common stock in its initial public
offering, which was completed on October 31, 2013. The upgrade
also reflects the company's continued solid operating performance
as a result of profitable unit growth and positive same store
sales. Following approximately $31 million of debt reduction, pro
forma lease-adjusted debt/EBITDA for the twelve months ended
August 31, 2013 is estimated to decline about 0.25 times to 6.1
times.

Following the IPO, Container Store Group converted all remaining
shares of preferred stock, which accrued dividends at a rate of
12%, into shares of common stock. The company also reduced the
controlling interest by private equity owner Leonard Green &
Partners, L.P. ("LGP") to under 60% of outstanding shares.

The following ratings were upgraded:

The Container Store Group, Inc. (previously assigned to The
Container Store, Inc.):

-- Corporate Family Rating to B2 from B3

-- Probability of Default Rating to B2-PD from B3-PD

The Container Store, Inc.:

-- Secured term loan due 2019 to B2 (LGD4, 50%) from B3 (LGD4,
    50%)

The following ratings were assigned:

The Container Store Group , Inc.:

-- Speculative Grade Liquidity rating at SGL-3

Ratings Rationale:

Container Store's B2 Corporate Family Rating reflects its
continued high debt load and weak credit metrics despite recent
improvement from profitable growth and debt reduction using
incremental proceeds from its recent IPO. The rating also reflects
the company's small scale and limited product focus relative to
other global retailers, relatively discretionary product offering,
and moderate seasonality. The rating is supported by the company's
solid market position in the narrowly defined "storage and
organization" category of specialty retail, its recognized brand
name and demonstrated ability to maintain solid gross profit
margins through economic cycles, largely due to the sizeable
offering of exclusive/proprietary products, highly trained sales
force, and a more affluent customer base. Container Store's
liquidity is adequate, reflecting the expectation that excess
cash, modest cash flow and availability under its U.S. and Swedish
revolving credit facilities (not rated by Moody's) should be
sufficient to cover growth capital spending and debt amortization
over the next twelve months.

The B2 rating on the secured term loan reflects the first priority
lien on substantially all assets of the company except cash,
credit card receivables and inventory, on which it has a second
lien behind the company's $75 million U.S. asset-based revolver.

The stable outlook reflects the expectation for modest improvement
in credit metrics over time, with revenue and earnings growth
coming from new store openings and positive same-store sales.

A ratings upgrade would require the company to manage profitable
growth while improving its credit metrics such that debt/EBITDA is
sustained below 5.0 times and EBITA/Interest above 2.0 times. An
upgrade would also require the company to maintain adequate
liquidity and a conservative financial policy.

The ratings could be downgraded in the event of a material
degradation in credit metrics from expected levels, either through
weaker operating performance or a more aggressive financial
policy. A deterioration in liquidity could also lead to a ratings
downgrade. Specific metric include debt/EBITDA rising above 6.5
times or interest coverage sustained below 1.25 times.

The Container Store, Inc., headquartered near Dallas, TX, is a
retailer of storage and organization products in the United States
and Europe. The company operates 63 leased specialty retail stores
in the United States and operates in Europe through its wholly
owned Swedish subsidiary, Elfa International. Net revenue for the
latest twelve month period ended August 31, 2013 exceeded $735
million.


COPYTELE INC: Obtains $3.5 Million in Financing
-----------------------------------------------
CopyTele, Inc., has completed a private placement of a $3,500,000,
6 percent convertible debenture to a single institutional
investor.  The debenture pays interest annually and is convertible
into shares of CTI's common stock at 18.92 cents per share, which
represents the volume weighted average closing price of the CTI
common stock in the 30 days prior to the financing.  The financing
also includes the issuance of a three year warrant to purchase
9,249,472 common shares, at an exercise price of 37.84 cents per
share.  The $3,500,000 of gross proceeds from the financing will
be used for general working capital purposes.

Robert Berman, CTI's president and CEO stated, "This private
placement insures that we will have the necessary capital to
launch additional patent assertion campaigns and continue to grow
the company at a rapid pace.  The added capital will also
strengthen our negotiating positions with potential infringers,
and patent acquisition candidates.  We continue to accomplish each
goal that we outlined when we joined the company as new
management, and are thrilled with the progress that we have made
over the past year."

The CTI securities being sold have not been registered under the
Securities Act of 1933, or any state securities laws and may not
be offered or sold in the United States absent registration or an
exemption from the registration requirements of the Securities Act
and applicable state laws.  Additional information with respect to
this private placement will be available in the Company's Form S-1
to be filed with the Securities and Exchange Commission.

Since implementing its new patent assertion business model in
January of 2013, CTI now has entered into four revenue producing
licenses from two of its patent portfolios, and 37 active lawsuits
across five of its patented technology areas including E-Paper
Electrophoretic Displays, Nano Field Emission Displays, Key Based
Web Conferencing Encryption, Loyalty Conversion Systems and J-
Channel Window Frame Construction.

Additional information is available for free at:

                        http://is.gd/FMPJYK

                           About CopyTele

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

Copytele Inc. incurred a net loss of $4.25 million for the year
ended Oct. 31, 2012, compared with a net loss of $7.37 million
during the prior fiscal year.  The Company's balance sheet at
July 31, 2013, showed $5.30 million in total assets, $8.54 million
in total liabilities and a $3.23 million total shareholders'
deficiency.

KPMG LLP, in Melville, New York, issued a "going concern"
qualification on the consolidated financial statements for the
fiscal year ended Oct. 31, 2012.  The independent auditors noted
that the Company has suffered recurring losses from operations,
has negative working capital, and has a shareholders' deficiency
that raise substantial doubt about its ability to continue as a
going concern.


CORNERSTONE HOMES: Can Employ GAR Associates as Appraiser
---------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of New York has
granted Cornerstone Homes, Inc., permission to employ GAR
Associates, Inc., as appraiser.

As reported in the TCR on Oct. 22, 2013, GAR Associates will
represent and assist the Debtor in connection with the preparation
of a liquid analysis and valuation of the bankruptcy estate in
connection with its disclosure statement and the case in general.

Ronald J. Rubino, of GAR Associates, will select a portion of its
real estate holdings and determine the liquidation and resale
value of its real estate holdings.

Mr. Rubino would choose 87 property samples, physically inspect
the properties, choose the comparables and undertake the analysis
to reach the market liquidation value conclusions.  The sample
results will be used to value the entire 730 property portfolio.

An average fee of $300 would apply per appraisal, indicating a
grand total fee of $26,100 or $26,000 rounded.  This fee includes
all costs associated with appraisal preparation and delivery,
travel, meals and lodging.

GAR Associates received a $13,000 retainer from the Debtor and
will submit advisory bills on a monthly basis to be paid from
funds generated by the debtor-in-possessions operations during the
pendency of the Chapter 11 case subject to Court approved fee
application.

Mr. Rubino, vice president and partner of GAR Associates, assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

                   About Cornerstone Homes

Cornerstone Homes, Inc., a homebuilder from Corning, New York,
filed a Chapter 11 petition (Bankr. W.D.N.Y. Case No. 13-21103) on
July 15, 2013, in Rochester alongside a reorganization plan
already accepted by 96 percent of unsecured creditors' claims.

The Debtor disclosed assets of $18,561,028 and liabilities of
$36,248,526.  Judge Paul R. Warren presides over the case.
Curtiss Alan Johnson, Esq., and David L. Rasmussen, Esq., at
Davidson Fink, LLP, in Rochester, N.Y., serve as the Debtor's
counsel.


CORNERSTONE HOMES: Files Schedules of Assets and Liabilities
------------------------------------------------------------
Cornerstone Homes, Inc., filed with the U.S. Bankruptcy Court for
the Western District of New York its schedules of assets and
liabilities, disclosing:

                                       Assets        Liabilities
                                    -----------      -----------
A. Real Property                    $18,218,000
B. Personal Property                   $730,079
C. Property Claimed as Exempt
D. Creditors Holding                                 $21,737,574
      Secured Claims
E. Creditors Holding Unsecured                            18,535
      Priority Claims
F. Creditors Holding Unsecured                        14,542,069
      Non-priority Claims

                                    -----------      -----------
          Total                     $18,948,079      $36,298,118

A copy of the SAL is available at:

         http://bankrupt.com/misc/cornerstonehomes.doc106.pdf

                      About Cornerstone Homes

Cornerstone Homes, Inc., a homebuilder from Corning, New York,
filed a Chapter 11 petition (Bankr. W.D.N.Y. Case No. 13-21103) on
July 15, 2013, in Rochester alongside a reorganization plan
already accepted by 96 percent of unsecured creditors' claims.

The Debtor disclosed assets of $18,561,028 and liabilities of
$36,248,526.  Judge Paul R. Warren presides over the case.
Curtiss Alan Johnson, Esq., and David L. Rasmussen, Esq., at
Davidson Fink, LLP, in Rochester, N.Y., serve as the Debtor's
counsel.


CUI GLOBAL: Posts $214,300 Net Income in Third Quarter
------------------------------------------------------
CUI Global, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing
consolidated net income of $214,315 on $17.21 million of total
revenue for the three months ended Sept. 30, 2013, as compared
with a consolidated net loss of $462,999 on $10.71 million of
total revenue for the same period during the prior year.

For the nine months ended Sept. 30, 2013, the Company reported
consolidated net income of $47,001 on $45.42 million of total
revenue as compared with a consolidated net loss of $2.24 million
on $29.19 million of total revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $92.05
million in total assets, $20.48 million in total liabilities and
$71.56 million in total stockholders' equity.

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

                       http://is.gd/ZQbAo0

                         About CUI Global

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

CUI Global reported a net loss allocable to common stockholders of
$48,763 in 2011, compared with a net loss allocable to common
stockholders of $7.01 million in 2010.

As reported by the TCR on April 8, 2011, Webb & Company, in
Boynton Beach, Florida, expressed substantial doubt about CUI
Global's ability to continue as a going concern.  The independent
auditors noted that the Company has a net loss of $7,015,896, a
working capital deficiency of $675,936 and an accumulated deficit
of $73,596,738 at Dec. 31, 2010.  Webb & Company did not include a
"going cocern qualification" in its report on the Company's 2011
financial results.


CUMULUS MEDIA: Closes Sale of Radio Stations for $238 Million
-------------------------------------------------------------
Cumulus Media Inc. completed the sale to Townsquare Media, LLC, of
53 radio stations in 12 small and mid-sized markets for
approximately $238 million in cash, and the swap with Townsquare
of 15 radio stations in two small and mid-sized markets in
exchange for five radio stations in Fresno, California.

Cumulus intends to use the cash proceeds from the Townsquare
Transaction to fund a portion of the purchase price payable to
complete its previously announced acquisition of Dial Global,
Inc., now known as WestwoodOne.  This acquisition is expected to
be completed in the fourth quarter of 2013.

                        About Cumulus Media

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

Cumulus Media said in its annual report for the year ended
Dec. 31, 2011, that lenders under the 2011 Credit Facilities have
taken security interests in substantially all of the Company's
consolidated assets, and the Company has pledged the stock of
certain of its subsidiaries to secure the debt under the 2011
Credit Facilities.  If the lenders accelerate the repayment of
borrowings, the Company may be forced to liquidate certain assets
to repay all or part of such borrowings, and the Company cannot
assure that sufficient assets will remain after it has paid all of
the borrowings under those 2011 Credit Facilities.  If the Company
was unable to repay those amounts, the lenders could proceed
against the collateral granted to them to secure that indebtedness
and the Company could be forced into bankruptcy or liquidation.

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

The Company's balance sheet at Sept. 30, 2013, showed $3.67
billion in total assets, $3.40 billion in total liabilities and
$268.43 million in total stockholders' equity.

                           *     *     *

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

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

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


DAILY REVIEW CAFE: Involuntary Chapter 11 Case Summary
------------------------------------------------------
Alleged Debtor: The Daily Review Cafe, LLC
                3412 West Lamar St
                Houston, TX 77019

Case Number: 13-37118

Involuntary Chapter 11 Petition Date: November 18, 2013

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Hon. Marvin Isgur

Alleged Debtor's Counsel: Stephen Gregory Rushing, Esq.
                          723 Main Street, #816
                          Houston, TX 77002
                          Tel: 281-546-5115
                          Fax: 888-441-5188

Alleged Debtor's petitioner:

   Petitioner                 Nature of Claim  Claim Amount
   -----------                ---------------  ------------
   Javier Hernandez                              $31,800
   209 South Native Lane
   Houston, TX 77002


DATAJACK INC: Delays Form 10-Q for Third Quarter
------------------------------------------------
DataJack, Inc., notified the U.S. Securities and Exchange
Commission that it has been unable to complete the Company's
financial statements for the quarter ended Sept. 30, 2013.

DataJack, Inc. (formerly Quamtel, Inc.) and its subsidiaries was
incorporated in 1999 under the laws of Nevada as a communications
company offering, a comprehensive range of mobile broadband and
communications products.

In its report on the 2011 financial statements, RBSM LLP, in New
York, New York, expressed substantial doubt about Quamtel's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant operating losses
in the current year and also in the past.

The Company reported a net loss of $4.49 million on $1.93 million
of revenues for 2011, compared with a net loss of $10.05 million
on $2.18 million of revenues for 2010.

DataJack's balance sheet at June 30, 2013, showed $1.13 million in
total assets, $3.64 million in total liabilities and a $2.51
million total shareholders' deficit.


DELL INC: Fitch Assigns 'BB-' IDR & 'B+' Unsecured Debt Rating
--------------------------------------------------------------
Fitch Ratings has withdrawn Dell Inc.'s 'BB' second-lien note
rating. The withdrawal reflects Dell's decision to increase its
senior secured first lien term loan borrowings in lieu of issuing
second-lien notes as part of its leveraged buyout financing.

Fitch rates Dell as follows:

-- Long-term Issuer Default Rating (IDR) 'BB-';
-- Senior secured first lien ABL facility 'BB+';
-- Senior secured first lien term loans 'BB+';
-- Senior secured first-lien notes 'BB+';
-- Senior unsecured debt 'B+'.

The Rating Outlook is Stable.


DEVONSHIRE PGA: Young Conway Approved as Bankruptcy Counsel
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Devonshire PGA Holdings, LLC, and its debtor-affiliates to employ
Young Conway Stargatt & Taylor as counsel.

As reported in the Troubled Company Reporter on Oct. 11, 2013, the
professional services that Young Conaway will render to the
Debtors include, but not limited to:

   (a) providing legal advice with respect to the Debtors' powers
       and duties as debtors in possession in the continued
       operation of their business, management of their
       properties, and the potential sale of their assets;

   (b) preparing and pursuing confirmation of a plan and approval
       of a disclosure statement;

   (c) preparing, on behalf of the Debtors, necessary
       applications, motions, answers, orders, reports, and other
       legal papers;

   (d) appearing in Court and protecting the interests of the
       Debtors before the Court; and

   (e) performing all other legal services for the Debtors that
       may be necessary and proper in these proceedings.

Young Conaway will be paid at these hourly rates:

       M. Blake Cleary           $650
       Sean M. Beach             $560
       Robert F. Poppiti         $355
       Justin P. Duda            $325
       Troy Bollman, paralegal   $160
       Attorneys                 $285 - $975
       Paralegals and other
       para-professionals         $65 - $245

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

Young Conaway received a $300,000 retainer on Sept. 18, 2013, in
connection with the planning and preparation of initial documents
and its proposed post-petition representation of the Debtors.  A
portion of the retainer in the amount of $60,275.20 has been
applied to outstanding balances existing as of the petition date.
The remainder of $239,724.80 will constitute a general retainer as
security for postpetition services and expenses.

M. Blake Cleary, Esq., a partner of Young Conaway, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

                   About Devonshire PGA Holdings

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

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

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

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

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


EDENOR SA: Incurs ARS 512.8 Million Net Loss in 3rd Quarter
-----------------------------------------------------------
Edenor S.A. reported a net loss of ARS 512.87 million for the
three months ended Sept. 30, 2013, as compared with a net loss of
ARS 275.34 million for the same period a year ago.

For the nine months ended Sept. 30, 2013, the Company reported
profit of ARS 792.04 million for the nine months ended Sept. 30,
2013, as compared with a net loss of ARS 623.92 million for the
same period during the prior year.

The Company's balance sheet at Sept. 30, 2013, showed ARS 7.72
billion in total assets, ARS 6.50 billion in total liabilities and
ARS 1.21 billion in total equity.

"Given the fact that the realization of the projected measures to
revert the manifested negative trend depends, among other factors,
on the occurrence of certain events that are not under the
Company's control, such as the requested electricity rate
increases or the implementation of another source of financing or
offsetting mechanism, the Board of Directors has raised
substantial doubt about the ability of the Company to continue as
a going concern in the term of the next fiscal year, being obliged
to defer once again certain payment obligations, as previously
mentioned, or unable to comply with the agreed-upon salary
increases or the increases recorded in third-party costs," the
Company said in the Report.

A copy of the Quarterly Report is available for free at:

                        http://is.gd/MjtL15

                         About Edenor SA

Headquartered in Buenos Aires, Argentina, Edenor S.A. (NYSE: EDN;
Buenos Aires Stock Exchange: EDN) is the largest electricity
distribution company in Argentina in terms of number of customers
and electricity sold (both in GWh and Pesos).  Through a
concession, Edenor distributes electricity exclusively to the
northwestern zone of the greater Buenos Aires metropolitan area
and the northern part of the city of Buenos Aires.

Edenor S.A. disclosed a loss of ARS1.01 billion on ARS3.72 billion
of revenue from sales for the year ended Dec. 31, 2012, as
compared with a net loss of ARS291.38 million on ARS2.80 billion
of revenue from sales for the year ended Dec. 31, 2011.


EDGMONT GOLF: Sec. 341 Creditors' Meeting Set for Dec. 3
--------------------------------------------------------
The U.S. Trustee will convene a meeting of creditors pursuant to
11 U.S.C. 341(a) in the Chapter 11 case of Edgmont Golf Club,
Inc., on Dec. 3, 2013, at 2:00 p.m.  The meeting will be held at
833 Chestnut Street, Suite 501, in Philadelphia, Pa.

                     About Edgmont Golf Club

Edgmont Golf Club, Inc., sought protection under Chapter 11 of the
Bankruptcy Code on Oct. 28, 2013 (Bankr. E.D.Pa. Case No. 13-
19358).  The case is before Judge Stephen Raslavich.

Aris J. Karalis, Esq., and Robert W. Seitzer, Esq., at Maschmeyer
Karalis P.C., in Philadelphia, Pennsylvania, serve as counsel.

The Debtor disclosed estimated assets ranging from $10 million to
$50 million and liabilities ranging from $1 million to
$10 million.  The petition was signed by Peter Mariani, chief
financial officer.

Affiliate Edgmont Country Club simultaneously sought Chapter 11
protection (Case No. 13-bk-19359).


ELEPHANT TALK: Amends Second Quarter Form 10-Q
----------------------------------------------
Elephant Talk Communications Corp. filed an amendment to its
quarterly report on Form 10-Q for the quarter ended June 30, 2013,
originally filed with the U.S. Securities and Exchange Commission
on Aug. 9, 2013.  The Amendment restates the Company's unaudited
condensed interim financial statements and related financial
disclosures for the three and six months ended June 30, 2013.

The restatement adjusts the Company's unaudited Condensed
Consolidated Balance Sheet for amounts related to warrant
liabilities that were incorrectly valued, the Consolidated
Statements of Comprehensive Loss for the three and six months
periods ended June 30, 2013, for line items Changes in fair value
of warrant liabilities and Net Loss, and the Statement of Cash
Flows for line items Net Loss and in the section 'Adjustments to
reconcile net loss to net cash used in operating activities', the
'Change in Fair Value of Derivative Instruments' was also
adjusted.

On Nov. 6, 2013, the audit committee of the board of directors of
the Company and management concluded, after discussion with the
Company's independent registered public accounting firm, BDO USA,
LLP, that the consolidated financial statements included in the
Original 10-Q should no longer be relied upon as a result of an
error in presentation of warrant liabilities and Changes in fair
value of warrant liabilities including in the Company's unaudited
Condensed Consolidated Sheet ended June 30, 2013, and the
Consolidated Statement of Comprehensive Loss for the three and six
month periods ended June 30, 2013.

During the second quarter, the Company issued 17,425,621 shares of
Common Stock and 7,841,537 warrants as well as 183,284 warrants
issued to fundraising agents in connection with the Company's
registered direct public offering pursuant to the terms and
conditions set forth in the share purchase agreement.  As a result
of the terms and conditions attached to the Warrants, the Company
determined that for the quantitative valuation of the Warrants it
is more appropriate to use a Monte-Carlo Simulation model instead
of a Black-Scholes valuation model as used in the Original 10-Q.
Management of the Company believes that the Monte-Carlo Simulation
model is a more dynamic model, which accommodates variable inputs.

The restatement impacted the value of Warrant Liabilities in the
Statement of Financial Position, which increased from $2,428,919
as originally filed, to $5,291,351 as restated.  It also impacted
the line 'Changes in fair value of warrant liabilities' for the
three and six months ended June 30, 2013, in the Statement of
Comprehensive Loss with a decrease of $426,450, while the Net Loss
increased by $426,450 for the three and six months ended June 30,
2013.  In the Statement of Cash Flows, the Net Loss increased by
$426,450, while in the section 'Adjustments to reconcile net loss
to net cash used in operating activities', the 'Change in Fair
Value of Derivative Instruments' increased by $426,450.  It did
not impact on the Company's previously reported total cash and
cash equivalents, revenue, cost and operating expenses and cash
flows for the three and six months ended June 30, 2013.

As restated, the Company reported a net loss of $7.69 million as
compared with a net loss of $7.26 million as originally disclosed.

The Company reported warrant liabilities of $5.29 million as
compared with warrant liabilities of $2.42 million as previously
reported.

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

                        http://is.gd/rSM9dU

                        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.


EMPIRE DIE: Cleared to Auction Its Assets Next Month
----------------------------------------------------
Marie Beaudette, writing for DBR Small Cap, reported that a
bankruptcy judge has cleared Empire Die Casting Co ., a maker of
aluminum- and zinc-cast parts, to auction its assets next month
with a $10.75 million offer kicking off bidding.

According to the report, Judge Marilyn Shea-Stonum of the U.S.
Bankruptcy Court in Akron, Ohio, approved the company's Dec. 18
auction, with Yogen Rahangdale's SRS International Holdings Inc.
serving as the stalking-horse bidder with a $10.75 million offer.
Challengers have until Dec. 16 to submit rival bids ahead of the
auction.

                         About Empire Die

Macedonia, Ohio-based Empire Die Casting Co., Inc., sought
protection under Chapter 11 of the Bankruptcy Code on Oct. 16,
2013 (Bankr. N.D. Ohio Case No. 13-52996).  The case is before
Judge Marilyn Shea-Stonum.

The Debtor is represented by Marc B. Merklin, Esq., and Kate M.
Bradley, Esq., at Brouse McDowell, LPA, in Akron, Ohio.

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

The Debtor discloses estimated assets of $10 million to $50
million and estimated liabilities of $1 million to $10 million.
The petition was signed by Robert Hopkins, president.

The U.S. Trustee has appointed seven members to the Official
Committee of Unsecured Creditors.


EMPIRE RESORTS: Stockholders Elect Six Directors
------------------------------------------------
At the 2013 Annual Meeting of Stockholders of Empire Resorts,
Inc., which was held on Nov. 11, 2013, the stockholders:

   (i) elected six directors to serve on the Board of Directors of
       the Company for a one year term that expires at the 2014
       annual meeting of stockholders or until their respective
       successors are elected and qualified or until their earlier
       resignation or removal, namely: (1) Joseph A. D'Amato, (2)
       Emanuel R. Pearlman, (3) Au Fook Yew, (4) Gregg Polle, (5)
       James Simon and (6) Nancy A. Palumbo;

  (ii) approved the compensation of the Company's named executive
       officers; and

(iii) approved the holding of an advisory vote on executive
       compensation every three years.

                        About Empire Resorts

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

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

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


ENERGY XXI: Fitch Affirms 'B+' IDR & Sr. Unsecured Notes Rating
---------------------------------------------------------------
Fitch Ratings has taken the following ratings actions:

Energy XXI (EXXI) Gulf Coast (Delaware):

-- Issuer Default Rating (IDR) affirmed at 'B+';
-- Senior secured revolver affirmed at 'BB+'/RR1;
-- Senior unsecured notes affirmed at 'B+/RR4.

Energy XXI (Bermuda):

-- IDR downgraded to 'B' from 'B+';
-- Convertible perpetual preferreds downgraded to 'CCC+/RR6' from
    'B-/RR6';
-- Convertible notes assigned initial rating of 'B/RR4'(exp).

Approximately $1.67 billion in debt is impacted by rating
decision, excluding issuance. The Outlooks for both Energy XXI
Gulf Coast and Energy XXI Bermuda are Stable.

The senior convertible notes are due Dec. 15, 2018 and may be
optionally redeemed by the purchaser prior to maturity under
certain conditions. The notes are guaranteed only by EXXI Bermuda
and are therefore structurally subordinated to obligations at EXXI
Gulf Coast. Net proceeds from the issuance will be used for
general corporate purposes, which may include working capital,
capital expenditures, or acquisitions. In addition, concurrent
with the offering, the company intends to repurchase up to $100
million in common stock from revolver borrowings.

Key Ratings Drivers:

Energy XXI's ratings are supported by the company's increased size
and scale following property acquisitions and a robust organic
drilling program; high exposure to liquids, composed mostly of
higher-value black oil linked to waterborne grade pricing;
historically strong production economics and cash generation;
balanced acquisition funding; operator status on a majority of its
properties; and the short-term cash flow protections of its
hedging position.

Ratings issues for bondholders include the notable increase in the
company's leverage seen over the last few quarters including the
pending notes issuance; the company's status as a small offshore
GoM producer; lack of basin diversification; a relatively flat
production outlook over the next few years; increasing structural
subordination at EXXI Bermuda; and exposure to the riskier ultra-
deep shelf exploration program.

Increase in 2013 Reserves:

EXXI reported a large (50%) increase in audited proven (1p)
reserves at June 30, 2013, resulting in a 2013 reserve replacement
ratio of 393% on an organic basis, and 475% on an all-in basis, as
calculated by Fitch. Total 1p reserves climbed to 179 million boe
from 119 million boe the year prior, comprised primarily of
extensions and discoveries (62 million boe), and to a lesser
degree acquisitions (13 million boe). A significant driver of the
increase was the company's horizontal drilling program in the GoM,
which consists of short laterals (<1000 feet) drilled in EXXI's
mature offshore properties. Fitch would note that there is a
sizable backlog of such drilling opportunities across EXXI's
portfolio.

Rising Debt Restricts Headroom:

As calculated by Fitch, EXXI's debt with equity credit (which
includes a 50% weighting for the company's preferreds) rose to
$1.67 billion at Sept. 30, 2013 versus $1.49 billion at June 30,
2013, and just $1.14 billion at June 30, 2012. This is set to rise
further with the company's pending issuance. Fitch anticipates
total debt with equity credit for the company will reach just over
$2.0 billion, and pro forma debt/EBITDA will climb to over 2.2x.
As a result, credit metrics are weak for the current rating
category and there is expected to be little headroom at the
current rating level. Fitch anticipates the company will be
approximately FCF neutral in 2014 as capex is set to drop to $660
million. Fitch believes the company has reasonable capex
flexibility within that number.

Increasing Subordination at EXXI Bermuda:

The downgrade of EXXI Bermuda's IDR was driven by recognition of
the significant legal separations between the stronger EXXI Gulf
Coast subsidiary (which houses most of the corporation's assets
and cash flows) and the weaker EXXI Bermuda parent (which depends
on distributions from EXXI Gulf Coast), and the increased
structural subordination that would arise from issuing additional
securities at the weaker Bermuda parent.

Fitch would note that despite reasonably strong operational ties,
the legal separations between EXXI Gulf coast and Bermuda are
significant and include restrictions on dividend payments from
Gulf Coast to the parent; a lack of guarantees from the subsidiary
up to the parent; and separate legal jurisdictions(Bermuda vs. the
US). Fitch would also note that potential future international
investments recently identified by management at its Analyst Day
are likely to be funded at the Bermuda level for tax efficiency
reasons. As a result, if international expansions move ahead, we
anticipate that the amount of debt and securities issued at
Bermuda is likely to go up, which would further structurally
subordinate securities issued at Bermuda.

Limited Ultra Deep Shelf Commitment:

It is important to note that the company's 2013 reserve and
production figures exclude the impacts of the ultra-deep shelf
program, which Fitch anticipates should begin to be booked despite
ongoing delays at the Davy Jones #1 well. EXXI has participated in
eight ultra-deep shelf wells to date with participation levels of
9 - 20%. The company seeks to limit its total exposure to these
projects to less than 10% of expected cash flow in any one year,
and EXXI's strategy has been to fund this higher risk exploration
drilling with lower risk drilling prospects across the rest of its
portfolio. Total investments at June 30, 2013 were limited and
included Davy Jones #1 and #2 ($147 million), Blackbeard East ($51
million), Lafitte ($40 million), Blackbeard West #1 and #2 ($57
million), Lineham Creek ($17 million), and Lomond North ($21
million).

Liquidity:

EXXI's liquidity was good at September 30, 2013, and included
availability on its main revolver of approximately $841 million
after borrowings of $21 million and LoCs of $225 million. The
revolver, which expires in April 2018, is secured by a borrowing
base linked to at least 85% of the company's proven properties.
Similar to other borrowing-based revolvers, the base periodically
resizes in line with the underlying value of the collateral.

Key revolver covenants include maximum leverage of 3.5x; minimum
interest coverage of 3.0x; and a minimum current ratio of 1.0x, as
well as change of control provisions and restricted payments. The
company had ample headroom on all covenants at September 30, 2013.
Restrictions on dividends from EXXI gulf coast to its Bermuda
parent were recently loosened to include $350 million per year,
subject to liquidity and minimum cumulative consolidated net
income tests. EXXI's other maturities are light, with the no major
bonds maturities due over the next three years.

Recovery Rating:

Fitch's Recovery Rating (RR) of '1' on EXXI's secured revolving
credit facility indicates outstanding recovery prospects (91% -
100%) for holders of this debt. The revolver is secured by at
least 85% of the total value of proven reserves of the company and
its subsidiaries. The RR for EXXI's senior unsecured notes of '4'
indicates average recovery prospects for holders of these issues,
while the RR of EXXI's junior securities of '6' indicates poor
recovery prospects for these securities.

Other Liabilities:

EXXI's other liabilities are manageable. The company's Asset
Retirement Obligation (ARO) dropped to $287.8 million at June 30,
2013 from $301.4 million the year prior. EXXI recently provided a
guarantee to its 20% joint venture M21k for the payment of that
company's ARO ($65 million) and other liabilities ($1.8 million)
in exchange for a $6.3 million payment from M21k. EXXI hedges a
significant portion of its expected output using a range of
instruments; including swaps, collars, 3-way collars, and puts. At
June 30, 2013, the company had no collateral posted with
counterparties and had a net derivative asset of approximately
$60.28 million. Other obligations were limited at June 30, 2013,
and included undiscounted operating lease payments of $16.04
million, and rig commitments of $107.6 million.

Ratings Sensitivities:

Positive: Future developments that may lead to positive rating
actions include:

-- Increased size, scale and portfolio diversification,
    accompanied by sustained improvement in debt/boe metrics;

-- A demonstrated managerial commitment to lower debt levels.

Negative: Future developments that could lead to negative rating
action include:

-- Increase in debt/boe metrics from current elevated levels;

-- A change in philosophy on the use of balance sheet;

-- A major operational issue such as a well blowout or extensive
    facility damage not covered by existing insurance;

-- A sustained collapse in oil prices without other adjustments
    to capex.


ENVISION SOLAR: Incurs $323,900 Net Loss in Third Quarter
---------------------------------------------------------
Envision Solar International, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $323,986 on $80,000 of revenues for the
three months ended Sept. 30, 2013, as compared with a net loss of
$600,606 on $197,319 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 $2.07 million on $237,810 of revenues as compared with
a net loss of $1.81 million on $617,827 of revenues for the same
period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $1.13
million in total assets, $3.10 million in total liabilities, all
current, and a $1.96 million total stockholders' deficit.

"As reflected in the accompanying unaudited condensed consolidated
financial statements for the nine months ended September 30, 2013,
the Company had net losses of $2,078,745.  Additionally, at
September 30, 2013, the Company had a working capital deficit of
$2,073,269, an accumulated deficit of $26,900,933 and a
stockholders' deficit of $1,964,668.  These factors raise
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/hGB8ze

Envision Solar International, Inc., is a developer of solar
products and proprietary technology solutions.  The Company
focuses on creating high quality products which transform both
surface and top deck parking lots of commercial, institutional,
governmental and other customers into shaded renewable generation
plants.


FANNIE MAE: Wellington Partner Diane Nordin Joins Board
-------------------------------------------------------
The Board of Directors of Fannie Mae (formally, the Federal
National Mortgage Association) elected Diane C. Nordin to join the
Board.  As of Nov. 14, 2013, the Board committees on which Ms.
Nordin will serve have not been determined.

Ms. Nordin, age 55, served as a partner of Wellington Management
Company, LLP, a private asset management company, from December
1995 to December 2011, and originally joined Wellington in 1991.
She served in many global leadership roles at Wellington, most
notably as head of Fixed Income, Vice Chair of the Compensation
Committee and Audit Chair of the Wellington Management Trust
Company.  Ms. Nordin spent over three decades in the investment
business, having previously been employed by Fidelity Investments
and Putnam Investments.  Ms. Nordin is a Chartered Financial
Analyst.  Following her retirement from the asset management
industry, Ms. Nordin served as an Advanced Leadership Initiative
Fellow at Harvard University from December 2011 to December 2012.
Ms. Nordin currently serves as a Trustee of Wheaton College, where
she is an Audit Committee member and Chair of the Investment
Committee.  She is also a Board member of the Vineyard Nursing
Association of Martha's Vineyard, a Director of the Appalachian
Mountain Club and a Foundation Board Member of the Massachusetts
College of Art and Design.

In accordance with Fannie Mae's non-management director
compensation practices, Ms. Nordin will be paid a cash retainer at
a rate of $160,000 per year for serving as a Board member.  In
accordance with its customary practice, Fannie Mae is entering
into an indemnification agreement with Ms. Nordin.

                         About Fannie Mae

Federal National Mortgage Association, aka Fannie Mae, is a
government-sponsored enterprise that was chartered by U.S.
Congress in 1938 to support liquidity, stability and affordability
in the secondary mortgage market, where existing mortgage-related
assets are purchased and sold.

The U.S. Department of the Treasury owns Fannie Mae's senior
preferred stock and a warrant to purchase 79.9 percent of its
common stock, and Treasury has made a commitment under a senior
preferred stock purchase agreement to provide Fannie with funds
under specified conditions to maintain a positive net worth.

                          Conservatorship

Fannie Mae has operated under the conservatorship of the Federal
Housing Finance Agency since Sept. 6, 2008.  Fannie Mae has not
received funds from Treasury since the first quarter of 2012.  The
funding the company has received under the senior preferred stock
purchase agreement with the U.S. Treasury has provided the company
with the capital and liquidity needed to maintain its ability to
fulfill its mission of providing liquidity and support to the
nation's housing finance markets and to avoid a trigger of
mandatory receivership under the Federal Housing Finance
Regulatory Reform Act of 2008.  For periods through March 31,
2013, Fannie Mae has requested cumulative draws totaling $116.1
billion.  Under the senior preferred stock purchase agreement, the
payment of dividends cannot be used to offset prior Treasury
draws.  Accordingly, while Fannie Mae has paid $35.6 billion in
dividends to Treasury through March 31, 2013, Treasury still
maintains a liquidation preference of $117.1 billion on the
company's senior preferred stock.

In August 2012, the terms governing the company's dividend
obligations on the senior preferred stock were amended.  The
amended senior preferred stock purchase agreement does not allow
the company to build a capital reserve.  Beginning in 2013, the
required senior preferred stock dividends each quarter equal the
amount, if any, by which the company's net worth as of the end of
the preceding quarter exceeds an applicable capital reserve
amount.  The applicable capital reserve amount is $3.0 billion for
each quarter of 2013 and will be reduced by $600 million annually
until it reaches zero in 2018.

The amount of remaining funding available to Fannie Mae under the
senior preferred stock purchase agreement with Treasury is
currently $117.6 billion.  Fannie Mae is not permitted to redeem
the senior preferred stock prior to the termination of Treasury's
funding commitment under the senior preferred stock purchase
agreement.


FCC HOLDINGS: S&P Puts 'CCC+' Ratings on CreditWatch Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its 'CCC+'
counterparty credit and senior unsecured ratings on FCC Holdings
LLC on CreditWatch with negative implications.

"We believe FCC is on track to violate the tangible net worth
covenant on its senior unsecured notes, which likely will force it
to again raise additional capital from its owners or seek an
amendment from its debtholders," said Standard & Poor's credit
analyst Richard Zell.

The covenant requires the company to have at least $125 million in
tangible net worth when it reports its year-end 2013 results
(although documents allow for a cure period).  S&P do not expect
FCC to meet that requirement--without raising more capital--since
it had only $120 million in capital at the end of the third
quarter.  Additionally, S&P believes that FCC is on pace to report
a material loss in the fourth quarter, as the company plans to set
aside an additional $3.6 million in provisions to resolve two
nonperforming loans.  This additional provisioning will almost
certainly cause a bottom-line loss.  FCC also discovered
"significant client fraud" on a $5.8 million loan that could
result in an impairment charge, further depleting capital.

FCC has been in similar circumstances in the past.  In early 2012,
it sought and received amendments to its unsecured notes and
raised additional equity from its owners.  The resolution process
was costly and continues to hurt the company's performance via an
increase in the interest rate on the notes.

"We will likely lower the ratings within the next 60-90 days if
the company fails to formulate or execute a practical plan to
avoid a covenant violation without further weakening its financial
position," said Mr. Zell.

"We could lower the issuer- and issue-level ratings to 'CCC' or
'CC' if it appears the company will be unable to either raise
additional equity or successfully negotiate covenant amendments
without agreeing to concessions that further weaken its financial
position."


FIRST FINANCIAL: Posts $1.2 Million Net Income in 3rd Quarter
-------------------------------------------------------------
First Financial Service Corporation filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing net income attributable to common shareholders of $1.20
million on $8.06 million of total interest income for the three
months ended Sept. 30, 2013, as compared with a net loss
attributable to common shareholders of $1.01 million on $9.82
million of total interest income for the same period a year ago.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss attributable to common shareholders of $328,000 on $24.81
million of total interest income as compared with a net loss
attributable to common shareholders of $5.97 million on $32.44
million of total interest income for the same period during the
prior year.

The Company's balance sheet at Sept. 30, 2013, showed $850.15
million in total assets, $815.63 million in total liabilities and
$34.52 million in total stockholders' equity.

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

                        http://is.gd/AOTzVV

                       About First Financial

Elizabethtown, Kentucky-based First Financial Service Corporation
is the parent bank holding company of First Federal Savings Bank
of Elizabethtown, which was chartered in 1923.  The Bank serves
six contiguous counties encompassing central Kentucky and the
Louisville metropolitan area, through its 17 full-service banking
centers and a commercial private banking center.

In its 2012 Consent Order, the Bank agreed to achieve and maintain
a Tier 1 capital ratio of 9.0 percent and a total risk-based
capital ratio of 12.0 percent by June 30, 2012.

"At December 31, 2012, the Bank's Tier 1 capital ratio was 6.53%
and the total risk-based capital ratio was 12.21%.  We notified
the bank regulatory agencies that one of the two capital ratios
would not be achieved and are continuing our efforts to meet and
maintain the required regulatory capital levels and all of the
other consent order issues for the Bank," the Company said in its
annual report for the year ended Dec. 31, 2012.

First Financial disclosed a net loss attributable to common
shareholders of $9.44 million in 2012, a net loss attributable to
common shareholders of $24.21 million in 2011 and a net loss
attributable to common shareholders of $10.45 million in 2010.

Crowe Horwath LLP, in Louisville, Kentucky, said in its report on
the consolidated financial statements for the year ended Dec. 31,
2012, "[T]he Company has recently incurred substantial losses,
largely as a result of elevated provisions for loan losses and
other credit related costs.  In addition, both the Company and its
bank subsidiary, First Federal Savings Bank, are under regulatory
enforcement orders issued by their primary regulators.  First
Federal Savings Bank is not in compliance with its regulatory
enforcement order which requires, among other things, increased
minimum regulatory capital ratios.  First Federal Savings Bank's
continued non-compliance with its regulatory enforcement order may
result in additional adverse regulatory action."


FIRST MARINER: Incurs $7.4 Million Net Loss in Third Quarter
------------------------------------------------------------
1st Mariner Bancorp reported a net loss of $7.41 million on
$9.81 million of total interest income for the three months ended
Sept. 30, 2013, as compared with net income of $7.92 million on
$11.91 million of total interest income for the same period last
year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $11.16 million on $30.86 million of total interest
income as compared with net income of $15.41 million on $34.70
million of total interest income for the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed
$1.08 billion in total assets, $1.10 billion in total liabilities
and a $17.63 million total stockholders' deficit.

Mark A. Keidel, 1st Mariner's chief executive officer, said, "Our
results for the third quarter were materially impacted by the
rapid and steep increase in long term treasury rates.  Like most
in the residential mortgage industry, we experienced declines in
production and a significant compression of the margins on sold
loans."

Mr. Keidel added, "We have executed on cost cutting initiatives
and will make necessary adjustments to remain competitive and
improve profitability in the changing mortgage landscape."

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

                        http://is.gd/TSs1q9

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

                        http://is.gd/HFS9Bm

                        About First Mariner

Headquartered in Baltimore, Maryland, First Mariner Bancorp
-- http://www.1stmarinerbancorp.com/-- is a bank holding company
whose business is conducted primarily through its wholly owned
operating subsidiary, First Mariner Bank, which is engaged in the
general general commercial banking business.  First Mariner was
established in 1995 and has total assets in excess of $1.3 billion
as of Dec. 31, 2010.

First Mariner disclosed net income of $16.11 million in 2012, as
compared with a net loss of $30.24 million in 2011.

Stegman & Company, in Baltimore, Maryland, 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 insufficient capital per regulatory
guidelines and has failed to reach capital levels required in the
Cease and Desist Order issued by the Federal Deposit Insurance
Corporation in September 2009.  These matters raise substantial
doubt about the Company's ability to continue as a going concern.

               Regulatory matters and capital adequacy

Various regulatory capital requirements administered by the
federal banking agencies apply to First Mariner and the Bank.
Failure to meet minimum capital requirements can initiate certain
mandatory, and possibly additional discretionary, actions by
regulators that, if undertaken, could have a direct material
effect on the Company's financial statements.  Under capital
adequacy guidelines and the regulatory framework for prompt
corrective action, the Bank must meet specific capital guidelines
that involve quantitative measures of assets, liabilities, and
certain off-balance sheet items as calculated under regulatory
accounting practices.  The Bank's capital amounts and
classification are also subject to qualitative judgments by the
regulators about components, risk weightings, and other factors.

Quantitative measures established by regulation to ensure capital
adequacy require the Bank to maintain minimum amounts and ratios
of total and Tier I capital to risk-weighted assets, and of Tier I
capital to average quarterly assets.  As of both March 31, 2013,
and Dec. 31, 2012, the Bank was "undercapitalized" under the
regulatory framework for prompt corrective action.


FIRST SECURITY: Incurs $1.4 Million Net Loss in Third Quarter
-------------------------------------------------------------
First Security Group, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $1.43 million on $8.17 million of total interest
income for the three months ended Sept. 30, 2013, as compared with
a net loss of $8.88 million on $8.97 million of total interest
income for the same period during the prior year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $12.80 million on $23.76 million of total interest
income as compared with a net loss of $21.99 million on $28.24
million of total interest income for the same period last year.

The Company's balance sheet at Sept. 30, 2013, showed $1.01
billion in total assets, $928.46 million in total liabilities and
$83.38 million in total shareholders' equity.

"The third quarter represents the first full quarter after the
April recapitalization,' said Michael Kramer, First Security's
president and chief executive officer.  "While we are pleased with
our continued improvement in our deposit mix and associated cost,
it is essential that we achieve significant improvement in loan
and revenue growth."

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

                        http://is.gd/QHhIxd

                     About First Security Group

First Security Group, Inc., is a bank holding company
headquartered in Chattanooga, Tennessee, with $1.2 billion in
assets as of Sept. 30, 2010.  Founded in 1999, First
Security's community bank subsidiary, FSGBank, N.A., has 37 full-
service banking offices, including the headquarters, along the
interstate corridors of eastern and middle Tennessee and northern
Georgia and 325 full-time equivalent employees.  In Dalton,
Georgia, FSGBank operates under the name of Dalton Whitfield Bank;
along the Interstate 40 corridor in Tennessee, FSGBank operates
under the name of Jackson Bank & Trust.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, Joseph Decosimo and Company, PLLC, in
Chattanooga, Tennessee, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has recently incurred substantial
losses.  The Company is also operating under formal supervisory
agreements with the Federal Reserve Bank of Atlanta and the Office
of the Comptroller of the Currency and is not in compliance with
all provisions of the Agreements.  Failure to achieve all of the
Agreements' requirements may lead to additional regulatory
actions.

The Company reported a net loss of $23.06 million in 2011, a net
loss of $44.34 million in 2010, and a net loss of $33.45 million
in 2009.


FOREVERGREEN WORLDWIDE: Posts $327,000 Net Income in 3rd Quarter
----------------------------------------------------------------
Forevergreen Worldwide Corporation filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing net income of $326,929 on $4.79 million of net revenues
for the three months ended Sept. 30, 2013, as compared with a net
loss of $107,585 on $3.06 million of net revenues for the same
period during the prior year.

For the nine months ended Sept. 30, 2013, the Company reported net
income of $110,090 on $11.49 million of net revenues as compared
with a net loss of $273,248 on $9.78 million of net revenues for
the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $2.72
million in total assets, $6.54 million in total liabilities and a
$3.82 million total stockholders' deficit.

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

                        http://is.gd/KYHcPR

                   About ForeverGreen Worldwide

Orem, Utah-based ForeverGreen Worldwide Corporation is a holding
company that operates through its wholly owned subsidiary,
ForeverGreen International, LLC.  The Company's product philosophy
is to develop, manufacture and market the best of science and
nature through innovative formulations as it produces and
manufactures a wide array of whole foods, nutritional supplements,
personal care products and essential oils.

Sadler, Gibb & Associates, LLC, in Salt Lake City, UT, 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 accumulated net
losses of $35,458,353 and has had negative cash flows from
operating activities during the year ended Dec. 31, 2012, of
$8,860.  These matters raise substantial doubt about the Company's
ability to continue as a going concern.


GALLUP DIOCESE: Blames Sex Abuse Scandals for Woes
--------------------------------------------------
The Roman Catholic Church of the Diocese of Gallup, a New Mexico
corporation, ("RCCDG") and the Bishop of the Diocese sought
protection under Chapter 11 of the Bankruptcy Code on Nov. 12,
2013.

Bishop James S. Wall, the sole member and a director of the RCCDG,
and the sole member and a director of the Bishop of the Roman
Catholic Church of the Diocese of Gallup, an Arizona corporation,
says RCCDG has not been immune from the sex abuse scandal that has
affected so many entities within the Catholic Church.

Formal and informal claims alleging sex abuse at the hands of
priests and other workers in the Church have been asserted
against RCCDG.  While as of Nov. 12, 2013, 13 lawsuits have been
filed against RCCDG, that number does not include claims that
have not resulted in lawsuits at this time either because: (i)
there was a settlement of the claim; (ii) the person reported an
act to RCCDG, but did not want to pursue a claim; or (iii) RCCDG
has been advised of a potential claim but no lawsuit has yet been
filed.

The United States Conference of Catholic Bishops adopted the
"Charter for the Protection of Children and Young People" in June
2002 at its meeting in Dallas.  As part of the Charter, the
Office of Child and Youth Protection was established and is
responsible for assisting dioceses in implementing the Charter to
ensure the consistent application of guidelines and procedures to
prevent sexual abuse of minors and properly deal with allegations
of misconduct.

Bishop Wall says the Diocese is committed to implementation of
the Charter and following the guidelines and procedures to
prevent sexual abuse of minors as well as dealing proactively and
diligently with allegations of misconduct, regardless of when
they are alleged to have occurred.

Within the Diocese, the Safe Environment Program emphasizes
prevention by communication to all parishioners that abuse must
be reported, requiring background checks on all adults working
with minors, and requiring each school and Parish in the Diocese
to appoint a local Director of Safe Environment to oversee the
local program and to submit an annual compliance report to the
Diocese.  In addition, all who minister with minors must
successfully complete the juvenile sexual abuse training
awareness program VIRTUS.  VIRTUS is the brand name of the
program developed and provided by the National Catholic Risk
Retention Group, Inc., and it identifies best-practices programs
designed to help prevent wrongdoing and promote "rightdoing"
within religious organizations.  Juvenile Sexual Abuse Awareness
training is also part of the curriculum for all grades in all
Catholic schools within the territory of the Diocese.

All of these programs and services provided by RCCDG are critical
and must continue to be funded and maintained so that what
happened decades ago cannot be allowed to happen again, Bishop
Wall asserts.

In addition, RCCDG provides counseling and other support services
for those who have been sexually abused by priests or other
workers in the Diocese.  These programs are also critical and
must continue to be funded and maintained so that the Diocese can
assist in meeting the critical needs of those who were abused,
Bishop Wall adds.

                         Road to Chapter 11

There are a number of lawsuits that have been filed against
RCCDG, many relating to times when RCCDG does not appear to have
any insurance.  There are other claims which are likely to result
in lawsuits in the near future.  Bishop Wall says he authorized
the filing of the Chapter 11 case because, given the limited
resources of RCCDG, he believes the best way to balance the need
to bring healing to those who were harmed by the sexual abuse --
through compensation, continuation of the critical programs to
ensure that the harm caused by those few workers in the Church
never happens again and addressing the spiritual needs of those
who were harmed -- with the continuing mission and ministry of
the Diocese is through the filing of the Chapter 11 cases.

Many of the claims relate to acts that occurred in the 1950's,
1960's and 1970's, although most are alleged to have occurred in
the 1950's and early 1960's.  At the present time, RCCDG has been
unable to find any insurance policies that would cover claims in
the early years.  In addition, for the period from October 1,
1965 to December 1, 1977, RCCDG appears to have been insured
through Home Insurance Company which was placed into receivership
some time ago.  Bishop Wall says at this time, any claims that
fall within the Home Coverage Period are covered by the New
Mexico Property and Casualty Insurance Guaranty Fund.  The New
Mexico Fund is limited in amount per claim and there may also be
other coverage issues.  Beginning in 1977, claims for abuse that
occurred after December 1, 1977 are covered by insurance through
the Catholic Mutual Group.

Bishop Wall says that through the Chapter 11 cases, it is the
intent of the Diocese to formulate a plan of reorganization that
will provide for: (a) financial compensation to those harmed; (b)
continuation of the counseling and other services that the
Diocese provides to those who have been harmed; (c) continuation
of the essential programs for the protection of children; and (d)
the continued mission and ministry of the Diocese.

It is vital that RCCDG be able to maintain funding of programs
within the Diocese which are essential to the mission and
ministry of the Diocese, as well as being able to provide for the
continuation of the programs that the Diocese has put in place to
educate and screen people working with the Diocese, the Parishes,
the schools and other programs within the geographic territory of
the Diocese, to ensure that the children in the Diocese are
protected, Bishop Wall says.

                  About the Diocese of Gallup, NM

The Diocese of Gallup, New Mexico, principally encompasses
American Indian reservations for seven tribes in northwestern New
Mexico and northeastern Arizona. It is the poorest diocese in the
U.S.

There are 38 active priests working in the Diocese and 27
permanent deacons also serve the Diocese along with five
seminarians.  The Diocese and its missions, schools and ministries
employ approximately 50 people, and a significant number of
additional people offer their services as volunteers.

The diocese sought bankruptcy protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. N.M. Case No. 13-bk-13676) on Nov. 12,
2013, in Albuquerque, New Mexico amid suits for sexual abuse
committed by priests.

The bishop previously said bankruptcy will be "the most merciful
and equitable way for the diocese to address its responsibility."

The abuse mostly occurred in the 1950s and early 1960s, the bishop
said.

The petition shows assets and debt both less than $1 million.

The Diocese of Gallup is the ninth Catholic diocese to seek
protection in Chapter 11 bankruptcy.


GALLUP DIOCESE: List of Top Unsecured Creditors
-----------------------------------------------
Roman Catholic Church of the Diocese of Gallup, New Mexico's list
of creditors holding 19 largest unsecured claims:

  Entity                       Nature of Claim      Claim Amount
  ------                       ---------------      ------------
The Roman Catholic Church of   Loan                    $200,000
the Diocese of Phoenix
Attn: Finance Department
400 East Monroe Street
Phoenix, AZ 85004
Tel: (602) 354-2190

Guest House                    Trade Debt               $35,000
1601 Joslyn Rd.
Lake Orion, MI 48360

Archdiocese of Santa Fe        Loan & Trade Debt        $29,000
4000 St. Joseph Pl, NW
Albuquerque, NM 87120

Bank of America                Credit Card              $17,767
P.O. Box 15796
Wilmington, DE 19886

St. Luke Institute             Medical Reimbursement    $15,409
8901 New Hampshire Ave.
Silver Springs, MD 20903

Redemptorist Renewal Center    Trade Debt                $9,860
7101 W. Picture Rocks Rd.
Tucson, AZ 85743

Manning & Marder               Trade Debt                $7,244
Kass, Ellrod, Ramirez LLP
801 S. Figueroa St., 15th Floor
Los Angeles, CA 90017

University of St.              Trade Debt                $7,087
Mary of the Lake
1000 E. Maple Ave.
Mundelein, IL 60060

Catholic Peoples Foundation    Rent                      $6,600
P.O. Box 369
Gallup, NM 87305

Virtus                         Trade Debt                $6,277
National Catholic Services
75 Remittance Dr., Ste. 1664
Chicago, IL 60675

Coppersmith Schermer &         Trade Debt                $4,588
Brockelman PLC
2800 N. Central Ave., Ste. 1200
Phoenix, AZ 85004

Card Services                  Credit Card               $4,272
P.O. Box 13337
Philadelphia, PA 19101

Mason & Isaacson, PA           Trade Debt                $4,235
P.O. Box 1772
Gallup, NM 87305

BlackBaud                      Trade Debt                $3,133
P.O. Box 930256
Atlanta, GA 31193

Fr. Ravi Kiran Dasari          Reimbursement             $2,725
St. Anthony Church
P.O. Box 486
Zuni, NM 87327

Publication Printers Corp      Trade Debt                $2,620
2001 S. Platte River Dr.
Denver, CO 80223

U.S. Conference of the         Trade Debt                $2,329
Catholic Bishops
P.O. Box 418082
Boston, MA 02241

Dallago Corporation            Trade Debt                $2,104
2411 E. Aztec Ave.
Gallup, NM 87301

John J. Sullivan, DDS          Medical Reimbursement     $1,697
325 W. White Mountain Blvd.
Lakeside, AZ 85929

                  About the Diocese of Gallup, NM

The Diocese of Gallup, New Mexico, principally encompasses
American Indian reservations for seven tribes in northwestern New
Mexico and northeastern Arizona. It is the poorest diocese in the
U.S.

There are 38 active priests working in the Diocese and 27
permanent deacons also serve the Diocese along with five
seminarians.  The Diocese and its missions, schools and ministries
employ approximately 50 people, and a significant number of
additional people offer their services as volunteers.

The diocese sought bankruptcy protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. N.M. Case No. 13-bk-13676) on Nov. 12,
2013, in Albuquerque, New Mexico amid suits for sexual abuse
committed by priests.

The bishop previously said bankruptcy will be "the most merciful
and equitable way for the diocese to address its responsibility."

The abuse mostly occurred in the 1950s and early 1960s, the bishop
said.

The petition shows assets and debt both less than $1 million.

The Diocese of Gallup is the ninth Catholic diocese to seek
protection in Chapter 11 bankruptcy.


GALLUP DIOCESE: Seeks to Hire Quarles & Brady as Counsel
--------------------------------------------------------
The Diocese of Gallup asked the U.S. Bankruptcy Court for the
District of New Mexico to green light the hiring of Quarles &
Brady LLP as its general restructuring counsel.

The diocese tapped the firm to help in the negotiation and
formulation of its restructuring plan, and to coordinate with
experts who may be hired by the diocese to conduct a valuation of
its assets.  The firm will also help evaluate real and personal
property issues and prosecute claims, which should be asserted by
the diocese.

Quarles & Brady will be paid for its services on an hourly basis
and will be reimbursed for work-related expenses.  The hourly
rates are:

   Professionals        Hourly Rates
   -------------        ------------
   Senior Partner           $375
   Junior Partner           $300
   Senior Associate         $250
   Junior Associate         $200
   Paralegal                $125

The firm neither holds nor represents any interest "materially
adverse" to the interest of the diocese's estate or its creditors
and is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code, according to a declaration by
Susan Boswell, Esq., a partner at Quarles & Brady.

                  About the Diocese of Gallup, NM

The Diocese of Gallup, New Mexico, principally encompasses
American Indian reservations for seven tribes in northwestern New
Mexico and northeastern Arizona. It is the poorest diocese in the
U.S.

There are 38 active priests working in the Diocese and 27
permanent deacons also serve the Diocese along with five
seminarians.  The Diocese and its missions, schools and ministries
employ approximately 50 people, and a significant number of
additional people offer their services as volunteers.

The diocese sought bankruptcy protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. N.M. Case No. 13-bk-13676) on Nov. 12,
2013, in Albuquerque, New Mexico amid suits for sexual abuse
committed by priests.

The bishop previously said bankruptcy will be "the most merciful
and equitable way for the diocese to address its responsibility."

The abuse mostly occurred in the 1950s and early 1960s, the bishop
said.

The petition shows assets and debt both less than $1 million.

The Diocese of Gallup is the ninth Catholic diocese to seek
protection in Chapter 11 bankruptcy.


GALLUP DIOCESE: Seeks to Hire Walker & Associates as Counsel
------------------------------------------------------------
The Diocese of Gallup asked for approval from the U.S. Bankruptcy
Court for the District of New Mexico to employ Walker &
Associates P.C. as its bankruptcy counsel.

The diocese tapped the Albuquerque, New Mexico-based firm to
provide legal advice in connection with its bankruptcy case,
prepare court papers, assist the diocese dispose its assets and
help in the formulation of a restructuring plan.

Walker & Associates' role is primarily as local counsel for
Quarles & Brady LLP, which serves as the lead counsel for the
Gallup diocese, according to court papers.

The firm will charge the diocese hourly rates of $250 for Thomas
Walker, Esq., and $200 for Stephanie Schaeffer, Esq., and Samuel
Roybal, Esq.  Other attorneys may work on the case at hourly
rates from $125 to $200.  Meanwhile, law clerks and paralegals
may work on the case at the rate of $75 to $105 per hour.

Walker & Associates will also receive reimbursement for work-
related expenses.

In a court filing, Mr. Walker disclosed his firm does not hold
interest adverse to the Gallup diocese and is a "disinterested
person" under section 101(14) of the Bankruptcy Code.

                  About the Diocese of Gallup, NM

The Diocese of Gallup, New Mexico, principally encompasses
American Indian reservations for seven tribes in northwestern New
Mexico and northeastern Arizona. It is the poorest diocese in the
U.S.

There are 38 active priests working in the Diocese and 27
permanent deacons also serve the Diocese along with five
seminarians.  The Diocese and its missions, schools and ministries
employ approximately 50 people, and a significant number of
additional people offer their services as volunteers.

The diocese sought bankruptcy protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. N.M. Case No. 13-bk-13676) on Nov. 12,
2013, in Albuquerque, New Mexico amid suits for sexual abuse
committed by priests.

The bishop previously said bankruptcy will be "the most merciful
and equitable way for the diocese to address its responsibility."

The abuse mostly occurred in the 1950s and early 1960s, the bishop
said.

The petition shows assets and debt both less than $1 million.

The Diocese of Gallup is the ninth Catholic diocese to seek
protection in Chapter 11 bankruptcy.


GENERAL AUTO: UST Objects to Tonkon Torp Final Fee Application
--------------------------------------------------------------
Acting U.S. Trustee for Region 18, Gail Brehm Geiger, objects to
the application for final professional compensation filed by
Tonkon Torp, LLP, on Sept. 20, 2013, Claim 34-1, and requests that
the U.S. Bankruptcy Court for the District of Oregon enter an
order: (i) disallowing fees requested by Tonkon Torp as of the
date it commenced its representation of McCall General
Investments, LLC ("MGI") in connection with the Chapter 11 case of
General Auto Building, LLC, through the date the Plan became
effective; (ii) requiring Tonkon Torp to forgo taking an interest
in Heorot Mead Hall, LLC, in exchange for fees; (iii) disallowing
fees charged to the estate for work performed for the benefit of
MGI; (iv) disallowing all fees for Tonkon Torp's defense of its
employment and fee application; and (v) for such other relief as
the Court deems appropriate.

According to the Acting U.S. Trustee, MGI through its membership
interest in Heorot has an ownership interest in substantial
insider claims.

The Acting U.S. Trustee explains: "Tonkon Torp was no longer
disinterested and held and represented interests adverse to
the estate when it: (1) represented MGI in connection with this
case, and (2) negotiated an equity interest in Heorot during the
pendency of the Chapter 11 case.  Tonkon Torp failed to make
complete or timely disclosures of its connections, fee
arrangements, and fee payments as required by the Bankruptcy Code
and Rules.  The estate should not be charged for services that
appear to have been rendered for the benefit of MGI, and Tonkon
Torp should not receive fees for defending its dual employment by
the Debtor and MGI.

"Tonkon Torp's fees should be disallowed for the period of
April 2, 2013, through Aug. 31, 2013 -- the date it began its dual
representation of the Debtor and MGI in connection with this case
through the last business day preceding the Plan's effective date.
Tonkon Torp should also be required to forgo an equity interest in
Heorot in payment of fees incurred through the Effective Date."

                    About General Auto Building

General Auto Building, LLC, filed for Chapter 11 bankruptcy
(Bankr. D. Ore. Case No. 12-31450) on March 2, 2012.  The Debtor
is an Oregon limited liability company formed in 2007 with its
principal place of business in Spokane, Washington.  It was formed
to renovate and lease its namesake commercial property located at
411 NW Park Avenue, Portland, Oregon.  As of the Petition date,
the Debtor has developed virtually all of the General Automotive
Building and has leased approximately 98% of the building's space
to retail and commercial tenants.  The Debtor continues to seek
tenants for the remaining spaces.

Judge Elizabeth L. Perris presides over the case.  Michael W.
Fletcher, Esq., Albert N. Kennedy, Esq., and Ava L. Schoen, Esq.,
at Tonkon Torp LLP, serve as the Debtor's counsel.

The Debtor has scheduled $10,010,620 in total assets and
$13,519,354 in total liabilities.

The U.S. Trustee was unable to appoint an official committee of
unsecured creditors in the case.


GGW BRANDS: Reaches IP Deal with Mantra Films Trustee
-----------------------------------------------------
Law360 reported that the bankruptcy trustee of the California
company behind the "Girls Gone Wild" video series asked the court
on Nov. 18 to approve a settlement with the Chapter 7 trustee of
Mantra Films Inc., which would favorably resolve claims that the
debtors sold videos owned by Mantra.

According to the report, the settlement comes three months after a
federal bankruptcy judge approved a settlement between casino
magnate Stephen A. Wynn and GGW trustee R. Todd Nielson, reducing
Wynn's claims against the company to $28 million.

                         About GGW Brands

Santa Monica, California-based GGW Brands, LLC, the company behind
the "Gils Gone Wild" video, filed a Chapter 11 petition (Bankr.
C.D. Cal. Case No. 13-15130) on Feb. 27, 2013.  Judge Sandra R.
Klein oversees the case.  The company is represented by the Law
Offices of Robert M. Yaspan.  The company disclosed $0 to $50,000
in estimated assets and $10 million to $50 million in estimated
liabilities in its petition.

Affiliates GGW Events LLC, GGW Direct LLC and GGW Magazine LLC
also sought Chapter 11 protection.

In April 2013, R. Todd Neilson, an ex-FBI agent, was appointed as
Chapter 11 Trustee to take over the companies.  Mr. Neilson has
investigated failed solar-power company Solyndra and was involved
in the Mike Tyson and Death Row Records bankruptcy cases.

GGW Marketing, LLC, GGW Brands' affiliate, filed a voluntary
Chapter 11 petition on May 22, 2013, before the United States
Bankruptcy Court Central District Of California (Los Angeles).
The case is assigned Case No.: 13-23452.  Martin R. Barash, Esq.,
and Matthew Heyn, Esq., at Klee, Tuchin, Bogdanoff and Stern, LLP,
in Los Angeles, California, represent GGW Marketing.


GLOBAL A&T: Lawyers Say Default Claim Lacks Force and Effect
------------------------------------------------------------
Michael Bathon, substituting for Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reports that Global A&T Electronics
Ltd.'s lawyers replied to a bondholders default notice saying the
allegation "is without force and effect," according to the Nov. 12
letter seen by Bloomberg.

New York-based law firm Kasowitz, Benson, Torres & Friedman LLP
state the default notice was "immaterial" because it didn't
represent 25 percent of the debt in question and no proof was
offered after repeated requests to identify the holders.

"Neither your Nov. 7 letter nor your prior correspondence to
Global A&T and the trustee provide any factual basis whatsoever to
support your claims," reads the letter, addressed to Lowenstein
Sandler LLP, a U.S. law firm that says it represents the original
bondholders. "As such, your purported notice of default is without
force and effect."

Global A&T received letters alleging that $502.3 million of extra
2019 senior secured notes issued to previous second-priority loan
holders resulted in defaults after a debt swap, it said in a
statement to the Singapore stock exchange last week.  The exchange
of about $543 million second-lien loans into newly issued senior
notes triggered the default, according to the Nov. 7 letter from
Lowenstein Sandler.

Josephine Lim, a Singapore-based spokeswoman for United Test &
Assembly Center Ltd., a unit of Global A&T Electronics, declined
to comment further on the correspondence on Nov. 18.

The semiconductor testing company said on Nov. 12 via its lawyer's
letter that the "notes" according to the bond indenture should
include the extra $502.3 million of securities issued in
September, as well as the $625 million of 10 percent senior
secured debentures due 2019 and issued in January.

Lowenstein Sandler said in its Nov. 7 letter that it represented
more than 25 percent of the original $625 million 10 percent
senior bonds due 2019.

Standard & Poor's put the company's B ranking on negative credit
watch, saying on Nov. 18 a downgrade of more than one level is
possible if a default is triggered. The ratings company may also
cut its grade one rank if the debt exchange is canceled, impairing
the company's ability to refinance, or if resolving the dispute
erodes liquidity.

The outlook will be changed to stable if there isn't a default, or
if the company cures the default in a timely manner while
maintaining adequate liquidity, S&P said.

Global A&T is controlled by TPG Capital LLP and Affinity Equity
Partners Ltd., which each hold 47.7 percent stakes.  Global A&T
was set up to privatize United Test & Assembly Center via a
leverage buyout led by TPG and Affinity Equity Partners in October
2007. UTAC has factories in Singapore, Taiwan, Thailand and China.


GLOBALSTAR INC: Incurs $205 Million Net Loss in Third Quarter
-------------------------------------------------------------
Globalstar, Inc., reported a net loss of $204.96 million on $22.54
million of total revenue for the three months ended Sept. 30,
2013, as compared with a net loss of $41.18 million on $20.53
million of total revenue for the same period during the prior
year.

Increased net loss was due primarily to the impact of non-cash
derivative losses driven by a significant increase in the
Company's stock price from June 30, 2013, to Sept. 30, 2013.  The
increased net loss was due also to the recognition of a non-cash
loss on extinguishment of debt of $63.6 million resulting from
transactions executed in connection with the Amended and Restated
Loan Agreement with Thermo, which was completed in July 2013 as a
condition precedent to closing the Amended and Restated COFACE
Facility.  Also contributing to the increased net loss was higher
interest expense as the amount of interest being capitalized
decreased and note conversion activity increased, in addition to
higher depreciation expense as the Company placed additional
satellites into service.

Jay Monroe, Chairman and CEO of Globalstar, commented, "The third
quarter marked a momentous time for Globalstar as the Company
achieved milestones across our operating, financial and regulatory
efforts.  In August, we placed the final satellite from our
February launch into service, completing the MSS industry?s first
second-generation Low Earth Orbit ("LEO") constellation years
ahead of the competition. This event not only physically restores
quality Duplex service but also symbolizes our perseverance in the
face of great challenges over the past few years.  We have
experienced both a material increase in network usage and the
acquisition of a growing number of new subscribers as the
combination of restored service and attractive pricing drives
increased demand. The introduction of the SPOT Global Phone helped
total Duplex equipment revenue grow 80%.  We are succeeding in
expanding MSS into the nascent consumer market.  Major Duplex data
points including ARPU, minutes of use, service revenue, equipment
revenue and gross subscriber additions are rebounding and provide
strong evidence of our future financial performance.  The FCC's
recent release of proposed new rules permitting Globalstar to
offer mobile broadband services is the culmination of a nearly
year-long effort that, once concluded, should greatly enhance
Globalstar?s future profitability while meaningfully increasing
the nation?s spectrum available for terrestrial broadband service
and reduce acute Wi-Fi congestion.  We look forward to working
through the comment cycle in collaboration with all stakeholders
to obtain a favorable FCC order."

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

                         http://is.gd/cnh9lg

                           About Globalstar

Covington, Louisiana-based Globalstar Inc. provides mobile
satellite voice and data services.  Globalstar offers these
services to commercial and recreational users in more than 120
countries around the world.  The Company's products include mobile
and fixed satellite telephones, simplex and duplex satellite data
modems and flexible service packages.

Globalstar reported a net loss of $25.1 million on $19.3 million
of revenue for the three months ended March 31, 2013, compared
with a net loss of $24.5 million on $16.7 million of revenue for
the same period last year.  The Company's balance sheet at June
30, 2013, showed $1.37 billion in total assets, $953.44 million in
total liabilities and $421.25 million in total stockholders'
equity.

The Company said in its Form 10-Q for the quarter ended March 31,
2013, "We currently lack sufficient resources to meet our existing
contractual obligations over the next 12 months.  As a result,
there is substantial doubt that we can continue as a going
concern.  In order to continue as a going concern, we must obtain
additional external financing; amend the Facility Agreement and
certain other contractual obligations; and restructure the 5.75%
Notes."


GROEB FARMS: Obtains Final Approval of $27-Mil. of DIP Loans
------------------------------------------------------------
Groeb Farms, Inc., obtained final approval from the U.S.
Bankruptcy Court for the Eastern District of Michigan, Southern
Division, to access a $27 million senior secured super-priority
revolving credit facility from HC Capital Holdings 0909A, LLC, an
affiliate of Honey Financing Company, LLC.

As reported in the Oct. 17, 2013 edition of the TCR, the DIP
Facility will be available for loans in an aggregate amount not to
exceed the maximum revolver amount of $27 million plus $3 million
of prepetition advances; provided, however, that the aggregate
maximum loan balance will not exceed (x) $30 million and (y) the
Borrowing Base plus the permitted overadvance amount at a time.
The initial interest rate under the DIP Loan Documents will be the
daily three month LIBOR plus 2.5%.  The default rate is the rate
otherwise in effect plus 3.0% per annum.

Use of cash will be in accordance with the cash flow forecast
setting forth all projected cash receipts and cash disbursements
(by line item) on a weekly basis for the 13-week period beginning
on Oct. 25, 2013.

The DIP Facility will be (i) secured, subject to the carve-out, by
a valid first priority perfected security interest in all assets
of the Debtor, and all proceeds and products of the assets, and
(ii) accorded super-priority administrative claim.

The DIP facility will mature 110 days following the closing date
under the DIP Credit Agreement.

                         About Groeb Farms

Headquartered in Onsted, Mich., Groeb Farms is one of the largest
honey packers in the nation.  For more than 30 years, the company
has provided the finest, top quality, wholesome and safe honey and
related food products to industrial and retail customers as well
as the American consumer.

The Company sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Mich. Case No. 13-58200) on Oct. 1, 2013.
Judge Walter Shapero is overseeing the case.

The Debtor is represented by Judy A. O'Neill, Esq., and John A.
Simon, Esq., at Foley & Lardner LLP, in Detroit, Michigan.  The
DIP Lender is represented by attorneys at Kirkland & Ellis LLP and
Pepper Hamilton LLP.


GROEB FARMS: Can Employ Foley & Lardner as Counsel
--------------------------------------------------
Groeb Farms, Inc., sought and obtained authority from the U.S.
Bankruptcy Court for the Eastern District of Michigan, in Detroit,
to employ Foley & Lardner LLP as general bankruptcy counsel.

The following Foley professionals, who are expected to provide
primary services to the Debtor, will be paid their customary
hourly rates:

   Lane, Patricia J.                                 $740
   Noller, Lisa                                      $680
   O'Neill, Judy A.                                  $780
   Simon, John A.                                    $635
   Dolcourt, Tamar N.                                $385
   Pinder, Jennifer H.                               $495
   Rittberg, Chrissy L.                              $450
   Northcutt, Kathleen A.                            $175

The firm will also be reimbursed for any necessary out of-pocket
expenses.

The Debtor attests that the firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.

                         About Groeb Farms

Headquartered in Onsted, Michigan, Groeb Farms is one of the
largest honey packers in the nation.  For more than 30 years, the
company has provided the finest, top quality, wholesome and safe
honey and related food products to industrial and retail customers
as well as the American consumer.

The Company sought protection under Chapter 11 of the Bankruptcy
Code on Oct. 1, 2013 (Case No. 13-58200, Bankr. E.D. Mich.).
Judge Walter Shapero is overseeing the case.  The Debtor is
represented by Judy A. O'Neill, Esq., and John A. Simon, Esq., at
Foley & Lardner LLP, in Detroit, Michigan.  Conway MacKenzie,
Inc., serves as financial advisor, while Houlihan Lokey Capital,
Inc., investment banker and also as financial advisor.  Kurtzman
Carson Consultants LLC is the Debtors' claims, noticing, and
balloting agent.

Daniel M. McDermott, United States Trustee for Region 9, has
appointed five creditors to serve on the Official Committee of
Unsecured Creditors.  The Creditors' Committee members are: Bees
Brothers, LLC, Little Bee Impex, Delta Food International Inc.,
Buoye Honey, and Citrofrut SA de CV.

HC Capital Holdings 0909A, LLC, an affiliate of Honey
Financing Company, LLC, extended $27 million senior secured super-
priority revolving credit facility to the Debtors.  The DIP Lender
is represented by Leonard Klingbaum, Esq., at Kirkland & Ellis
LLP, in New York.


GROEB FARMS: Can Tap Houlihan as Fin'l Advisor & Investment Banker
------------------------------------------------------------------
Groeb Farms, Inc. sought and obtained permission from the Hon.
Walter Shapero of the U.S. Bankruptcy Court for the Eastern
District of Michigan to employ Houlihan Lokey Capital, Inc. as
financial advisor and investment banker.

The Debtor requires Houlihan Lokey to:

   (a) conduct immediate and comprehensive due diligence on
       operations -- both historical and projected, assets,
       liabilities and corporate structure;

   (b) assess the Debtor's current strategy, business plans and
       financial projections, focusing on both near and long-term
       issues and assist in the development of alternate
       scenarios; and

   (c) review all pertinent legal documents/information to
       evaluate the rights, objectives and motivations of all
       constituents;

Subject to the Court's approval, and in accordance with Section
328(a) of the Bankruptcy Code, Houlihan Lokey will be paid under
the terms of the Engagement Letter as follows:

   (a) Monthly Fee: A cash fee equal to $50,000 per month.

   (b) Financing Transaction Fee: Upon the closing of a Financing
       Transaction, a cash fee equal to the greater of $600,000
       and the sum of (I) 2% of the gross proceeds of any
       indebtedness raised or committed that is senior to other
       indebtedness of the Debtor, secured by a first priority
       lien and unsubordinated, with respect to both lien priority
       and payment, to any other obligations of the Debtor (other
       than with respect to debtor-in-possession financing); (II)
       4% of the gross proceeds of any indebtedness raised or
       committed that is secured by a lien, other than a first
       lien, is unsecured and is subordinated; and (III) 7% of the
       gross proceeds of all equity or equity-linked securities
       including, without limitation, convertible securities and
       preferred stock placed or committed.  Houlihan Lokey will
       credit 50% of any Financing Transaction Fee payable one
       time against a subsequent or simultaneous Restructuring
       Transaction Fee or Sale Transaction Fee.

   (c) Restructuring Transaction Fee: Upon the earlier to occur
       of (I) in the case of an out-of-court Restructuring
       Transaction, the closing of such Restructuring Transaction;
       and (II) in the case of an in-court Restructuring
       Transaction, the effective date of a confirmed plan under
       the Bankruptcy Code, a cash fee of $750,000.

   (d) Sale Transaction Fee: Upon the closing of each Sale
       Transaction, a cash fee based upon Aggregate Gross
       Consideration, calculated as follows: For AGC up to $30
       million: $750,000, plus For AGC in excess of $30 million:
       4.5% of such incremental AGC.

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

Prior to the Petition Date, pursuant to the terms of the
Engagement Letter, Houlihan Lokey received (i) $150,000 in Monthly
Fees, and (ii) reimbursement of $8,100.38 for reasonable out-of-
pocket expenses.  In addition, prior to the Petition Date,
Houlihan Lokey received $5,000 as an expense retainer, to cover
any miscellaneous expenses that were incurred prior to the
Petition Date; the balance of this amount, if any, will be applied
toward post-petition fees and expenses that may become owed to
Houlihan Lokey by the Debtor.

Andrew Turnbull, managing director of Houlihan Lokey, attest
that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy.

                         About Groeb Farms

Headquartered in Onsted, Mich., Groeb Farms is one of the largest
honey packers in the nation.  For more than 30 years, the company
has provided the finest, top quality, wholesome and safe honey and
related food products to industrial and retail customers as well
as the American consumer.

The Company sought protection under Chapter 11 of the Bankruptcy
Code on Oct. 1, 2013 (Case No. 13-58200, Bankr. E.D. Mich.).
Judge Walter Shapero is overseeing the case.  The Debtor is
represented by Judy A. O'Neill, Esq., and John A. Simon, Esq., at
Foley & Lardner LLP, in Detroit, Michigan.  Conway MacKenzie,
Inc., serves as financial advisor, while Houlihan Lokey Capital,
Inc., investment banker and also as financial advisor.  Kurtzman
Carson Consultants LLC is the Debtors' claims, noticing, and
balloting agent.

Daniel M. McDermott, United States Trustee for Region 9, has
appointed five creditors to serve on the Official Committee of
Unsecured Creditors.  The Creditors' Committee members are: Bees
Brothers, LLC, Little Bee Impex, Delta Food International Inc.,
Buoye Honey, and Citrofrut SA de CV.

HC Capital Holdings 0909A, LLC, an affiliate of Honey
Financing Company, LLC, extended $27 million senior secured super-
priority revolving credit facility to the Debtors.  The DIP Lender
is represented by Leonard Klingbaum, Esq., at KIRKLAND & ELLIS
LLP, in New York.


GUIDED THERAPEUTICS: Incurs $1.4 Million Net Loss in 3rd Quarter
----------------------------------------------------------------
Guided Therapeutics, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $1.43 million on $86,000 of contract and grant
revenue for the three months ended Sept. 30, 2013, as compared
with a net loss of $986,000 on $693,000 of contract and grant
revenue for the same period a year ago.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $5 million on $474,000 of contract and grant revenue
as compared with a net loss of $3.16 million on $2.32 million of
contract and grant revenue for the same period during the prior
year.

The Company's balance sheet at Sept. 30, 2013, showed $2.93
million in total assets, $2.40 million in total liabilities and
$522,000 in total stockholders' equity.

                         Bankruptcy Warning

"Management may obtain additional funds through the private sale
of preferred stock or debt securities, public and private sales of
common stock, funding from collaborative arrangements, and grants,
if available, and believes that such financing will be sufficient
to support planned operations through the second quarter of 2014.
If sufficient capital cannot be raised by the end of the second
quarter of 2014, the Company has plans to curtail operations by
reducing discretionary spending and staffing levels, and
attempting to operate by only pursuing activities for which it has
external financial support, such additional NCI, NHI or other
grant funding.  However, there can be no assurance that such
external financial support will be sufficient to maintain even
limited operations or that the Company will be able to raise
additional funds on acceptable terms, or at all.  In such a case,
the Company might be required to enter into unfavorable agreements
or, if that is not possible, be unable to continue operations, and
to the extent practicable, liquidate and/or file for bankruptcy
protection."

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

                        http://is.gd/TOteU7

                     About Guided Therapeutics

Guided Therapeutics, Inc. (OTC BB and OTC QB: GTHP)
-- http://www.guidedinc.com/-- is developing a rapid and painless
test for the early detection of disease that leads to cervical
cancer.  The technology is designed to provide an objective result
at the point of care, thereby improving the management of cervical
disease.  Unlike Pap and HPV tests, the device does not require a
painful tissue sample and results are known immediately.  GT has
also entered into a partnership with Konica Minolta Opto to
develop a non-invasive test for Barrett's Esophagus using the
LightTouch technology platform.

Guided Therapeutics disclosed a net loss of $4.35 million on $3.33
million of contract and grant revenue for the year ended Dec. 31,
2012, as compared with a net loss of $6.64 million on $3.59
million of contract and grant revenue in 2011.

UHY LLP, in Sterling Heights, Michigan, issued a "going concern"
qualification on the Company's consolidated financial statements
for the year ended Dec. 31, 2012, citing recurring losses from
operations and accumulated deficit that raise substantial doubt
about its ability to continue as a going concern.


HOSPITALITY STAFFING: Gets Approval for $7-Mil. DIP Loan
--------------------------------------------------------
Law360 reported that a Delaware bankruptcy judge on Nov. 19 gave
Hospitality Staffing Solutions Group LLC the final nod for a $7
million debtor-in-possession package from its prospective private
equity buyer, overruling an objection that the loan was too
expensive.

According to the report, at a hearing in Wilmington, U.S.
Bankruptcy Judge Brendan L. Shannon blessed the DIP loan furnished
by stalking horse bidder Littlejohn & Co. LLC, rejecting a
creditor's argument that HSS was being made to pay fees for money
it didn't need.

               About Hospitality Staffing Solutions

Hospitality Staffing Solutions, LLC (HSS) --
http://www.hssstaffing.com-- is a hospitality staffing company.
Established in 1990, the company's team of hotel industry experts
works with 4 and 5 star properties in 35 states and 62 markets
across the country.

Hospitality Staffing Solutions and various affiliates filed
voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No.
13-12740) on Oct. 24, 2013, to facilitate a sale of the business
to HS Solutions Corporation, an entity formed by LJC Investments
I, LLC and a group of investors including Littlejohn Opportunities
Master Fund, L.P., Caymus Equity Partners and Management, and SG
Distressed Debt Fund LP.  The investor group acquired $22.9
million of the Company's secured bank debt on Oct. 11.  That debt
is in default.

The sale transaction is subject to higher and better offers.

The Chapter 11 cases are before Judge Brendan Linehan Shannon.
The Debtors are represented by Mark Minuti, Esq., at Saul Ewing
LLP, in Wilmington, Delaware; and Jeffrey C. Hampton, Esq.,
Monique Bair DiSabatino, Esq., and Ryan B. White, Esq., at Saul
Ewing LLP, in Philadelphia, Pennsylvania.  The Debtors' financial
advisor is Conway Mackenzie, Inc., and their investment banker is
Duff & Phelps Corp.  Epiq Systems, Inc., is the Debtors' claims
and noticing agent.

The investor group is providing DIP financing.  They are
represented by Scott K. Charles, Esq., and Neil M. Snyder, Esq.,
at Wachtell, Lipton, Rosen & Katz, in New York; and Derek C.
Abbott, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in
Wilmington, Delaware.


IMH FINANCIAL: Incurs $8.2 Million Net Loss in Third Quarter
------------------------------------------------------------
IMH Financial Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $8.18 million on $6.72 million of total revenue for
the three months ended Sept. 30, 2013, as compared with a net loss
of $8.18 million on $1.05 million of total revenue for the same
period a year ago.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $15.47 million on $13.68 million of total revenue as
compared with a net loss of $22.22 million on $3.64 million of
total revenue for the same period last year.

The Company's balance sheet at Sept. 30, 2012, showed $249.77
million in total assets, $133.13 million in total liabilities and
$116.63 million in total stockholders' equity.

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

                        http://is.gd/AZy4T0

                        About IMH Financial

Scottsdale, Ariz.-based IMH Financial Corporation was formed from
the conversion of IMH Secured Loan Fund, LLC, or the Fund, a
Delaware limited liability company, on June 18, 2010.  The
conversion was effected following a consent solicitation process
pursuant to which approval was obtained from a majority of the
members of the Fund to effect the Conversion Transactions and
involved (i) the conversion of the Fund from a Delaware limited
liability company into a Delaware corporation named IMH Financial
Corporation, and (ii) the acquisition by the Company of all of the
outstanding shares of the manager of the Fund Investors Mortgage
Holdings Inc., or the Manager, as well as all of the outstanding
membership interests of a related entity, IMH Holdings LLC, or
Holdings on June 18, 2010.

The Company is a commercial real estate lender based in the
southwest United States with over 12 years of experience in many
facets of the real estate investment process, including
origination, underwriting, documentation, servicing, construction,
enforcement, development, marketing, and disposition.  The Company
focuses on a niche segment of the real estate market that it
believes is underserved by community, regional and national banks:
high yield, short-term, senior secured real estate mortgage loans.
The intense level of underwriting analysis required in this
segment necessitates personnel and expertise that many community
banks lack, yet the requisite localized market knowledge of the
underwriting process and the size of the loans the Company seeks
often precludes the regional and community banks from efficiently
entering this market.

IMH Financial disclosed a net loss of $32.19 million in 2012, a
net loss of $35.19 million in 2011, and a net loss of $117.04
million in 2010.


INDEPENDENCE TAX II: Incurs $131,000 Net Loss in Sept. 30 Qtr.
--------------------------------------------------------------
Independence Tax Credit Plus L.P. II filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing a net loss of $131,187 on $217,674 of total
revenues for the three months ended Sept. 30, 2013, as compared
with a net loss of $192,127 on $205,438 of total revenues for the
same period last year.

For the six months ended Sept. 30, 2013, the Company reported a
net loss of $240,443 on $431,115 of total revenues as compared
with net income of $14.62 million on $404,045 of total revenues
for the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $2.81
million in total assets, $16.19 million in total liabilities and a
$13.38 million total partners' deficit.

"At September 30, 2013, the Partnership's liabilities exceeded
assets by $13,380,722 and for the six months ended September 30,
2013, the Partnership had net loss of ($240,443).  These factors
raise substantial doubt about the Partnership'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/0SSbMh

            About Independence Tax Credit Plus L.P. II

Based in New York, Independence Tax Credit Plus L.P. II was
organized on Feb. 11, 1992, and commenced its public offering on
Jan. 19, 1993.  The general partner of the Partnership is Related
Independence Associates L.P., a Delaware limited partnership.  The
general partner of Related Independence Associates L.P. is Related
Independence Associates Inc., a Delaware Corporation.  The
ultimate parent of Related Independence Associates L.P. is
Centerline Holding Company.

The Partnership's business is primarily to invest in other
partnerships owning leveraged apartment complexes that are
eligible for the low-income housing tax credit enacted in the Tax
Reform Act of 1986, some of which may also be eligible for the
historic rehabilitation tax credit.

The Partnership is in the process of developing a plan to dispose
of all of its investments.


INTELSAT JACKSON: S&P Rates Proposed $1.75BB Sr. Sec. Loan 'BB-'
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating and '1' recovery rating to Intelsat Jackson Holdings S.A.'s
(Intelsat Jackson) proposed $1.75 billion senior secured term loan
B-2 due 2019 and proposed $500 million revolving credit facility
due 2017.  The '1' recovery rating indicates S&P's expectation for
very high (90% to 100%) recovery for lenders in the event of a
payment default.

S&P expects the company to use net proceeds from the proposed term
loan B-2 to refinance a portion of its existing senior secured
term loan due 2018, of which approximately $3.2 billion was
outstanding as of Sept. 30, 2013.  As a result, the proposed
transaction will modestly extend debt maturities and reduce annual
interest expense assuming lower interest rate spreads.

S&P's 'B' corporate credit rating and stable outlook on parent
Luxembourg-based fixed satellite service provider Intelsat S.A.
(formerly known as Intelsat Global Holdings S.A.) are not
immediately affected by the proposed transaction, though S&P views
it as a credit positive that follows a series of refinancings and
debt repayments in 2013 that will benefit free operating cash flow
generation over the next few years.

RATINGS LIST

Intelsat S.A.
Corporate Credit Rating                      B/Stable/--

New Rating

Intelsat Jackson Holdings S.A.
Senior Secured
$1.75 bil. term loan B-2 due 2019             BB-
  Recovery Rating                              1
$500 mil. revolving credit facility due 2017   BB-
  Recovery Rating                              1


INT'L COMMERCIAL TV: Posts $100,500 Net Income in Third Quarter
--------------------------------------------------------------
International Commercial Television Inc. filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing net income of $100,508 on $8.30 million of net
sales for the three months ended Sept. 30, 2013, as compared with
a net loss of $217,200 on $6.28 million of net sales for the same
period during the prior year.

For the nine months ended Sept. 30, 2013, the Company reported net
income of $1.91 million on $31.15 million of net sales as compared
with a net loss of $126,334 on $12.78 million of net sales for the
same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $4.83
million in total assets, $2.87 million in total liabilities and
$1.96 million in total shareholders' equity.

Richard Ransom, president and chief financial officer, stated, "I
am pleased to be reporting ICTV's third consecutive profitable
quarter.  Through the first nine months of 2013, the Company has
already surpassed revenue and earnings for all of 2012.  In
addition, our working capital is the highest it's been in the last
several years.  We are excited about the impact of our new
products under development and are confident the strong momentum
over the past nine months will continue."

                        Bankruptcy Warning

"There is no guarantee that the Company will be successful in
bringing our products into the traditional retail environment.  If
the Company is unsuccessful in achieving this goal, the Company
will be required to raise additional capital to meet its working
capital needs.  If the Company is unsuccessful in completing
additional financings, it will not be able to meet its working
capital needs or execute its business plan.  In such case the
Company will assess all available alternatives including a sale of
its assets or merger, the suspension of operations and possibly
liquidation, auction, bankruptcy, or other measures.  These
conditions in conjunction with the Company's historical net
operating losses and accumulated deficit raise substantial doubt
about the Company's ability to continue as a going concern," the
Company said in the Quarterly Report.

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

                        http://is.gd/MxROmA

                  About International Commercial

Wayne, Pa.-based International Commercial Television Inc. sells
various consumer products.  The products are primarily marketed
and sold throughout the United States and internationally via
infomercials.

International Commercial disclosed a net loss of $550,448 on
$22.92 million of net sales for the year ended Dec. 31, 2012, as
compared with a net loss of $485,892 on $3.10 million of net sales
in 2011.

EisnerAmper, LLP, in Edison, 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's recurring losses from operations raise substantial
doubt about its ability to continue as a going concern.


IRONSTONE GROUP: Incurs $48,000 Net Loss in Third Quarter
---------------------------------------------------------
Inronstone Group, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $47,913 for the three months ended Sept. 30, 2013,
as compared with a net loss of $46,285 for the same period during
the prior year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $140,954 as compared with a net loss of $102,148 for
the same period last year.

The Company's balance sheet at Sept. 30, 2013, showed $1.10
million in total assets, $1.59 million in total liabilities and a
$488,769 total stockholders' deficit.

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

                        http://is.gd/KNmwFF

                       About Ironstone Group

San Francisco, Calif.-based Ironstone Group, Inc., and
subsidiaries have no operations but are seeking appropriate
business combination opportunities.

Madsen & Associates CPA's, Inc., in Murray, Utah, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company does not have the necessary working capital for
its planned activity, which raises substantial doubt about its
ability to continue as a going concern.


ISTAR FINANCIAL: Moody's Rates $175MM Convertible Notes 'B3'
------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to iStar
Financial's $175 million 1.5% unsecured convertible notes due
November 2016. At the same time, Moody's affirmed iStar
Financial's February 2013 senior secured credit facilities at B1,
March 2013 senior secured credit facility Tranche A-2 at B1,
corporate family rating at B2, senior unsecured debt rating at B3
and preferred stock rating at Caa2. The rating outlook is
positive.

Ratings Rationale:

The rating is supported by iStar's strengthened credit profile and
efforts to re-establish and grow its real estate finance business.
Leverage (debt as a percentage of total equity, accumulated
depreciation and general loan loss reserves) has improved to 2.3X
as of 3Q13 versus 2.9X at 3Q12. SFI has also made significant
progress in extending its debt maturity schedule and its liquidity
profile is solid over the near term. After repaying virtually all
of its 2014 debt maturities, the REIT has only $105 million
maturing through 2015. Moody's notes that iStar has successfully
tapped the capital markets, raising approximately $1.5 billion in
unsecured debt, convertible debt and preferred stock since the
4Q12. Offsetting these strengths are weak earnings metrics.
Specifically, fixed charge coverage remains below 1.0X. Moody's
expects that fixed charge coverage will improve in 2014 as non-
performing loans continue to decrease and iStar's operating
properties slowly stabilize.

The positive rating outlook reflects iStar's strengthened credit
metrics with the expectation that fixed charge coverage will grow
to 1.1X in 2014. The outlook also reflects Moody's expectation
that iStar will successfully grow its real estate finance
business, maintain adequate liquidity and continue to stabilize
its existing operating portfolio. Moreover, Moody's expects SFI to
operate with leverage in the 2.0x to 2.5x range over the
intermediate term and that SFI will continue to successfully tap
the capital markets to address its funding needs.

Moody's indicated that an upgrade would be predicated on fixed
charge coverage of over 1.1X (on a sustained basis), positive
momentum in its re-established lending program, good liquidity
coverage with demonstrated access to multiple capital markets and
continued declines in non-performing assets.

A return to stable outlook could occur if resolutions to its non-
performing assets stall, fixed charge coverage remains at or below
1.0X on a sustained basis, and stabilizing its operating portfolio
proves to be challenging. In addition, should SFI's lending
program fail to gain reasonable traction (accounting for market
conditions), the outlook could be returned to stable.

Negative rating pressure could result should the REIT fail to
achieve resolutions of its non-performing assets at or above the
current carrying value and fixed charge coverage remaining below
1.0X. Any liquidity challenges or covenant breaches could lead to
a downgrade.

The following rating was assigned with a positive outlook:

  iStar Financial, Inc. -- $175 million 1.5% unsecured convertible
  senior notes

The following ratings were affirmed with a positive outlook:

  iStar Financial Inc. -- February 2013 senior secured credit
  facility at B1, March 2012 senior secured credit facility
  Tranche A-2 at B1; corporate family rating at B2; senior
  unsecured debt at B3; senior debt shelf at (P) B3; subordinated
  debt shelf at (P)Caa2; preferred stock at Caa2; and preferred
  stock shelf at (P)Caa2.

Moody's last rating action with respect to iStar Financial Inc.
was on on July 11, 2013 when Moody's affirmed iStar Financial's
February 2013 senior secured credit facility at B1, March 2012
senior secured credit facility Tranche A-1 at Ba3 and Tranche A-2
at B1, corporate family rating at B2, senior unsecured debt rating
at B3 and preferred stock rating at Caa2. The rating outlook was
revised to positive from stable.

iStar Financial, Inc.'s ratings were assigned by evaluating
factors that Moody's considers relevant to the credit profile of
the issuer, such as the company's (i) business risk and
competitive position compared with others within the industry;
(ii) capital structure and financial risk; (iii) projected
performance over the near to intermediate term; and (iv)
management's track record and tolerance for risk. Moody's compared
these attributes against other issuers both within and outside
iStar Financial, Inc.'s core industry and believes iStar
Financial, Inc.'s ratings are comparable to those of other issuers
with similar credit risk.

iStar Financial Inc. [NYSE: SFI] is a finance and investment
company focused on the commercial real estate industry. iStar
provides custom-tailored investment capital to high-end private
and corporate owners of real estate and invests directly across a
range of real estate sectors. iStar Financial, which is taxed as a
REIT, is headquartered in New York City, and had total assets of
$5.8 billion as of September 30, 2013.


J.C. PENNEY: Loss Widens as Sales Fall
--------------------------------------
Tess Stynes, writing for The Wall Street Journal, reported that
J.C. Penney Co. said its fiscal third-quarter loss widened as the
department-store retailer's sales and margins weakened and the
bottom line took a tax hit.  However, shares rose in recent
premarket trading as investors nonetheless were encouraged by the
progress that the retailer said it has made in recent months.

According to the report, J.C. Penney is struggling to turn itself
around after former chief executive Ron Johnson's failed effort to
remake the retailer by doing away with promotions and eliminating
in-house brands.

The company recently reported its same-store sales rose in October
-- the company's first monthly same-store sales increase since
December 2011 and a potential sign that its turnaround strategy is
making some progress, the report related.  Chief Executive Myron
Ullman reiterated on Nov. 20 that the company expects to report
positive same-store for the fourth quarter.

"Our strategies to reconnect with customers are beginning to take
hold, and this became increasingly clear as the quarter
progressed," Mr. Ullman said, the report cited. "We are proud of
the company's October sales performance, encouraged by the early
weeks of November, and believe we are making strides toward a path
to long-term profitable growth."

Investors were expected to be watching for signs of whether the
recently improved sales trends can be sustained, as well as the
rate Penney is burning through cash and its outlook for the
critical holiday-sales season, the report further related.

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

                          *     *     *

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


JEFFERSON COUNTY, AL: Seeks Approval to End Two-Year-Old Ch. 9
--------------------------------------------------------------
Michael Bathon, substituting for Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reports that Jefferson County,
Alabama, is set to ask a federal judge to end its two-year-old
bankruptcy by approving $1.5 billion in creditor concessions, the
first time since the Great Depression a U.S. municipality has
imposed principal losses on bondholders.

According to the report, after battling in court for about 20
months, creditors owed $2.7 billion settled with the county in
June by agreeing to accept less. A rise in interest rates forced
more concessions, which were announced last month.

U.S. Bankruptcy Judge Thomas Bennett on Nov. 19 in Birmingham will
consider approving the settlement and the bankruptcy exit plan,
which also imposes several years' worth of rate increases on sewer
users.

The $4.2 billion bankruptcy, filed Nov. 11, 2011, was the largest
by a U.S. city or county until it was overtaken in July by
Detroit's $18 billion case. The county of 660,000 residents is
home to Birmingham, Alabama's most populous city.

As part of the June deal, New York-based JPMorgan Chase & Co.
agreed to forgive about $842 million of the $1.22 billion the
county owes it. Last month, the bank made $100 million in
additional concessions to help close a $300 million shortfall
caused by the rise in municipal interest rates.

Other creditors, including bond insurers and a group of hedge
funds, also agreed to take less than they were owed.

The last major opposition to the plan comes from two groups of
lawyers fighting to save the lawsuits they filed on behalf of
plaintiffs including sewer ratepayers. The lawyers asked Bennett
to reject the plan so they can continue to sue JPMorgan and others
behind the sewer debt.

Rejecting the plan would blow up the settlement, because the
county agreed to halt those lawsuits in return for a reduction in
principal on the $3 billion in sewer debt. Under the settlement,
the sewer debt will drop to $1.98 billion with plan approval.

The county raised yields on some junk-rated junior bonds to
attract enough institutional investors to complete a sale of $1.8
billion of sewer debt as part of the plan to emerge from
bankruptcy. Jefferson increased yields on subordinated debt
maturing in 2051 by about 0.2 percentage point to 6.7 percent,
according to investors familiar with the offering who requested
anonymity because pricing wasn't final.

"Despite the challenges, all of the county's new sewer warrants
have been purchased by the underwriters," county commission
President David Carrington said by e-mail.

                     About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.

Jefferson County filed a bankruptcy petition under Chapter 9
(Bankr. N.D. Ala. Case No. 11-05736) on Nov. 9, 2011, after an
agreement among elected officials and investors to refinance
$3.1 billion in sewer bonds fell apart.

John S. Young Jr. LLC was appointed as receiver by Alabama Circuit
Court Judge Albert Johnson in September 2010.

Jefferson County's bankruptcy represents the largest municipal
debt adjustment of all time.  The county said that long-term debt
is $4.23 billion, including about $3.1 billion in defaulted sewer
bonds where the debt holders can look only to the sewer system for
payment.

The county said it would use the bankruptcy court to put a value
on the sewer system, in the process fixing the amount bondholders
should be paid through Chapter 9.

Judge Thomas B. Bennett presides over the Chapter 9 case.  Lawyers
at Bradley Arant Boult Cummings LLP and Klee, Tuchin, Bogdanoff &
Stern LLP, led by Kenneth Klee, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC serves as claims and noticing
agent.  Jefferson estimated more than $1 billion in assets.  The
petition was signed by David Carrington, president.

The bankruptcy judge in January 2012 ruled that the state court-
appointed receiver for the sewer system largely lost control as a
result of the bankruptcy. Before deciding whether Jefferson County
is eligible for Chapter 9, the bankruptcy judge will allow the
Alabama Supreme Court to decide whether sewer warrants are the
equivalent of "funding or refunding bonds" required under state
law before a municipality can be in bankruptcy.

U.S. District Judge Thomas B. Bennett ruled in March 2012 that
Jefferson County is eligible under state law to pursue a debt
restructuring under Chapter 9.  Holders of more than $3 billion in
defaulted sewer debt had challenged the county's right to be in
Chapter 9.

In June 2013, the county reached settlement with holders of
78 percent of the $3.1 billion in sewer debt at the core of the
county's financial problems.  The bondholders will be paid
$1.84 billion through a refinancing, according to a term sheet.
The settlement calls for JPMorgan Chase & Co., the owner of
$1.22 billion in bonds, to make the largest concessions so other
bondholder will recover more.

On June 30, 2013, Jefferson County filed a Chapter 9 plan of debt
adjustment.  Pursuant to the Plan, sewer bondholders will receive
65 percent in cash.  If they elect to waive claims against
JPMorgan and bond insurers, they receive 80 percent in cash.
Bondholders supporting the plan already agreed to waive claims and
receive the larger recovery.  Existing sewer bonds will be
canceled in exchange for payments under the plan.  The county will
fund plan distributions by selling new sewer bonds calculated to
generate $1.96 billion to cover the $1.84 billion earmarked for
existing sewer bondholders.  JPMorgan has agreed to waive $842
million of the sewer debt and a $657 million swap debt, resulting
in an 88 percent overall write off by JPMorgan.  To finance the
new sewer bonds, there will be 7.4 percent in rate increases for
sewer customers in each of the first four years.  In later years,
rate increases will be 3.5 percent.


JEFFERSON COUNTY, AL: May Create a Template for Struggling Munis
----------------------------------------------------------------
Mary Williams Walsh, writing for The New York Times' DealBook,
reported that Jefferson County, Ala., which just became the first
municipality to tap the public bond markets while bankrupt, will
go to court on Nov. 20 to seek approval for its plan to exit
bankruptcy by the end of this year.  But there is a catch: Even if
Jefferson County does emerge from bankruptcy soon, it will not
fully sever its ties to the Federal Bankruptcy Court in Birmingham
for 40 more years.

According to the report, the county's unusual exit plan, which
could offer a possible template for other bankrupt municipalities,
calls for the court to retain jurisdiction for the life of $1.8
billion in sewer-revenue debt that it sold over the last few days.
If the county falters at some point, even decades from now, the
bankruptcy court is supposed to have the power to enforce rate
increases to produce the cash needed to pay back the $1.8 billion
on schedule, with interest.

For now, the new mechanism appears to have helped Jefferson
County, which includes the city of Birmingham, Ala., solve the
problem of how to win back lenders after a big default, the report
related.  Municipalities typically go to great lengths to avoid
defaulting out of fear that the stigma will ruin their credit for
many years.

"To sell new bonds while you're in default on the old bonds, it
really hasn't happened before," said Matt Fabian, a managing
director at Municipal Market Advisors, the report cited.  "Without
the assumption of court protection, the financing would have been
more difficult, if not impossible."

He said that Jefferson County was demonstrating a new source of
financing that other municipalities might use to resolve
bankruptcies: future rate increases or tax increases, the report
further related.  "It's not just cram-downs on creditors, or
terminations of employees' contracts," he said, citing the bitter
medicine typically used in municipal bankruptcy.

                     About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.

Jefferson County filed a bankruptcy petition under Chapter 9
(Bankr. N.D. Ala. Case No. 11-05736) on Nov. 9, 2011, after an
agreement among elected officials and investors to refinance
$3.1 billion in sewer bonds fell apart.

John S. Young Jr. LLC was appointed as receiver by Alabama Circuit
Court Judge Albert Johnson in September 2010.

Jefferson County's bankruptcy represents the largest municipal
debt adjustment of all time.  The county said that long-term debt
is $4.23 billion, including about $3.1 billion in defaulted sewer
bonds where the debt holders can look only to the sewer system for
payment.

The county said it would use the bankruptcy court to put a value
on the sewer system, in the process fixing the amount bondholders
should be paid through Chapter 9.

Judge Thomas B. Bennett presides over the Chapter 9 case.  Lawyers
at Bradley Arant Boult Cummings LLP and Klee, Tuchin, Bogdanoff &
Stern LLP, led by Kenneth Klee, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC serves as claims and noticing
agent.  Jefferson estimated more than $1 billion in assets.  The
petition was signed by David Carrington, president.

The bankruptcy judge in January 2012 ruled that the state court-
appointed receiver for the sewer system largely lost control as a
result of the bankruptcy. Before deciding whether Jefferson County
is eligible for Chapter 9, the bankruptcy judge will allow the
Alabama Supreme Court to decide whether sewer warrants are the
equivalent of "funding or refunding bonds" required under state
law before a municipality can be in bankruptcy.

U.S. District Judge Thomas B. Bennett ruled in March 2012 that
Jefferson County is eligible under state law to pursue a debt
restructuring under Chapter 9.  Holders of more than $3 billion in
defaulted sewer debt had challenged the county's right to be in
Chapter 9.

In June 2013, the county reached settlement with holders of
78 percent of the $3.1 billion in sewer debt at the core of the
county's financial problems.  The bondholders will be paid
$1.84 billion through a refinancing, according to a term sheet.
The settlement calls for JPMorgan Chase & Co., the owner of
$1.22 billion in bonds, to make the largest concessions so other
bondholder will recover more.

On June 30, 2013, Jefferson County filed a Chapter 9 plan of debt
adjustment.  Pursuant to the Plan, sewer bondholders will receive
65 percent in cash.  If they elect to waive claims against
JPMorgan and bond insurers, they receive 80 percent in cash.
Bondholders supporting the plan already agreed to waive claims and
receive the larger recovery.  Existing sewer bonds will be
canceled in exchange for payments under the plan.  The county will
fund plan distributions by selling new sewer bonds calculated to
generate $1.96 billion to cover the $1.84 billion earmarked for
existing sewer bondholders.  JPMorgan has agreed to waive $842
million of the sewer debt and a $657 million swap debt, resulting
in an 88 percent overall write off by JPMorgan.  To finance the
new sewer bonds, there will be 7.4 percent in rate increases for
sewer customers in each of the first four years.  In later years,
rate increases will be 3.5 percent.


JEFFERSON COUNTY, AL: Raises Rate on Part of $1.8B Bond Sale
------------------------------------------------------------
Mike Cherney and Al Yoon, writing for Daily Bankruptcy Review,
reported that Jefferson County, Ala., increased the interest rate
on a portion of a $1.8 billion sewer-debt sale that is part of a
plan to enable the cash-strapped county to exit bankruptcy.

                     About Jefferson County

Jefferson County has its seat in Birmingham, Alabama.  It has a
population of 660,000.

Jefferson County filed a bankruptcy petition under Chapter 9
(Bankr. N.D. Ala. Case No. 11-05736) on Nov. 9, 2011, after an
agreement among elected officials and investors to refinance
$3.1 billion in sewer bonds fell apart.

John S. Young Jr. LLC was appointed as receiver by Alabama Circuit
Court Judge Albert Johnson in September 2010.

Jefferson County's bankruptcy represents the largest municipal
debt adjustment of all time.  The county said that long-term debt
is $4.23 billion, including about $3.1 billion in defaulted sewer
bonds where the debt holders can look only to the sewer system for
payment.

The county said it would use the bankruptcy court to put a value
on the sewer system, in the process fixing the amount bondholders
should be paid through Chapter 9.

Judge Thomas B. Bennett presides over the Chapter 9 case.  Lawyers
at Bradley Arant Boult Cummings LLP and Klee, Tuchin, Bogdanoff &
Stern LLP, led by Kenneth Klee, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC serves as claims and noticing
agent.  Jefferson estimated more than $1 billion in assets.  The
petition was signed by David Carrington, president.

The bankruptcy judge in January 2012 ruled that the state court-
appointed receiver for the sewer system largely lost control as a
result of the bankruptcy. Before deciding whether Jefferson County
is eligible for Chapter 9, the bankruptcy judge will allow the
Alabama Supreme Court to decide whether sewer warrants are the
equivalent of "funding or refunding bonds" required under state
law before a municipality can be in bankruptcy.

U.S. District Judge Thomas B. Bennett ruled in March 2012 that
Jefferson County is eligible under state law to pursue a debt
restructuring under Chapter 9.  Holders of more than $3 billion in
defaulted sewer debt had challenged the county's right to be in
Chapter 9.

In June 2013, the county reached settlement with holders of
78 percent of the $3.1 billion in sewer debt at the core of the
county's financial problems.  The bondholders will be paid
$1.84 billion through a refinancing, according to a term sheet.
The settlement calls for JPMorgan Chase & Co., the owner of
$1.22 billion in bonds, to make the largest concessions so other
bondholder will recover more.

On June 30, 2013, Jefferson County filed a Chapter 9 plan of debt
adjustment.  Pursuant to the Plan, sewer bondholders will receive
65 percent in cash.  If they elect to waive claims against
JPMorgan and bond insurers, they receive 80 percent in cash.
Bondholders supporting the plan already agreed to waive claims and
receive the larger recovery.  Existing sewer bonds will be
canceled in exchange for payments under the plan.  The county will
fund plan distributions by selling new sewer bonds calculated to
generate $1.96 billion to cover the $1.84 billion earmarked for
existing sewer bondholders.  JPMorgan has agreed to waive $842
million of the sewer debt and a $657 million swap debt, resulting
in an 88 percent overall write off by JPMorgan.  To finance the
new sewer bonds, there will be 7.4 percent in rate increases for
sewer customers in each of the first four years.  In later years,
rate increases will be 3.5 percent.


KEOWEE FALLS: Chapter 11 Reorganization Case Closed
---------------------------------------------------
The U.S. Bankruptcy Court for the District of South Carolina on
Oct. 30 entered a final decree closing the Chapter 11 case of
Keowee Falls Investment Group, LLC.  The Court also directed the
Debtor to pay all quarterly fees due and owing the U.S. Trustee.

As reported in the Troubled Company Reporter on Oct. 4, 2013,
R. Geoffrey Levy, Esq., at Levy Law Firm, on behalf of the Debtor,
filed a report of substantial consummation of the Plan of
Reorganization, which was confirmed March 15.  Mr. Levy also told
the Court that the estate is fully administered.

As reported in the TCR on March 22, 2013, according to the
confirmed Plan, the Debtor's remaining assets comprise of $165,000
in cash, a potential recovery on a $16 million unsecured claim in
Cliffs Club's Chapter 11 case, and recovery from loans to related
entities or parties.

With the secured claims paid in full from the approved sale of its
assets, unsecured creditors will be paid a pro rata share of the
net cash proceeds.  Equity holders will receive the surplus from
any residual recoveries after unsecured creditors have been paid
in full.

                        About Keowee Falls

Travelers Rest, South Carolina-based Keowee Falls Investment
Group, LLC filed a Chapter 11 petition (Bankr. D. S.C. Case
No. 12-01399) in Spartanburg, South Carolina, on March 2, 2012.
Bankruptcy Judge John E. Waites presides over the case.
R. Geoffrey Levy, Esq., at Levy Law Firm, LLC assists the Debtor
in its restructuring effort.  Keowee Falls estimated assets at
$100 million to $500 million and debts at $10 million to
$50 million.

In its schedules, the Debtor disclosed $32,671,753 in assets and
$19,913,844 in liabilities as of the Chapter 11 filing.

The Debtor owned The Cliffs at Keowee Falls South before giving up
the assets to lenders in exchange for $17 million of debt.


KEMET CORP: Files with SEC Presentation Materials
-------------------------------------------------
Per-Olof Loof, chief executive officer, and William M. Lowe, Jr.,
executive vice president and chief financial officer, of KEMET
Corporation, have scheduled investor presentations which commenced
on Wednesday, Nov. 13, 2013 in New York, New York.  The slide
package prepared by the Company for use in connection with these
presentations is available for free at http://is.gd/CfDba9

                            About KEMET

KEMET, based in Greenville, South Carolina, is a manufacturer and
supplier of passive electronic components, specializing in
tantalum, multilayer ceramic, film, solid aluminum, electrolytic,
and paper capacitors.  KEMET's common stock is listed on the NYSE
under the symbol "KEM."

The Company's balance sheet at Sept. 30, 2013, showed $880.21
million in total assets, $642.30 million in total liabilities and
$237.90 million in total stockholders' equity.

                            *     *     *

As reported by the TCR on March 26, 2013, Moody's Investors
Service downgraded KEMET Corp.'s Corporate Family Rating to Caa1
from B2 and the Probability of Default Rating to Caa1-PD from B2-
PD based on Moody's expectation that KEMET's liquidity will be
pressured by maturing liabilities and negative free cash flow due
to the interest burden and continued operating losses at the Film
and Electrolytic segment.

As reported by the TCR on Aug. 9, 2013, Standard & Poor's Ratings
Services lowered its corporate credit rating on Simpsonville,
S.C.-based KEMET Corp. to 'B-' from 'B+'.

"The downgrade is based on continued top-line and margin pressures
and lagging results from the restructuring of the Film &
Electrolytic [F&E] business, which combined with cyclical weak
end-market demand, has resulted in sustained, elevated leverage
well in excess of 5x, persistent negative FOCF, and diminishing
liquidity," said Standard & Poor's credit analyst Alfred
Bonfantini.


KENAN ADVANTAGE: S&P Puts 'B+' CCR on CreditWatch Negative
----------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'B+' corporate credit rating, on U.S.-based Kenan Advantage
Group Inc. (Kenan Advantage) on CreditWatch with negative
implications.

The CreditWatch placement follows an announcement by Kenan
Advantage that it completed the acquisition of RTL-Westcan Group
(RTL-Westcan).  Kenan Advantage acquired the company for
$209 million.  The company financed the transaction using
$111 million of its delayed-draw term loan and $100 million in
proceeds from an incremental term loan.

"The ratings on Kenan Advantage reflect the company's highly
leveraged financial profile, acquisitive growth strategy, and
participation in a competitive and fragmented industry with
relatively modest returns," said credit analyst Anita Ogbara.  The
company's leading market position in short-haul-truck fuel
delivery, as well as its diverse mix of customers, geographic
regions, and end markets, partially offset its weaknesses.  S&P
characterizes the company's business risk profile as "fair," its
financial risk profile as "highly leveraged," and its liquidity as
"adequate" under its criteria.  Privately held Kenan Advantage
does not disclose its financial statements publicly.

Kenan Advantage serves 48 states in the U.S., as well as in Canada
and Mexico.  The company operates approximately 162 terminals and
176 satellite locations and maintains a specialized fleet of
approximately 4,400 tractors and more than 5,800 trailers.  Over
the past several years, Kenan Advantage has expanded by
consolidating small private carriers and increasing its geographic
footprint through midsize strategic acquisitions.

S&P will resolve the CreditWatch listing based on its review of
the pro forma business and financial risk profiles, as well as
analysis of Kenan Advantage's financial policy, liquidity, and
capital structure.


KID BRANDS: Amends Credit Agreement; Posts $9.5MM Net Loss in Q3
----------------------------------------------------------------
Kid Brands, Inc. on Nov. 19 disclosed that as of September 30,
2013, the Company was not in compliance with the monthly
consolidated Adjusted EBITDA covenant for the trailing twelve
month period ended September 30, 2013, or the consolidated Fixed
Charge Coverage Ratio covenant for the quarter ended September 30,
2013 required under the Company's credit agreement, and
anticipated that it would not be in compliance with the Adjusted
EBITDA covenant for the trailing twelve month period ended
October 31, 2013.  As a result, the Company's credit agreement was
amended on November 14, 2013, via a Third Amendment to Credit
Agreement and Limited Waiver ("Amendment No. 3"), among other
things: (i) to waive the Covenant Defaults (and any default or
event of default resulting therefrom); (ii) commencing with the
month ending November 30, 2013, to eliminate the Adjusted EBITDA
covenant and the Fixed Charge Coverage Ratio covenant, and replace
them with financial covenants based on average daily Availability
and gross sales, in each case, tested monthly; (iii) to require
delivery of a monthly gross sales report; and (iv) to accelerate
the delivery date of the 2014 business plan (from January 30, 2014
to December 16, 2013).  Amendment No. 3 is described in the Q3
2013 10-Q.

The Company reported financial results for the three months ended
September 30, 2013.

                  Third Quarter 2013 Results

Net sales for Q3 2013 decreased 23.4% to $46.7 million, compared
to $60.9 million for Q3 2012.  This decrease was the result of
sales declines of 45.9% at CoCaLo, 32.6% at Kids Line and 29.0% at
LaJobi.  These declines were partially offset by an increase in
sales of 23.0% at Sassy.  The sales declines at CoCaLo, LaJobi and
Kids Line are due to significantly lower sales volume at certain
large customers.  The sales decreases at CoCaLo and Kids Line also
reflect the discontinuation of underperforming products and
licenses, higher close-out sales in the third quarter of 2012, and
lower international sales at the Company's foreign subsidiaries,
resulting in part from the closure of the Company's UK operations
at the end of 2012.

Gross profit for Q3 2013 was $6.8 million, or 14.6% of net sales,
as compared to $14.4 million, or 23.6% of net sales, for Q3 2012.
Gross profit decreased in absolute terms and as a percentage of
net sales primarily as a result of lower sales, and an aggregate
$4.2 million non-cash impairment charge related to certain of the
Company's intangible assets, primarily the LaJobi trade name.
These decreases were partially offset by lower product costs,
lower inventory reserves, and lower royalty expense.  The
impairment charge accounted for the change in margin from the
prior-year period.

Selling, general and administrative (SG&A) expense was $14.8
million, or 31.7% of net sales, for Q3 2013, as compared to $13.4
million, or 22.0% of net sales, for Q3 2012.  SG&A expense
increased as a percentage of sales primarily due to lower sales
volume, and in absolute terms primarily as a result of non-cash
impairment costs related to the real property owned by Sassy in
connection with its sale (consummated November 14, 2013),
increased sales samples, increased bonus accruals, increased legal
fees, increased recruiting fees, and other increases of smaller
magnitude.  These increases were offset, in part, by lower
warehousing costs and a decrease in marketing costs.

Other expense was $1.3 million for Q3 2013 as compared to other
expense of $1.4 million for Q3 2012.  This improvement of
approximately $0.1 million was primarily due to a decrease in
interest expense of $0.3 million resulting from lower borrowing
costs in such period compared to the same period in 2012 which
period also included a write-off of deferred financing costs of
approximately $0.7 million, partially offset by a foreign currency
exchange gain of $0.2 million in Q3 2012 that did not recur in Q3
2013.

The income tax provision for Q3 2013 was $0.2 million on a loss
before income tax provision of $9.3 million.  The income tax
provision for Q3 2012 was $49.2 million on a loss before income
tax provision of $0.3 million.

Net loss for Q3 2013 was $9.5 million, or ($0.43) per diluted
share, as compared to a net loss of $49.6 million, or ($2.27) per
diluted share, for Q3 2012.

Non-GAAP adjusted net loss for Q3 2013 was $2.1 million, or
($0.09) per diluted share, as compared to non-GAAP adjusted net
income of $0.7 million, or $0.03 per diluted share, for Q3 2012.

                         2013 YTD Period

Net sales for the 2013 YTD Period decreased 17.1% to $142.2
million compared to $171.6 million for the 2012 YTD Period.  This
decrease was primarily the result of sales declines of 27.5% at
Kids Line, 26.8% at CoCaLo and, 21.6% at LaJobi.  These declines
were partially offset by an increase in sales of 20.6% at Sassy.
The sales decreases at CoCaLo, LaJobi and Kids Line are primarily
due to significantly lower sales volume at certain large
customers.  The sales decreases at CoCaLo and Kids Line also
reflect reduced closeout sales in the 2013 YTD Period, the
discontinuance of underperforming products and licenses, as well
as lower international sales at the Company's foreign subsidiaries
resulting, in part, from the closure of the Company's UK
operations at the end of 2012, which collectively accounted for
38% of our year-over-year decline.

Net loss for the 2013 YTD Period was $13.9 million, or ($0.63) per
diluted share, as compared to a net loss of $50.2 million, or
($2.30) per diluted share, for the 2012 YTD Period.

Non-GAAP adjusted net loss for the 2013 YTD Period was $2.6
million, or ($0.12) per diluted share, as compared to non-GAAP
adjusted net income of $1.2 million, or $0.06 per diluted share,
for the 2012 YTD Period.

              New Corporate and LaJobi Office Lease

On November 15, 2013, the Company entered into a new lease
agreement for a combined corporate and LaJobi headquarters.  The
lease, which is effective immediately, is located in Rutherford,
New Jersey.  The term of the lease is approximately 12 years,
subject to termination for specified events of default, with an
option to renew for an additional 5-year period.  The lease is
described in the Q3 2013 10-Q.

                       Sassy Property Sale

On November 14, 2013, Sassy consummated the sale of its real
property located in Kentwood, Michigan, including specified
equipment and personal property, for a cash purchase price of $1.5
million.  This agreement, and a related lease-back by Sassy of
certain office/warehouse space, is described in the Q3 2013 10-Q.

             Consolidation of Distribution Facilities

As previously announced, the Company has signed an agreement with
National Distribution Centers, L.P., the warehousing and
distribution division of NFI ("NFI"), a fully integrated supply
chain solutions provider, to provide certain third party logistics
("3PL") services for the Company's warehousing and distribution
operations.  NFI will provide storage, handling, inventory
management, transportation management, shipping, receiving,
repackaging, order processing and related support services for Kid
Brands and its subsidiaries.  Over the next several quarters, Kid
Brands intends to consolidate its five existing distribution
facilities into one centralized location operated by NFI on its
Chino, California campus, pursuant to the 3PL agreement.  NFI
currently provides 3PL services to the Company's LaJobi
subsidiary.  The Company expects to complete this consolidation
plan during the second quarter of 2014.  Upon full implementation
of the 3PL agreement, the Company anticipates an increase in
overall efficiencies and sustainable long-term benefits to
operating margin.

East Rutherford, N.J.-based Kid Brands, Inc., is a leading
designer, importer, marketer and distributor of branded infant and
juvenile consumer products.


KIWIBOX.COM INC: Delays Form 10-Q for Third Quarter
---------------------------------------------------
Kiwibox.Com, Inc., notified the U.S. Securities and Exchange
Commission that it will be late in filing its quarterly report on
Form 10-Q for the period ended Sept. 30, 2013.  The Company was
not able to complete the required financial statements within the
prescribed filing date without unreasonable effort and expense.

                          About Kiwibox.com

New York-based Kiwibox.com, Inc., acquired in the beginning of
2011 Pixunity.de, a photoblog community and launched a U.S.
version of this community in the summer of 2011.  Effective
July 1, 2011, Kiwibox.com, Inc., became the owner of Kwick! -- a
top social network community based in Germany.  Kiwibox.com shares
are freely traded on the bulletin board under the symbol KIWB.OB.

Kiwibox.com disclosed a net loss of $14.01 million on $1.46
million of total net sales for the year ended Dec. 31, 2012, as
compared with a net loss of $5.90 million on $599,615 of total net
sales during the prior year.  The Company's balance sheet at
June 30, 2013, showed $3.16 million in total assets, $24.13
million in total liabilities, all current, and a $20.96 million
total stockholders' impairment.

Rosenberg Rich Baker Berman & Company, in Somerset, 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's revenues are
insufficient to finance the business, and the Company is entirely
dependent on the continuation of funding from outside investors.
These conditions raise substantial doubt about its ability to
continue as a going concern.


KRONOS INC: Moody's Affirms 'B2' CFR & 'Ba3' 1st Lien Debt
----------------------------------------------------------
Moody's Investors Service affirmed Kronos Incorporated's existing
ratings, including its B2 corporate family rating ("CFR") , B2-PD
probability of default rating, and the Ba3 and Caa1 ratings for
its 1st and 2nd lien senior secured credit facilities,
respectively. The company plans to issue $300 million of
incremental term loans and use cash on hand to pay a dividend of
approximately $413 million to its shareholders. Moody's maintained
the negative outlook for Kronos' ratings as its financial risk
profile will remain elevated over the next 12 to 18 months.

Ratings Rationale:

The proposed dividend recapitalization will offset Kronos'
deleveraging that resulted from its strong EBITDA growth since the
October 2012 dividend recapitalization. Pro forma for the proposed
increase in debt, Kronos' leverage will increase by approximately
a turn to about 7.3x (Moody's adjusted total debt-to-LTM June
EBITDA). The negative outlook reflects that Kronos financial risk
will remain elevated over the next 12 months. Moody's analyst Raj
Joshi said, "a highly leveraged balance sheet will limit Kronos'
financial flexibility in the intermediate term, especially as the
larger enterprise resources management software vendors have
strengthened their Human Capital Management (HCM) offerings, and
at the lower end of the market new competitors with cloud-based
models are challenging existing vendors."

Although Kronos' leverage will exceed the tolerance range for the
B2 CFR over the next 12 months, the affirmation of Kronos ratings
considers the company's solid track record of revenue and
operating cash flow growth and its highly predictable maintenance
and subscription revenues (about 51% of total revenues). The
affirmation is based on Moody's expectations that Kronos' total
debt-to-EBITDA should decline to about 6x by the end of 2014
driven by revenue growth in the mid single digit ranges, and it
should produce free cash flow of about 4% to 5% of total debt over
the next 12 to 18 months.

The B2 CFR reflects Kronos' high leverage compared to some of its
competitors, its highly competitive market, and narrow market
focus on the workforce management (WFM) applications segment
within the large HCM market.

At the same time, Kronos' credit profile benefits from its leading
market position in the WFM segment which has good growth
prospects. Kronos's credit profile benefits from its large and
diversified installed base and its high levels of recurring
maintenance and subscription revenue.

Kronos' rating could be downgraded if Moody's believes that the
company will be unable to achieve and sustain total debt-to-EBITDA
leverage below 6.0x or free cash flow/total debt of around 5% of
total debt. The rating could be downgraded if revenue growth
weakens as a result of increasing competition or execution
challenges, or EBITDA margins deteriorate, leading to an erosion
in liquidity and operating cash flow. Another debt financed
dividend prior to the achievement of substantial deleveraging
would also likely lead to a downgrade.

Moody's does not anticipate a ratings upgrade in the near term
given the company's aggressive financial policies. Over the longer
term, an upgrade is possible if the company continues to
demonstrate solid revenue and earnings growth and a commitment to
sustaining debt-to-EBITDA at around 5 times. Moody's could
stabilize Kronos' ratings outlook if the company maintains good
revenue growth, free cash flow is stable in the mid-to-high single
digit percentages and leverage declines to less than 6x on a
sustainable basis (Moody's adjusted).

Moody's has affirmed the following actions:

Issuer: Kronos Incorporated

  Corporate Family Rating -- B2

  Probability of Default Rating -- B2-PD

  Senior Secured Revolver Credit Facility due October 2017 -- Ba3,
  LGD3 (31%), revised from LGD3 (30%)

  1st Lien Term Loan due October 2019 -- Ba3, LGD3(31%), revised
  from LGD3 (30%)

  2nd Lien Term Loan due April 2020 -- Caa1, LGD5 (84%)

Outlook: Negative

Headquartered in Chelmsford, MA, Kronos provides human capital
management solutions to enterprise customers. Kronos was taken
private by private equity firms Hellman & Friedman and JMI Equity
in 2007.


KSL MEDIA: Creditors' Panel Hires Province as Financial Advisor
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of KSL Media, Inc.
and its debtor-affiliates seeks authorization from the U.S.
Bankruptcy Court for the Central District of California to retain
Province Advisors as financial advisor to the Committee, nunc pro
tunc to Oct. 23, 2013.

The services that the Committee or its counsel may request
Province Advisors to provide include, but are not limited to, the
following:

   (a) become familiar with and to analyze the Debtors' former
       businesses, winddown plan and budget, assets, and financial
       condition;

   (b) analyze the Debtors' proposed liquidating plan and where
       appropriate, assist the Committee in determining how to
       react to the liquidating plan or in formulating and
       implementing its own plan;

   (c) advise the Committee on the media account reconciliation
       process and assist the Debtors in such reconciliation, if
       necessary;

   (d) become familiar with and to analyze possible recoveries for
       the creditors from litigation;

   (e) conduct forensic accounting of the Debtors' books and
       records on behalf of the Committee in order to confirm
       media account reconciliation and support potential
       litigation;

   (f) analyze claims against the Debtors;

   (g) prepare, or review as applicable, a preference and
       fraudulent conveyance analyses and conduct a cost/benefit
       analysis as required;

   (h) assist the Committee in reviewing the Debtors' financial
       reports, including, but not limited to, SOFAs, Schedules,
       cash budgets, and Monthly Operating Reports;

   (i) advise the Committee on the current state of their Chapter
       11 cases;

   (j) represent the Committee in negotiations with the Debtors
       and third parties as necessary;

   (k) If necessary, to participate in hearings before the
       bankruptcy court with respect to matters upon which
       Province has provided advice; and

   (l) perform other services as are approved by the Committee,
       the Committee's counsel, and as agreed to by Province
       Advisors.

Province Advisors will be paid at these hourly rates:

       Principal                   $595
       Vice-President           $425-$500
       Associate/Analyst        $315-$390
       Administrative Staff        $90
       Paul Huygens                $595
       Edward Kim                  $450
       Walt Bowser                 $385

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

Paul Huygens, principal of Province Advisors, assured the Court
that the firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code and does not represent
any interest adverse to the Debtors and their estates.

Province Advisors can be reached at:

       Paul Huygens
       PROVINCE ADVISORS
       5915 Edmond St., Ste 102
       Las Vegas, NV 89118-2860 USA
       Tel: (702) 685-5555 Ext. 400
       Fax: (702) 685-5556
       E-mail: phuygens@provinceadvisors.com

                          About KSL Media

One of the largest independent media-buying firms in the United
States, KSL Media Inc., and two affiliates filed for Chapter 11
protection on Sept. 11, 2013, in Central California, driven to
bankruptcy after losing a major account and claiming it was the
victim of an alleged multimillion-dollar embezzlement scheme it
blamed on its former controller.

According to the bankruptcy declaration from current controller
Janet Miller-Allen, the company's former controller Geoffrey
Charness is the subject of an FBI investigation connected to an
alleged scheme to dump $140 million from the company's accounts.

The lead case is Case No. 13-15929 (Bankr. C.D. Calif.) before
Judge Alan M. Ahart.

The Debtors are represented by Rodger M. Landau, Esq., and Monica
Rieder, Esq., at Landau Gottfried & Berger, LLP, in Los Angeles,
California.  The Debtors' accountant is Grobstein Teeple Financial
Advisory Services LLP.  The Debtors disclosed $34,652,932 in
assets and $64,946,225 in liabilities as of the Chapter 11 filing.


LAKE PLEASANT: Settlement Over Entry of Final Decree Okayed
-----------------------------------------------------------
The Hon. Eddward P. Ballinger Jr., of the U.S. Bankruptcy Court
for the District of Arizona approved a stipulation resolving
pending motions for sanctions and the entry of a final decree
closing the Chapter 11 case of Lake Pleasant Group, LLP, et al.

The stipulation was entered between the Debtors, and Johnson Bank.

As reported in the Troubled Company Reporter on Oct. 14, 2013,
the stipulation provides for, among other things:

   1. Upon entry of an order approving the terms of the
      stipulation, the Reorganized Debtors will pay Johnson Bank
      $10,000.  None of the funds held in the Reorganized Debtors'
      debtor-in-possession accounts will be distributed to any of
      the Reorganized Debtors' equity holders, and the Reorganized
      Debtors will provide documentation to Johnson Bank
      disclosing the use of the Reorganized Debtors remaining
      funds.

   2. Upon receipt of the Bank Payment, Johnson Bank's sanctions
      motion will be deemed withdrawn with prejudice.

   3. Upon receipt of the Bank Payment, Johnson Bank's final
      decree objection will be deemed withdrawn and the court may
      enter a final decree in the cases.

As reported in the TCR on Sept. 6, 2013, the Debtors said Johnson
Bank on July 3 conducted a trustee's sale of the Debtors' property
-- approximately 444 acres of undeveloped real property located
near State Route 74 and Old Lake Pleasant Road in Peoria, Arizona.
In light of the foreclosure upon the property, and upon the
Debtors' surrender of their other encumbered assets, the Debtors'
estates will have been fully administered in accordance with the
Plan filed in the cases.

The Bank asserted a first-position lien against the property, to
the extent of approximately $19,334,987.

The order confirming the Plan was entered April 23, 2012, and
the order granting the Debtors' motion to approve post-
confirmation clarification was entered Nov. 6, 2012.

                About Lake Pleasant and DLGC II

Lake Pleasant Group, LLP, and affiliate DLGC II, LLC, sought
Chapter 11 protection (Bankr. D. Ariz. Case Nos. 13-09574 and
13-09576) in Phoenix on June 5, 2013.

The Debtors have tapped Wesley Denton Ray, Esq., and Philip R.
Rudd, Esq., at Polsinelli, P.C., as counsel.

LPG estimated at least $10 million in assets and liabilities.
DLGC II estimated at least $10 million in assets and liabilities
of less than $10 million.

LPG and DLGC II, LLC, first filed for Chapter 11 bankruptcy
protection (Bankr. D. Ariz. Case No. 11-10170) on April 13, 2011,
with Philip R. Rudd, Esq., at Polsinelli PC on board as counsel.

At the request of Johnson Bank, the Court consolidated for
administrative purposes, the chapter 11 cases that Lake Pleasant
Group, LLP, and affiliate DLGC II, LLC, commenced on June 5, 2013,
with the cases the two Debtors commenced on April 13, 2011.

Phoenix, Arizona-based LPG was formed for the purpose of
purchasing and developing 244 acres of real property located near
State Route 74 and Old Lake Pleasant Road in Peoria, Arizona.  In
the schedules filed in the original case, LPG disclosed assets of
$15,780,263 and liabilities of $10,301,552.


LAKESIDE PROPERTIES: Case Summary & 20 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: Lakeside Properties, LLC
        473 Wolf Drive
        Newport News, VA 23601

Case No.: 13-51837

Chapter 11 Petition Date: November 18, 2013

Court: United States Bankruptcy Court
       Eastern District of Virginia (Newport News)

Judge: Hon. Frank J. Santoro

Debtor's Counsel: Kelly Megan Barnhart, Esq.
                  ROUSSOS, LASSITER, GLANZER & BARNHART
                  580 E. Main St., Ste. 300
                  P.O. Box 3127
                  Norfolk, VA 23514-3127
                  Tel: 757-622-9005
                  Fax: 757-624-9257
                  Email: barnhart@rlglegal.com

Total Assets: $4.57 million

Total Liabilities: $3 million

The petition was signed by Dwight S. Wolf, manager.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/vaeb-13-51837.pdf


LANDMARK AVIATION: Moody's Rates $85MM 1st Lien Revolver 'B2'
-------------------------------------------------------------
Moody's Investors Service has assigned a B2 rating to the proposed
$75 million first lien add-on term loan of LM U.S. Member LLC
("Landmark Aviation" and includes co-borrower, LM U.S. Corp
Acquisition Inc.). Concurrently, Moody's affirmed all ratings of
Landmark Aviation, including the B3 corporate family rating and
the B3-PD probability of default rating. A B2 rating was assigned
to the amended and upsized $85 million revolving credit facility
due 2018. The rating outlook remains stable.

Proceeds from the proposed add-on term loan will be used to fund
Landmark Aviation's 31 October 2013 acquisition of Panorama Flight
Service (Panorama, unrated), a fixed base operator (FBO) at
Westchester County Airport in White Plains, New York and other
recent and future anticipated near-term acquisitions.

The following ratings have been assigned:

  B2 (LGD3, 33%) to the amended and upsized $85 million first lien
  revolver due October 2018; and

  B2 (LGD3, 33%) to the $75 million first lien add-on term loan
  due October 2019.

The following ratings have been affirmed:

  Corporate family rating at B3;

  Probability of default rating at B3-PD;

  B2 (LGD 3, 33% from LGD3, 34%) on the $295 million first lien
  term loan due October 2019

  B2 (LGD 3, 33% from LGD3, 34%) on the $25 million first lien
  term loan due October 2019; and

  Caa2 (LGD 5, 82% from LGD5, 84%) on the $160 million second lien
  term loan due October 2020.

The B2 (LGD3, 33%) rating on the $75 million first lien revolver
due October 2017 will be withdrawn upon rating of the amended and
upsized revolver.

Ratings Rationale:

The B3 CFR initially incorporated Moody's expectation that
acquisitions would be a part of Landmark Aviation's growth
strategy. Panorama is the fourth acquisition for Landmark Aviation
this year, and the brisk pace of acquisitions (some at what
Moody's believes may be seemingly high multiples) has increased
Landmark's funded debt by about $80 million from year end 2012,
further levering the company's balance sheet. However, Moody's
believes that the acquisition of Panorama is a good strategic fit
for the company, as it allows Landmark Aviation to expand its
existing operations at one of the top five General Aviation
airports in the US, which is located in the US's largest metro
area. Further, Moody's believes greater access to Westchester will
provide network synergies that should enhance Landmark Aviation's
value proposition to existing and new customers, and allow
Landmark Aviation to attempt to keep pace with Signature Flight
Support (unrated) a key competitor and the largest FBO operator in
the US.

The B3 corporate family rating reflects Landmark Aviation's high
financial leverage (PF 2013 run-rate debt to EBITDA in excess of
8x, Moody's-adjusted basis) and Moody's view that capital projects
planned over the next year or so will limit the amount of free
cash flow available for debt reduction. While jet-based general
aviation activity levels should improve over the next few years,
high financial leverage makes the prospect of healthier credit
statistics rather dependent on the magnitude of activity growth
ahead. The B3 CFR acknowledges this need for rather strong growth
to temper the currently high leverage burden and to establish
better financial resiliency given the sensitivity of business
travel to macroeconomic factors and tax policy. Small size, a
recent history of low operating profit, and aggressive growth
ambitions that may continue to raise debt levels weigh on ratings.
The B3 rating also considers the company's network of FBO
locations, including positions at several leading high traffic
airports, and the relatively constant dollar margin realized on
fuel sales.

The rating outlook is stable. U.S. fixed wing general aviation
hours flown reached a trough in 2009 (down about 20% from the 2007
peak) and have risen by about 10% since. Unless the economy again
falters, the likelihood of a material decline in hours flown seems
remote which supports the prospect of stable revenue. Good size of
the (now increased) revolving credit facility with minimal draw
maintained under it, low scheduled debt amortizations, and
expectation of near-term covenant compliance add support. Further,
Landmark's policy of regularly re-setting its fuel prices with
market movement and holding only a small supply of fuel inventory
limits risk of volatile earnings from spot oil price moves.

A ratings upgrade is unlikely in the near-term and would depend on
the company's ability to reduce debt to EBITDA to the 5x range
with free cash flow to debt in the mid single digit range.
Downward rating pressure would follow debt to EBITDA sustained
above 8x beyond 2014 following integration of the recent FBO
acquisitions or liquidity concerns, such as those stemming from
covenant compliance, much revolver dependence or lack of free cash
flow. (All foregoing metrics are on a Moody's-adjusted basis.)

Landmark Aviation is the acquisition vehicle through which
entities of the Carlyle Group acquired Landmark Aviation FBO
Holdings LLC ("Landmark Aviation"). Headquartered in Houston, TX,
Landmark Aviation operates 52 bases for general aviation services
across North America and Western Europe. Principal offerings
include refueling, light maintenance and repair of private jets,
replacement parts as well as airplane parking, hangar and
chartering on behalf of owners. Revenues for the LTM period ended
September 30, 2013 were about $530 million.


LDK SOLAR: To Release Third Quarter Results on Nov. 26
------------------------------------------------------
LDK Solar Co., Ltd., will report financial results for the third
quarter ended Sept. 30, 2013, before the market opens on Tuesday,
Nov. 26, 2013.  The company will host a corresponding conference
call and live webcast at 8:00 a.m. Eastern Time (ET) the same day.

To listen to the live conference call, please dial 1-877-941-2068
(within U.S.) or 1-480-629-9712 (outside U.S.) at 8:00 a.m. ET on
Nov. 26, 2013.  An audio replay of the call will be available
through Dec. 6, 2013, by dialing 800-406-7325 (within U.S.) or
303-590-3030 (outside U.S.) and entering the access code 4649644#.

A live webcast of the call will be available on the Company's
investor relations Web site at http://investor.ldksolar.com

                          About LDK Solar

LDK Solar Co., Ltd. -- http://www.ldksolar.com-- based in Hi-
Tech Industrial Park, Xinyu City, Jiangxi Province, People's
Republic of China, is a vertically integrated manufacturer of
photovoltaic products, including high-quality and low-cost
polysilicon, solar wafers, cells, modules, systems, power
projects and solutions.

LDK Solar was incorporated in the Cayman Islands on May 1, 2006,
by LDK New Energy, a British Virgin Islands company wholly owned
by Xiaofeng Peng, LDK's founder, chairman and chief executive
officer, to acquire all of the equity interests in Jiangxi LDK
Solar from Suzhou Liouxin Industry Co., Ltd., and Liouxin
Industrial Limited.

LDK Solar Co disclosed a net loss of $1.05 billion on $862.88
million of net sales for the year ended Dec. 31, 2012, as compared
with a net loss of $608.95 million on $2.15 billion of net sales
for the year ended Dec. 31, 2011.  The Company's balance sheet at
June 30, 2013, showed US$4.37 billion in total assets, US$4.79
billion in total liabilities, US$382.84 million in redeemable non-
controlling interests, and a US$794.58 million total deficit.

KPMG, in Hong Kong, China, issued a "going concern" qualification
on the consolidated financial statements for the year ended
Dec. 31, 2012.  The independent auditors noted that the Group has
a net working capital deficit and a deficit in total equity as of
Dec. 31, 2012, and is restricted from incurring additional
indebtedness as it has not met a financial covenant ratio as
defined in the indenture governing the RMB-denominated US$-settled
senior notes.  These conditions raise substantial doubt about the
Group's ability to continue as a going concern.


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

The Debtor requires Globic Advisors to:

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

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

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

   (d) transmit the solicitation to the Depository Trust Company,
       its participant banks and bondholders;

   (e) provide a help-line to handle questions from holders,
       custodians, clearing systems, brokers, and any other
       intermediaries;

   (f) design a call campaign to insure all holders received the
       solicitation materials and to prompt the holders to timely
       respond to them;

   (g) monitor the response of each broker and bank holding
       securities on behalf of their customers.  Globic Advisors
       will also coordinate with "back-offices" of other brokerage
      and banking companies whose customers hold securities;

   (h) tabulate the ballots and present a final tabulation
       certificate, with all supporting data; and

   (i) set up a dedicated section of the Globic Website detailing
       solicitation-related information, such as deadlines,
       document downloads, etc.

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

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

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

Globic Advisors can be reached at:

       Robert A. Stevens
       GLOBIC ADVISORS, INC.
       1 Liberty Plz Fl 23
       New York, NY 10006-1404
       Tel: (212) 201-5346
       E-mail: rstevens@globic.com

                 About Life Care St. Johns

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

Judge Jerry A. Funk presides over the case.  Richard R. Thames,
Esq., and Eric N. McKay, Esq., at Stutsman Thames & Markey, P.A.,
serves as the Debtor's counsel.  Navigant Capital Advisors, LLC,
acts as the Debtor's financial advisor.  American Legal Claim
Services, LLC, serves as claims and noticing agent.

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

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


LIGHTSQUARED INC: Bid Deadline Delayed Until Nov. 25
----------------------------------------------------
Michael Bathon, substituting for Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reports that LightSquared Inc.,
Philip Falcone's wireless spectrum company, delayed until Nov. 25
the deadline for potential buyers of its assets to submit a bid to
compete with the $2.22 billion cash offer from Charles Ergen's
Dish Network Corp.

According to the report, the company said in papers filed Nov. 18
in U.S. Bankruptcy Court in Manhattan that if it receives any
additional qualified bids, other than the two already deemed to be
acceptable, it would hold a Dec. 3 auction to determine the
highest and best offer for virtually all its assets.

LightSquared, working with Moelis & Co., has contacted more than
90 potentially interested parties to find a bid to compete with
Ergen's, according to court documents. Ergen's bid will serve as
the lead, or stalking-horse, offer to set a floor that other
buyers would have to beat.

The wireless broadband company sued Ergen and Dish last week
accusing Ergen and affiliated companies of secretly buying debt in
LightSquared to pave the way for a takeover. Ergen bought $1
billion in LightSquared debt through SP Special Opportunities LLC
without revealing he was doing so, and violated a credit
agreement, the company alleged in the complaint filed Nov. 15 in
the Manhattan Bankruptcy Court.

U.S. Bankruptcy Judge Shelley Chapman last month dismissed similar
claims brought by Falcone's Harbinger Capital Partners LLC, saying
that LightSquared was the more appropriate party to bring a
complaint against Ergen.

Ergen, 60, has said the Harbinger suit was an attempt to derail
his offer to buy LightSquared. Ergen and SP said in a motion to
dismiss the Harbinger case that they made no "false
representations" about the purchases, so there was no fraud.

                      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.


LOFINO PROPERTIES: UST, Lender Seek Dismissal of Cases
------------------------------------------------------
Ronald M. McDermott, United States Trustee for Region 9, in a
motion filed Oct. 28, 2013, asks the U.S. Bankruptcy Court for the
Southern District of Ohio to dismiss the Chapter 11 cases of
Lofino Properties, LLC, and Southland 75, LLC, or, in the
alternative, for an order directing the appointment of a Chapter
11 Trustee.

"If the Court determines, however, that the Debtors' cases should
remain pending in Chapter 11 without ordering turnover of the
Debtors' assets by Receiver Jamie Hadoc under section 543, the UST
asserts that appointment of a Chapter 11 Trustee would best
maintain control over and preserve the value of the Debtors'
assets," according to the U.S. Trustee.

The U.S. Trustee explains that absent the Court's approval of
Debtors' authority to use GLICNY Real Estate Holding, LLC's cash
collateral on a non-consensual basis going forward, Debtors have
insufficient funds and no strategy with which to reorganize their
debts and exit Chapter 11.  The UST adds that GLICNY will not
consent to the Debtors' use of cash collateral, unless such use
would occur through a duly authorized and appointed Chapter 11
Trustee.

                    GLICNY's Dismissal Motion

Prior to the UST's Motion to Dismiss, GLICNY filed a motion on
Oct. 16, 2013, seeking dismissal of the Debtors' Chapter 11 cases,
citing: (i) Debtors' cases were filed in bad faith; and (ii) where
a state court receivership is in place before the bankruptcy case
is filed, the best interests of the debtor and its creditors are
generally served by dismissal.

                   About Lofino Properties

Dayton, Ohio-based Lofino Properties, LLC, which owns retail
stores, sought bankruptcy protection (Bankr. S.D. Ohio Case No.
13-34099) on Oct. 4, 2013.  Lofino Properties listed assets of
$19.91 million and liabilities of about $13.15 million.
A sister company, Southland 75, LLC, which owns a strip shopping
center, sought bankruptcy protection (Bankr. S.D. Ohio Case No.
13-34100) on the same day.  Southland 75 listed assets of $8.09
million and liabilities of $5.62 million.  The Hon. Judge Lawrence
S. Walter presides over the cases.  Joshua M. Kin, Esq., at
Pickrel, Schaeffer, and Ebeling, in Dayton, Ohio, represent the
Debtors as counsel.  The petitions were signed by Michael D.
Lofino, managing member.

The Debtors have been operating under state court receiverships
since May 2013.

On Oct. 17, 2013, the Bankruptcy Court entered an order denying
the motion of the Debtors for the joint administration of their
cases.


MACCO PROPERTIES: Dec. 3 Hearing on Case Conversion Bid
-------------------------------------------------------
The Bankruptcy Court will convene a hearing Dec. 3, 2013, at
10:00 a.m., to consider (i) the U.S. Trustee's motion to convert
the Chapter 11 case of Macco Properties, Inc., to one under
Chapter 7 of the Bankruptcy Code; and (ii) interested party Lew S.
McGinnis' motion to dismiss the Debtor's case.

As reported in the Troubled Company Reporter on Nov. 6, 2013,
NV Brooks Apartments, LLC, by and through Michael E. Deeba,
Trustee of Macco Properties, Inc., owner/member/manager of Debtor,
objected to the motion for voluntary dismissal of the jointly
administered bankruptcy cases, filed by Lew S. McGinnis and
Jennifer Price.

NV Brooks Apartments stated that on Sept. 10, 2013, the U.S.
Trustee filed a motion to convert the Debtor's bankruptcy case and
the NV Brooks Apartments bankruptcy case to liquidation cases
under Chapter 7 of the Bankruptcy Code.  The Debtor said it would
be in the best interests of creditors and these bankruptcy estates
to allow these cases to be converted to Chapter 7, and thus
provide for the orderly and continuing liquidation of the
remaining assets, which include a bad faith insurance action in
the NV Brooks Apartments LLC case, and the distribution of estate
funds in these bankruptcy cases as provided for under the U.S.
Bankruptcy Code.

The Debtor said that currently there are not sufficient assets in
the NV Brooks Apartments case to pay off creditors of that estate
in full.

NV Brooks Apartments said the Trustee of Macco Properties, Inc. is
currently preparing to commence litigation against First Specialty
Insurance Corporation for failure to pay damage claims of the
estate.  If this action is successful, it should result in
sufficient funds to pay the creditors of NV Brooks Apartments in
full.

Additionally, Macco Properties, Inc. has been sued by First
Specialty Insurance Corporation in the County of New York, State
of New York.  Macco Properties, Inc. is in the process of
responding to this lawsuit.  Additionally, Macco Properties, Inc.
and NV Brooks Apartments intend to pursue an action against
First Specialty Insurance Corporation for the violation of the
automatic stay in these bankruptcy cases.

NV Brooks Apartments wants the Court to (1) deny the motion to
dismiss filed by McGinnis and Price, (2) permit these cases to be
converted to Chapter 7 as requested in the motion of the U.S.
Trustee, and (3) award such other and further relief as is just
and equitable.

The Official Unsecured Creditors' Committee also objects to the
dismissal of the case, saying it would put prior management back
in control, under any set of facts or circumstances.  The
Committee asserts that a conversion to Chapter 7 is in the
best interests of creditors primarily to allow a partial
distribution to be made to the unsecured creditors promptly
following conversion.

The Committee asked the Court to enter an Order denying the Motion
to Dismiss and converting the case to one under Chapter 7, and
either (1) direct the Chapter 7 Trustee to, promptly following
conversion and appointment, seek Court approval under 11 U.S.C.
Sec. 726 to make a partial distribution of 90% to unsecured
creditors; or (2) continue the existence of the Committee during
the Chapter 7 until such time as a partial distribution of 90% has
been made to unsecured creditors, and for such other and further
relief as the Court deems just and equitable.

                    About Macco Properties

Oklahoma City, Oklahoma-based Macco Properties, Inc., is a
property management company that is the sole or controlling member
and/or manager of numerous multi-family residential rental units
in Oklahoma City, Oklahoma, Wichita, Kansas, and Dallas, Texas,
and several and commercial business properties in Oklahoma City,
Oklahoma, and Holbrook, Arizona.

Macco Properties filed for Chapter 11 bankruptcy protection
(Bankr. W.D. Okla. Case No. 10-16682) on Nov. 2, 2010.  The Debtor
disclosed $50,823,581 in total assets, and $4,323,034 in total
liabilities.

Affiliated entities also sought bankruptcy protection: NV Brooks
Apartments, LLC (10-16503); JU Villa Del Mar Apartments, LLC and
(10-16842); and SEP Riverpark Plaza, LLC (10-16832).  SEP
Riverpark Plaza owns or controls The Riverpark Apartments, a
multi-family apartment complex located in Wichita, Kansas.

Receivership Services Corp., a division of the Martens Cos.,
serves as property manager for the six Wichita apartment complexes
caught up in the bankruptcy of Macco Properties of Oklahoma City.

On May 31, 2011, an Order was entered appointing Michael E. Deeba
as the Chapter 11 Trustee for Macco Properties.  He is represented
by Christopher T. Stein, of counsel to the firm of Bellingham &
Loyd, P.C.  Grubb & Ellis/Martens Commercial Group LLC acts as
the Chapter 11 Trustee's exclusive listing broker/realtor for
properties.

The Official Unsecured Creditors' Committee is represented by
Ruston C. Welch, Esq., at Welch Law Firm, P.C., in Oklahoma City.

In August 2013, the Bankruptcy Court signed off on an agreed order
dismissing the Chapter 11 cases of SEP Riverpark Plaza and JU
Villa Del Mar Apartments.


MASSROCK INC: Case Summary & 7 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Massrock, Inc.
        10535 Vestone Way
        Los Angeles, CA 90077

Case No.: 13-37648

Chapter 11 Petition Date: November 18, 2013

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

Judge: Hon. Vincent P. Zurzolo

Debtor's Counsel: John Saba, Esq.
                  610 Newport Ctr Dr Ste 620
                  Newport Beach, CA 92660
                  Tel: 949-720-1149
                  Fax: 949-720-8105
                  Email: jsbklaw@gmail.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Richard Taxe, president.

A list of the Debtor's seven largest unsecured creditors is
available for free at http://bankrupt.com/misc/cacb13-37648.pdf


MEDIA GENERAL: Completes Merger with Young Broadcasting
-------------------------------------------------------
Media General, Inc., closed on its business combination with New
Young Broadcasting Holding Co., Inc., on Nov. 12, 2013.

"All of us at Media General are extremely excited to complete our
business combination with Young Broadcasting.  We anticipate a
quick and smooth integration of two companies with similar
cultures and values.  We are ready to capitalize immediately on
our new, combined strength," said George L. Mahoney, president and
chief executive officer of Media General.

The portfolio of owned or operated stations for the new company
includes:

   Market                                      Station
   ------                                      -------
   San Francisco-Oakland-San Jose, CA           KRON
   Tampa-St. Petersburg-Sarasota, FL            WFLA
   Raleigh-Durham, NC                           WNCN
   Nashville, TN                                WKRN
   Columbus, OH                                 WCMH
   Greenville-Spartanburg, SC-Asheville, NC     WSPA
   Greenville-Spartanburg, SC-Asheville, NC     WYCW
   Birmingham, AL                               WVTM
   Providence, RI                               WJAR
   Richmond-Petersburg, VA                      WRIC
   Albany-Schenectady-Troy, NY                  WTEN
   Albany-Schenectady-Troy, NY                  WXXA
   Mobile, AL-Pensacola, FL                     WKRG
   Knoxville, TN                                WATE
   Roanoke-Lynchburg, VA                        WSLS
   Green Bay-Appleton, WI                       WBAY
   Savannah, GA                                 WSAV
   Jackson, MS                                  WJTV
   Charleston, SC                               WCBD
   Johnson City, TN                             WJHL
   Greenville-New Bern, NC                      WNCT
   Davenport, IA-Rock Island-Moline, IL         KWQC
   Myrtle Beach-Florence, SC                    WBTW
   Sioux Falls, SD                              KELO
   Augusta, GA                                  WJBF
   Lansing, MI                                  WLNS
   Lansing, MI                                  WLAJ
   Lafayette, LA                                KLFY
   Columbus, GA                                 WRBL
   Hattiesburg-Laurel, MS                       WHLT
   Rapid City, SD                               KCLO

Media General will continue to be traded on the New York Stock
Exchange under its existing symbol MEG.  The merged company will
retain the Media General name and will remain headquartered in
Richmond, VA.

                       Shareholders OK Merger

Shareholders of Media General approved the company's merger with
New Young Broadcasting at a special meeting held on Nov. 7, 2013.
Shareholders voted to reclassify one-for-one each outstanding
share of Media General's Class A and Class B Common Stock into a
newly created class of Common Stock, thereby eliminating Media
General's dual-class stock structure.  Shareholders also voted to
issue approximately 60 million shares of this new class of Common
Stock to the Young Broadcasting equity holders, thereby increasing
the total number of Media General shares outstanding to
approximately 88 million.  Media General will continue to be
traded on the New York Stock Exchange under its existing symbol
MEG.  The merged company will retain the Media General name and
will remain headquartered in Richmond, VA.

Shareholders approved amendments to the Articles of Incorporation
of Media General to clarify that only the holders of Class B
Common Stock are entitled to vote on the Reclassification and one
Stockholder of Media General may be issued Non-Voting Common Stock
in the Reclassification.  The shareholders also approved, on an
advisory basis, the compensation of certain of the Company's
executive officers.

"We're delighted to have shareholder approval for our business
combination with Young Broadcasting, and we are very excited about
the prospects for the combined company," said George L. Mahoney,
president and chief executive of Media General.  "Once we receive
FCC approval for our license transfers, we will close very quickly
on the transaction.  We believe the review process is going
smoothly at the FCC," said Mr. Mahoney. Mr. Mahoney will continue
to serve in his current role for the combined company.

"As we look to the future, we're excited by the opportunities the
merger will provide for our shareholders, employees and customers.
We have worked diligently for the past few months with the Young
management team to ensure a smooth transition and integration of
the two companies.

"We will realize $44 million of synergies very quickly, including
$29 million of financing synergies and $15 million of operating
synergies.  The financing synergies result from a new long-term
financing arrangement that will become effective when the merger
closes.  The new variable-rate credit agreement will enable us to
reduce current combined cash interest expense from $75 million to
$39 million based on current interest rates.  We expect to realize
the operating synergies within the first 12 months after closing.

"The stronger business profile that this merger creates, and our
new financial flexibility, position Media General very well to
participate actively in the broadcast industry's ongoing
consolidation and to further enhance shareholder value," said Mr.
Mahoney.

                        Directors Appointed

Pursuant to the Merger Agreement, effective as of Nov. 12, 2013,
Media General's Board of Directors has appointed five of Young's
directors, H.C. Charles Diao, Soohyung Kim, Howard Schrott, Kevin
Shea and Thomas J. Sullivan, to the Company's Board of Directors,
thereby increasing the board size to 14 members.

Soohyung Kim, H.C. Charles Diao, and Kevin Shea have been
appointed to the Nominating Committee to serve on that Committee
together with Wyndham Robertson and Rodney A. Smolla, existing
directors of Media General.

H.C. Charles Diao, Soohyung Kim, Howard Schrott and Kevin Shea
have been appointed to the Compensation Committee to serve on that
committee together with Coleman Worthman III, Wyndham Robertson
and Rodney A. Smolla, existing directors of Media General.
Howard Schrott and Kevin Shea have been appointed to the Audit
Committee to serve on that committee together with Diana F.
Cantor, Dennis J. FitzSimmons and Carl G. Thigpen, existing
directors of Media General.

Additional information is available for free at:

                          http://is.gd/lNSqHS

                           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 in total 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.


MEDIA GENERAL: Warren E. Buffett Held 5.5% Stake at Nov. 12
-----------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Warren E. Buffett and Berkshire Hathaway Inc.
disclosed that as of Nov. 12, 2013, they beneficially owned
4,646,220 shares of voting common stock, no par value per share,
of Media General, Inc., representing 5.5 percent of the shares
outstanding.  A copy of the regulatory filing is available for
free at http://is.gd/1StQqu

                        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 in total 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.


MERCANTILE BANCORP: Securities Holders Can Tap Griffin as Advisor
-----------------------------------------------------------------
The Official Committee of Trust Preferred Securities Holders in
the Chapter 11 case of Mercantile Bancorp, Inc., sought and
obtained authority from the U.S. Bankruptcy Court for the District
of Delaware to retain Griffin Financial Group, LLC, as its
investment banker and financial advisor.

Griffin will, among other things, evaluate the assets and
liabilities of the Debtor and its subsidiary Mercantile Bank and
review and analyze the financial condition, operating results,
liquidity and capital structure of the Debtor and the Bank,
including capital adequacy and asset quality.

Griffin will be paid a cash advisory fee of $90,000 for the period
beginning July 19, 2013, and ending Aug. 31, 2013, and $36,000 for
each month thereafter.  The firm will also be paid an incentive
fee in the event of the consummation of a sale under Section 363
of the Bankruptcy Code or any other transaction other than a 363
Sale.  The firm will further be paid a fee equal to the product of
a percentage to be agreed to by the firm and C&Co/PrinceRidge LLC,
which the Committee also seeks to retain.

The firm will be reimbursed for any necessary out-of-pocket
expenses.  The Engagement Letter provides that the firm's
aggregate fees will not exceed $1,200,000.

Joseph M. Harenza, the chief executive officer and senior managing
director of Griffin, assures the Court that his firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code and does not represent any interest adverse
to the Committee's.

                     About Mercantile Bancorp

Mercantile Bancorp -- http://www.mercbanx.com/-- is a Quincy,
Illinois-based bank holding company with wholly owned subsidiaries
consisting of one bank in Illinois and one each in Kansas and
Florida, where the Company conducts full-service commercial and
consumer banking business, engages in mortgage banking, trust
services and asset management, and provides other financial
services and products.  The Company also operated Mercantile Bank
branch offices in Missouri and Indiana.

On Aug. 10, 2011, the Illinois Division of Banking released a
Consent Order that Mercantile Bank, the Federal Deposit Insurance
Corporation, and the Division entered into as of July 28, 2011.
Under the Order, Mercantile Bank will cease operating with all
money transmitters and currency businesses providing brokerage,
sale or exchange of non-United States currency for deposit
customers.  Furthermore, Mercantile Bank may not enter into a new
line of business without the prior written consent of the FDIC and
the Division.

Mercantile Bancorp filed a Chapter 11 petition (Bankr. D. Del.
Case No. 13-11634) on June 27, 2013.  The petition shows assets
and debt both exceeding $50 million.  Liabilities include $61.9
million owing on junior subordinated debentures.  Mercantile
stopped paying interest on the debentures in 2009, since then
running up $14 million in unpaid interest.

Stuart M. Brown, Esq. at DLA Piper LLP (US), in Wilmington,
Delaware; and Richard A. Chesley, Esq., Kimberly D. Newmarch,
Esq., and Aaron M. Paushter, Esq., at DLA Piper LLP (US), in
Chicago, Illinois, are the attorneys for the Debtor.

A three-member official committee of unsecured creditors was
appointed by the U.S. Trustee.

An official committee of trust preferred securities holders was
also appointed by the U.S. Trustee.  The TruPS Committee is
represented by Domenic E. Pacitti, Esq., at Klehr Harrison Harvey
Branzburg LLP, in Wilmington, Delaware; Morton R. Branzburg, Esq.,
at Klehr Harrison Harvey Branzburg LLP, in Philadelphia,
Pennsylvania; David R. Seligman, P.C., Esq., and Jeffrey W.
Gettleman, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois;
and Joseph Serino Jr., P.C., Esq., and John P. Del Monaco, Esq.,
at Kirkland & Ellis LLP, in New York.


MERCANTILE BANCORP: Committee Can Tap PrinceRidge as Banker
-----------------------------------------------------------
The Official Committee of Trust Preferred Securities Holders in
the Chapter 11 case of Mercantile Bancorp, Inc., sought and
obtained authority from the U.S. Bankruptcy Court for the District
of Delaware to retain C&Co./PrinceRidge LLC as its investment
banker and financial advisor.

PrinceRidge will, among other things, identify and evaluate
additional potential purchasers of the Bank in PrinceRidge's areas
of expertise and contact and negotiate with the parties.

The engagement letter with PrinceRidge provides that the firm will
be paid a cash advisory fee of $60,000 for the period beginning
July 19, 2013, and ending Aug. 31, 2013, and $24,000 for each
month thereafter; an incentive fee in the event of a consummation
of a sale under Section 363 of the Bankruptcy Code or any
transaction other than a 363 Sale; and a fee equal to the product
of a percentage to be agreed to by the firm and Griffin Financial
Group, LLC, which will also be retained by the Committee.

PrinceRidge will also be reimbursed for any necessary out-of-
pocket expenses.  The Engagement Letter provides that the firm's
aggregate fees will not exceed $800,000.

Joseph H. McCann III, a Vice Chairman of PrinceRidge, assures the
Court that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Committee's.

He may be reached at:

     Joe McCann
     Vice Chairman
     C&Co./PrinceRidge LLC
     1633 Broadway, 28th Floor
     New York, NY 10019
     Tel: (646) 792-5635
     E-mail: jmccann@princeridge.com

                     About Mercantile Bancorp

Mercantile Bancorp -- http://www.mercbanx.com/-- is a Quincy,
Illinois-based bank holding company with wholly owned subsidiaries
consisting of one bank in Illinois and one each in Kansas and
Florida, where the Company conducts full-service commercial and
consumer banking business, engages in mortgage banking, trust
services and asset management, and provides other financial
services and products.  The Company also operated Mercantile Bank
branch offices in Missouri and Indiana.

On Aug. 10, 2011, the Illinois Division of Banking released a
Consent Order that Mercantile Bank, the Federal Deposit Insurance
Corporation, and the Division entered into as of July 28, 2011.
Under the Order, Mercantile Bank will cease operating with all
money transmitters and currency businesses providing brokerage,
sale or exchange of non-United States currency for deposit
customers.  Furthermore, Mercantile Bank may not enter into a new
line of business without the prior written consent of the FDIC and
the Division.

Mercantile Bancorp filed a Chapter 11 petition (Bankr. D. Del.
Case No. 13-11634) on June 27, 2013.  The petition shows assets
and debt both exceeding $50 million.  Liabilities include $61.9
million owing on junior subordinated debentures.  Mercantile
stopped paying interest on the debentures in 2009, since then
running up $14 million in unpaid interest.

Stuart M. Brown, Esq. at DLA Piper LLP (US), in Wilmington,
Delaware; and Richard A. Chesley, Esq., Kimberly D. Newmarch,
Esq., and Aaron M. Paushter, Esq., at DLA Piper LLP (US), in
Chicago, Illinois, are the attorneys for the Debtor.

A three-member official committee of unsecured creditors was
appointed by the U.S. Trustee.

An official committee of trust preferred securities holders was
also appointed by the U.S. Trustee.  The TruPS Committee is
represented by Domenic E. Pacitti, Esq., at Klehr Harrison Harvey
Branzburg LLP, in Wilmington, Delaware; Morton R. Branzburg, Esq.,
at Klehr Harrison Harvey Branzburg LLP, in Philadelphia,
Pennsylvania; David R. Seligman, P.C., Esq., and Jeffrey W.
Gettleman, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois;
and Joseph Serino Jr., P.C., Esq., and John P. Del Monaco, Esq.,
at Kirkland & Ellis LLP, in New York.


METROPARK USA: Committee Authorized to Pay Blakeley Firm
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
entered an order clarifying the terms of the Court's order
authorizing the Official Committee of Unsecured Creditors
of Metropark USA, Inc., to modify the employment terms of Blakeley
& Blakeley LLP entered May 2, 2013.

The Court ordered that B&B will be compensated for the prosecution
of the Avoidance Actions.

In addition to the compensation provided in the May 2 order, B&B
will be compensated for the waiver of $81,497 in administrative
claims held by certain landlords that it obtained through the
settlement of various Avoidance Actions.

As reported in the Troubled Company Reporter on Oct. 29, 2013,
the Committee wanted the terms of the Amended Employment Order
entered May 2, 2013, clarified and if necessary, further modify
the terms of B&B's employment to ensure that the contingency
fee applies to administrative claim waivers in addition to
collected settlement funds.

The Committee and Blakeley & Blakeley have agreed that Blakeley &
Blakeley will be compensated based on monies recovered and the
value of administrative claims waived.  The value of any
administrative claim waiver will be determined when all
administrative claims are paid on a final basis and will be
calculated as follows:

   - the distribution to administrative creditors will be
     calculated as if no claim waivers had been obtained;

   - the amount that would have been paid to an administrative
     claimant in the absence of a claim waiver will be deemed to
     be the value of the waived administrative claim;

   - Blakeley & Blakeley will be entitled to receive 30% of the
     amount that would have been received by the administrative
     claimant in the absence of the claim waiver;

   - regardless of the sources of the contingency-fee, on a net
     basis, the contingency-fee rate will not exceed 30%

Although the Committee and Blakeley & Blakeley believe that the
Amendment Employment Order allows the contingency fee to apply to
all monies collected and any administrative claim waivers obtained
through the prosecution of the Avoidance Actions, the Committee
and Blakeley & Blakeley want to ensure that they are correct, and
avoid potentially expensive litigation.

                       About Metropark USA

Metropark USA, Inc. -- http://www.metroparkusa.com/-- is a Los
Angeles retail chain with 70 stores in 21 states.  Metropark was
founded in 2004 to capitalize on the large Gen Y segment (the
25-35 year old customer) in demand for fashion-forward apparel
and accessories.  Its headquarters, distribution centers, and
e-commerce site located in Los Angeles, California.

Metropark filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 11-22866) on April 26, 2011.

The Debtor disclosed total assets of $28,933,805 and total debts
of $28,697, 006 as of April 2 , 2011.

CRG Partners Group, LLC, is the Debtor's financial advisor.  The
Debtor also tapped Great American Group Real Estate, LLC doing
business as GA Keen Realty Advisors as special real estate
advisor.  Ronald A. Clifford, Esq., at Blakeley & Blakeley, LLP,
in Irvine, Calif., represents the Official Committee of Unsecured
Creditors.


MICROVISION INC: Incurs $3.6 Million Net Loss in Third Quarter
--------------------------------------------------------------
MicroVision, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $3.66 million on $964,000 of total revenue for the three months
ended Sept. 30, 2013, as compared with a net loss of $3.84 million
on $2.61 million of total revenue for the same period during the
prior year.

For the nine months ended Sept. 30, 2013, the Company incurred a
net loss of $10.75 million on $4.63 million of total revenue as
compared with a net loss of $18.61 million on $5.63 million of
total revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $12.01
million in total assets, $12.20 million in total liabilities and a
$190,000 total shareholders' deficit.

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

                         http://is.gd/u5vUUT

                          About Microvision

Headquartered in Redmond, Washington, MicroVision, Inc. (NASDAQ:
MVIS) is the creator of PicoP(R) display technology, an ultra-
miniature laser projection solution for mobile consumer
electronics, automotive head-up displays and other applications.

The Company reported a net loss of $7.09 million on $3.67 million
of total revenue for the six months ended June 30, 2013, compared
with a net loss of $14.77 million on $3.03 million of total
revenue for the corresponding period of 2012.


MOBILESMITH INC: Avy Lugassy Held 59.9% Equity Stake at Nov. 11
---------------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Avy Lugassy disclosed that as of Nov. 11,
2013, he beneficially owned 24,274,242 shares of common stock of
MobileSmith, Inc., representing 59.9 percent of the shares
outstanding.  A copy of the Schedule 13D is available for free at:

                        http://is.gd/keSBeU

                       About MobileSmith Inc.

MobileSmith, Inc. (formerly, Smart Online, Inc.) was incorporated
in the State of Delaware in 1993.  The Company changed its name to
MobileSmith, Inc., effective July 1, 2013.  The Company develops
and markets software products and services tailored to users of
mobile devices.  The Company's flagship product is The
MobileSmithTM Platform.  The MobileSmithTM Platform is an
innovative, patents pending mobile app development platform that
enables organizations to rapidly create, deploy, and manage
custom, native smartphone apps deliverable across iOS and Android
mobile platforms.

Smart Online disclosed a net loss of $4.39 million in 2012, as
compared with a net loss of $3.54 million in 2011.  The Company's
balance sheet at June 30, 2013, showed $1.52 million in total
assets, $31.12 million in total liabilities and a $29.59 million
total stockholders' deficit.

Cherry Bekaert LLP, in Raleigh, North Carolina, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has suffered recurring losses from operations and
has a working capital deficiency as of Dec. 31, 2012, which
conditions raise substantial doubt about the Company's ability to
continue as a going concern.


MOMENTIVE PERFORMANCE: Incurs $67-Mil. Net Loss in 3rd Quarter
--------------------------------------------------------------
Momentive Performance Materials Inc. filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing a net loss of $67 million on $604 million of net
sales for the three months ended Sept. 30, 2013, as compared with
a net loss of $81 million on $571 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 $198 million on $1.78 billion of net sales as compared
with a net loss of $234 million on $1.79 billion of net sales for
the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $2.86
billion in total assets, $4.13 billion in total liabilities and a
$1.26 billion total deficit.

"While we posted year-over-year gains in Segment EBITDA, we
continue to operate in a slow-growth environment amid continued
global economic volatility," said Craig O. Morrison, chairman,
president and CEO.  "Our overall third quarter 2013 Segment EBITDA
also reflected the impact of seasonality that we have historically
experienced.  Third quarter 2013 silicones Segment EBITDA totaled
$55 million compared to $44 million in the prior year period,
reflecting modest improvement in North American sales and the
impact of our cost reduction and productivity initiatives,
partially offset by decreased pricing and mix shift.  The results
of our quartz business continued to reflect cyclically weak demand
for semiconductor capital goods."

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

                         http://is.gd/f3NOCf

                      About Momentive Performance

Momentive Performance Materials, Inc., produces silicones and
silicone derivatives, and develops and manufactures products
derived from quartz and specialty ceramics.  As of Dec. 31, 2008,
the Company had 25 production sites located worldwide, which
allows it to produce the majority of its products locally in the
Americas, Europe and Asia.  Momentive's customers include
companies in industries, such as Procter & Gamble, 3M, Goodyear,
Unilever, Saint Gobain, Motorola, L'Oreal, BASF, The Home Depot
and Lowe's.

Momentive Performance disclosed a net loss of $365 million on
$2.35 billion of net sales for the year ended Dec. 31, 2012, as
compared with a net loss of $140 million on $2.63 billion of net
sales in 2011.

                           *     *     *

As reported by the TCR on May 14, 2012, Moody's Investors Service
lowered Momentive Performance Materials Inc.'s Corporate Family
Rating (CFR) and Probability of Default Rating (PDR) to Caa1 from
B3.  The action follows the company's weak first quarter results
and expectations for a slower than expected recovery in volumes in
2012.

In the Aug. 15, 2012, edition of the TCR, Standard & Poor's
Ratings Services lowered all of its ratings on MPM by two notches,
including the corporate credit rating to 'CCC' from 'B-'.  The
outlook is negative.

"The likelihood that earnings and cash flow will remain very weak
for the next several quarters prompted the downgrade," explained
credit analyst Cynthia Werneth.  "In our view, leverage is
unsustainably high, with total adjusted debt to EBITDA above 15x
as of June 30, 2012."


MOMENTIVE SPECIALTY: Incurs $76 Million Net Loss in 3rd Quarter
---------------------------------------------------------------
Momentive Specialty Chemicals Inc. filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $76 million on $1.24 billion of net sales
for the three months ended Sept. 30, 2013, as compared with net
income of $342 million on $1.17 billion 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 $108 million on $3.69 billion of net sales as compared
with net income of $357 million on $3.67 billion of net sales for
the same peirod last year.

The Company's balance sheet at Sept. 30, 2013, showed $3.48
billion in total assets, $5.09 billion in total liabilities and a
$1.61 billion total deficit.

"We are pleased to report improved financial performance despite
ongoing global economic volatility," said Craig O. Morrison,
chairman, president and CEO.  "Our Forest Products Resins business
continues to demonstrate consistent, strong growth as both the
North American housing market steadily recovers and strategic
investments in high growth markets and productivity dropped to the
bottom line.  While cyclicality persists in our base epoxies
business, we are encouraged by gains in our specialty portfolio.
Going forward, we remain focused on investing in our leading
portfolio of technologies and global footprint, further enhancing
our cost structure and maintaining a strong balance sheet with
significant liquidity."

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

                        http://is.gd/W1ZDgm

                      About Momentive Specialty

Momentive Specialty Chemicals, Inc., headquartered in Columbus,
Ohio, is a leading producer of thermoset resins (epoxy,
formaldehyde and acrylic).  The company is also a supplier of
specialty resins for inks and specialty coatings sold to a diverse
customer base as well as a producer of commodities such as
formaldehyde, bisphenol A, epichlorohydrin, versatic acid and
related derivatives.

Momentive Specialty posted net income of $324 million in 2012 and
net income of $118 million in 2011.

                           *     *     *

Momentive Specialty carries a 'B-' issuer credit rating from
Standard & Poor's Ratings Services.  It has 'B3' corporate family
and probability of default ratings from Moody's Investors Service.

As reported in the Oct. 27, 2010 edition of TCR, Moody's Investors
Service assigned a 'Caa1' rating to the guaranteed senior secured
second lien notes due 2020 of Momentive Specialty (formerly known
as Hexion Specialty Chemicals Inc.).  Proceeds from the notes were
allocated for the repayment of $533 million of guaranteed senior
secured second lien notes due 2014.  "With this refinancing Hexion
will have refinanced or extended the maturities on the vast
majority of the debt that was originally slated to mature prior to
2015.  There is less than $600 million of this debt remaining,
which should be much easier to for the company to refinance as its
credit metrics improve further," stated John Rogers, Senior Vice
President at Moody's.


MOTORCAR PARTS: Posts $2.2 Million Net Income in Third Quarter
--------------------------------------------------------------
Motorcar Parts of America, Inc., reported net income of $2.16
million on $66.17 million of net sales for the three months ended
Sept. 30, 2013, as compared with a net loss of $8.93 million on
$57.65 million of net sales for the same period during the prior
year.

For the six months ended Sept. 30, 2013, the Company reported net
income of $103.14 million on $116.41 million of net sales as
compared with a net loss of $18.79 million on $104.45 million of
net sales for the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $289.50
million in total assets, $189.63 million in total liabilities and
$99.87 million in total shareholders' equity.

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

                        http://is.gd/i0e86R

                      Amends Credit Facility

Motorcar Parts of America has entered into an amended and restated
$125 million credit facility, comprised of a $95 million term loan
and a $30 million revolving credit facility with Cerberus Business
Finance, LLC as collateral agent and PNC Bank National
Association, a member of the PNC Finance Services Group, Inc.
(NYSE:PNC), as administrative agent.  The amended and restated
credit facility replaces a previous $125 million credit facility,
comprised of a $105 million term loan and a $20 million revolver.

Based on current interest rates, the interest rate for the new
term loan is 6.75 percent, consisting of a LIBOR floor of 1.50
percent plus a margin of 5.25 percent.  The revolving credit
facility interest rate is LIBOR plus a margin of 2.50 percent.
This represents a saving of approximately 3.75 percent for the
term loan and 0.5 percent on the revolver. At closing, the company
had a $95 million term loan outstanding in addition to $10 million
of borrowings on the revolving credit facility, with a blended
interest rate currently of approximately 6.4 percent.  The company
had approximately $30 million of cash on hand at closing.

"The amended and restated credit facility reduces our blended
rates by approximately 4 percent and also gives the company the
flexibility to repurchase stock and to pay down an incremental $10
million of the term loan within the next 120 days.  The new
facility will result in reduced interest expense and provides
greater financial flexibility to execute management?s strategic
growth plans," said Selwyn Joffe, chairman, president and chief
executive officer.

In conjunction with entering into the amended and restated
financing agreement, the company incurred various fees and
expenses, including a pre-payment premium stipulated in the
original loan agreement of approximately $3.0 million on the
company's prior credit facility.

                        About Motorcar Parts

Torrance, California-based Motorcar Parts of America, Inc.
(Nasdaq: MPAA) is a remanufacturer of alternators and starters
utilized in imported and domestic passenger vehicles, light trucks
and heavy duty applications.  Motorcar Parts of America's products
are sold to automotive retail outlets and the professional repair
market throughout the United States and Canada, with
remanufacturing facilities located in California, Mexico and
Malaysia, and administrative offices located in California,
Tennessee, Mexico, Singapore and Malaysia.

The Company reported a net loss of $91.5 million on $406.3 million
of sales in fiscal 2013, compared to a net loss of $48.5 million
on $363.7 million of sales in fiscal 2012.

Ernst & Young LLP, in Los Angeles, California, noted that the
Company's wholly owned subsidiary Fenwick Automotive Products
Limited has recurring operating losses since the date of
acquisition and has a working capital and an equity deficiency.
"In addition, Fenco has not complied with certain covenants of its
loan agreements with its bank.  These conditions relating to Fenco
coupled with the significance of Fenco to the Consolidated
Companies, raise substantial doubt about the Consolidated
Companies' ability to continue as a going concern."


MOUNTAIN PROVINCE: Incurs C$8.6 Million Net Loss in 3rd Qtr.
------------------------------------------------------------
Mountain Province Diamonds Inc. reported a net loss of C$8.60
million for the three months ended Sept. 30, 2013, as compared
with net income of $8.20 million for the same period last year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of C$19.76 million as compared with a net loss of
C$247,718 for the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed C$81.07
million in total assets, C$12.42 million in total liabilities and
C$68.64 million in total shareholders' equity.

"The Company's primary mineral asset is in the exploration and
evaluation stage and, as a result, the Company has no source of
revenues.  In the nine months ended September 30, 2013 and year
ended December 31, 2012, the Company incurred losses, and had
negative cash flows from operating activities, and will be
required to obtain additional sources of financing to complete its
future business plans.  Although the Company had working capital
of $22,990,441 at September 30, 2013, including $28,072,698 cash
and cash equivalents and short-term investments, the Company has
insufficient capital to finance its operations and the Company?s
costs of the Gahcho Kue Project (Note 7) over the next 12 months.
The Company is currently investigating various sources of
additional funding to increase the cash balances required for
ongoing operations. These additional sources include, but are not
limited to, share offerings, private placements, credit and debt
facilities, as well as the exercise of outstanding options.
However, there is no certainty that the Company will be able to
obtain financing from any of those sources.  These conditions
indicate the existence of a material uncertainty that results in
substantial doubt as to the Company's ability to continue as a
going concern," the Company said in the Report.

A copy of the Quarterly Report is available for free at:

                        http://is.gd/2OWGWx

                    About Mountain Province Diamonds

Headquartered in Toronto, Canada, Mountain Province Diamonds Inc.
(TSX: MPV, NYSE AMEX: MDM) -- http://www.mountainprovince.com/--
is a Canadian resource company in the process of permitting and
developing a diamond deposit known as the "Gahcho Kue Project"
located in the Northwest Territories of Canada.  The Company's
primary asset is its 49 percent interest in the Gahcho Kue
Project.

Mountain Province disclosed a net loss of C$3.33 million for the
year ended Dec. 31, 2012, a net loss of C$11.53 million in 2011,
and a net loss of C$14.53 million in 2010.


MSD PERFORMANCE: Lenders Withdraw Motion to Terminate Exclusivity
-----------------------------------------------------------------
The original par lenders have notified the U.S. Bankruptcy Court
for the District of Delaware of their withdrawal of their motion
to terminate MSD Performance, Inc., et al.'s exclusive periods.

As reported in the Troubled Company Reporter on Oct. 15, 2013,
the Court scheduled a Nov. 22, 2013 hearing on the motion of the
original par lenders.

The original par lenders are Madison Capital Funding LLC, Golub
Capital Partners IV, L.P., Golub Capital Partners V, L.P., Golub
Capital Partners VI, L.P., Golub Capital Partners 2007-2 Ltd.,
Golub International Loan Ltd. I, OFSI Fund III, Ltd., and CIFC
Funding 2006-I, Ltd.

As reported in the Troubled Company Reporter on Oct. 1, 2013, the
Debtors have refused to pursue a reorganization, and instead have
designed a sale path that will fail to maximize the value of the
Original Par Lenders' secured claims and will preclude
confirmation of a Chapter 11 plan due to resulting administrative
insolvency.  If this relief is granted, the original par lenders
said they intend to file and pursue a plan of reorganization that
will be in the best interest of the stakeholders.  The original
par lenders hold 41% of the outstanding debt under the Senior
Prepetition Facility.

Holders of the majority of the debt under the Senior Prepetition
Facility, affiliate entities Z Capital MSD, L.L.C., and Z Capital
Special Situations Fund II, L.P. (collectively, "Z Capital") hold
59% of the outstanding debt under the Senior Prepetition Facility.

Z Capital was not an original Senior Lender, but became a Senior
Lender when it began purchasing outstanding debt under the Senior
Prepetition Facility.

                     About MSD Performance

MSD Performance, Inc., headquartered in El Paso, Texas, operates
in the power sports enthusiast and professional racer markets
where the company maintains leading market share positions across
all of its product categories under the MSD Ignition(R),
Racepak(R) and Powerteq(R) brands.  The company's facilities
encompass over 220,000 square feet in six buildings, five of which
are located across the U.S. and one in Shanghai, China.

MSD Performance and its U.S. affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 13-12286) on Sept. 6,
2013.  Ron Turcotte signed the petitions as CEO.  The Debtors
disclosed $30,305,656 in assets and $129,242,63 is liabilities as
of the Chapter 11 filing.

The Debtors' restructuring counsel is Jones Day.  Their investment
banker is SSG Advisors, LLC.  The Debtors are also represented by
Richards Layton and Finger, as local counsel.  Logan & Co. is the
claims and notice agent.

The Official Committee of Unsecured Creditors appointed in the
case retained Blank Rome LLP as counsel, and Carl Marks Advisory
Group LLC as financial advisors.


MUSCLEPHARM CORP: To Acquire BioZone's Operating Assets
-------------------------------------------------------
MusclePharm Corporation has signed a definitive asset purchase
agreement with BioZone Pharmaceuticals, Inc., to acquire
substantially all of the assets of BioZone and its subsidiaries.

Under the terms of the agreement, MusclePharm, through a newly
formed Nevada subsidiary, BioZone Laboratories, Inc., will acquire
substantially all of the assets of BioZone and its subsidiaries
including its manufacturing facility in Richmond, California; all
assets associated with BioZone's QuSomes(R), HyperSorb and
EquaSomeTM technologies; BioZone's Baker-Cummins line of products;
and, the name "BioZone".  In addition, BioZone will retain the
right to market QuSomes(R) technology for a period of time.  The
Company will also license certain of the acquired assets to
BioZone for a period of time.

BioZone's patented QuSomes(R) technology enhances the absorption
of topical and other drugs.  MusclePharm is evaluating the
QuSomes(R) technology in connection with nutritional supplements
to determine if the combination of QuSomes(R) and nutritional
supplements will enhance the absorption and speed of delivery of
several MusclePharm products.

MusclePharm's management believes that the acquisition would
provide MusclePharm with additional benefits:

   * A substantial opportunity to bring science, innovation and
     sophistication to the sport nutrition market;

   * An opportunity to realize meaningful cost savings by
     utilizing the existing BioZone facilities in Northern
     California to establish a new west coast distribution center
     for MusclePharm products;

   * An opportunity to realize meaningful cost savings by
     internalizing and consolidating MusclePharm's product quality
     control programs which are currently being outsourced; and

   * An opportunity, over time, to internalize various components
     of manufacturing of MusclePharm products.

Commenting on the announcement, Brad Pyatt, founder and CEO of
MusclePharm, stated, "We believe that the acquisition of the
BioZone assets provides MusclePharm with numerous avenues to
create shareholder value.  In addition to acquiring the delivery
technologies and science, we will have an opportunity to improve
our logistics and supply chain and take control of QC procedures.
Lastly, it gives us a long-term roadmap to eventually take control
of our manufacturing."

The purchase price to be paid by MusclePharm at closing is 1.2
million shares of the Company's common stock, of which 600,000
shares will be placed into escrow for a period of 9 months to
cover indemnification obligations.  While in escrow, the 600,000
shares will also be subject to repurchase by MusclePharm for
$10.00 per share in cash.  Non-escrowed shares will be subject to
a lockup agreement containing certain leak out provisions as well
as permit private sales.

Closing of the transaction is subject to customary conditions
including the delivery of a fairness opinion to MusclePharm,
regulatory filings, and shareholder approval by BioZone
shareholders.  Closing will occur subsequent to satisfying all
closing conditions which is expected to occur prior to Dec. 31,
2013.

A copy of the Asset Purchase Agreement is available at:

                        http://is.gd/dn9S04

                         About MusclePharm

Headquartered in Denver, Colorado, MusclePharm Corporation
(OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life-
style company that develops and manufactures a full line of
National Science Foundation approved nutritional supplements that
are 100 percent free of banned substances.  MusclePharm is sold in
over 120 countries and available in over 5,000 U.S. retail
outlets, including GNC and Vitamin Shoppe.  MusclePharm products
are also sold in over 100 online stores, including
bodybuilding.com, Amazon.com and Vitacost.com.

The Company reported a net loss of $23.28 million in 2011,
compared with a net loss of $19.56 million in 2010.  The Company's
balance sheet at June 30, 2013, showed $23.25 million in total
assets, $10.64 million in total liabilities and $12.61 million in
total stockholders' equity.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Berman & Company,
P.A., in Boca Raton, Florida, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has a net loss of
$23,280,950 and net cash used in operations of $5,801,761 for the
year ended Dec. 31, 2011; and has a working capital deficit of
$13,693,267, and a stockholders' deficit of $12,971,212 at
Dec. 31, 2011.


NESBITT PORTLAND: CRO Asks Court's OK to Sell Hotels for $166-Mil.
------------------------------------------------------------------
Grant Lyon, the chief restructuring officer of Nesbitt Portland
Property, LLC, et al., asks the U.S. Bankruptcy Court for the
Central District of California to approve the sale of
substantially all of the assets of the Debtors to ES Feeholder,
LLC, for $166.3 million.  ES Feeholder, an affiliate of secured
lender ES Noteholder, LLC, submitted the highest and best offer
for the assets.

ES Noteholder acquired the mortgage loan from U.S. Bank National
Association, as successor-in-interest to Bank of America, N.A., as
trustee, for Registered Holders of GS Mortgage Securities
Corporation II, Commercial Mortgage Pass-Through Certificates,
Series 2006-GG6.

As reported in the TCR on June 19, 2013, the Debtors submitted a
Chapter 11 reorganization plan that calls for selling off seven
Embassy Suites brand hotels and an eighth Texas hotel to new
franchisors.  The hotels was put up for auction in an attempt to
cover at least $193 million in outstanding lender claims --
including a defaulted $187.5 million loan plus interest.

A copy of the motion is available at:

        http://bankrupt.com/misc/nesbittportland.doc476.pdf

                  About Nesbitt Portland Property

Windsor Capital Group Inc. CEO Patrick M. Nesbitt sent hotel-
companies to Chapter 11 bankruptcy to stop a receiver named by
U.S. Bank National Association from taking over eight hotels,
seven of which are operated as Embassy Suites brand hotels.  The
eighth hotel, located in El Paso, Texas, was previously operated
as an Embassy Suites hotel, but lost its franchise agreement.
The eight hotels were pledged by the Debtors as collateral for the
loans with U.S. Bank.

According to http://www.wcghotels.com/Santa Monica-based Windsor
Capital owns and/or operates 23 branded hotels in 11 states across
the U.S.  Windsor Capital is the largest private owner and
operator of Embassy Suites hotels.

In the case U.S. Bank vs. Nesbitt Bellevue Property LLC, et al.
(S.D.N.Y. 12 Civ. 423), U.S. Bank obtained approval from the
district judge in June to name Alan Tantleff of FTI Consulting,
Inc., as receiver for:

* Embassy Suites Colorado Springs in Colorado;
* Embassy Suites Denver Southeast in Colorado;
* Embassy Suites Cincinnati - Northeast in Blue Ash, Ohio;
* Embassy Suites Portland - Washington Square in Tigard, Oregon;
* Embassy Suites Detroit - Livornia/Novi in Michigan;
* Embassy Suites El Paso in Texas;
* Embassy Suites Seattle - North/Lynwood in Washington; and
* Embassy Suites Seattle - Bellevue in Washington

The receiver obtained district court permission to engage Crescent
Hotels and Resorts LLC to manage the eight hotels.  But before Mr.
Adam could take physical possession of the properties and take
control of the Hotels, the eight borrowers filed Chapter 11
petitions (Bankr. C.D. Cal. Lead Case No. 12-12883) on
July 31, 2012, in Santa Barbara, California.

The debtor-entities are Nesbitt Portland Property LLC; Nesbitt
Bellevue Property LLC; Nesbitt El Paso Property, L.P.; Nesbitt
Denver Property LLC; Nesbitt Lynnwood Property LLC; Nesbitt
Colorado Springs Property LLC; Nesbitt Livonia Property LLC; and
Nesbitt Blue Ash Property LLC.

Bankruptcy Judge Robin Riblet presides over the cases.  The
Jonathan Gura, Esq., and Peter Susi, Esq., at Susi & Gura, PC; and
Joseph M. Sholder, Esq., at Griffith & Thornburgh LLP, represent
the Debtor as counsel.  Alvarez & Marsal North American, LLC,
serves as financial advisors.

Attorneys at Kilpatrick Townsend & Stockton LLP represented the
Debtors in the receivership case.

U.S. Bank National Association, as Trustee and Successor in
Interest to Bank of America, N.A., as Trustee for Registered
Holders of GS Mortgage Securities Corporation II, Commercial
Mortgage Passthrough Certificates, Series 2006-GG6, acting by and
through Torchlight Loan Services, LLC, as special servicer, are
represented in the case by David Weinstein, Esq., and Lawrence P.
Gottesman, Esq., at Bryan Cave LLP.

On Sept. 5, 2012, the Debtors filed with the Court their schedules
of assets and liabilities.  Nesbitt Portland scheduled
$29.4 million in assets and $192.3 million in liabilities.
Nesbitt Portland's hotel property is valued at $27.19 million, and
secures a $191.9 million debt to U.S. Bank.


NESBITT PORTLAND: CRO Taps Bryan Cave to Assist in Asset Sale
-------------------------------------------------------------
Grant Lyon, chief restructuring officer of Nesbitt Portland
Property LLC, et al., asks the U.S. Bankruptcy Court for the
Central District of California for permission to employ Bryan Cave
LLP as his counsel to represent him with respect to the sale of
the hotels and administration of his related duties under the
Debtors' plan of reorganization.

On Oct. 1, 2013, the Bankruptcy Court entered an order confirming
the Third Amended Consensual Joint Plan of Reorganization for the
Debtors as proposed by the secured lender -- and by the Debtors.
The Plan provides for the sale of the Debtors' hotels pursuant to
a process designed to maximize the value of such hotels under the
direction of the CRO.

The hourly rates Bryan Cave's personnel are:

         Mal Serure, real estate           $590
         Zena Ho, real estate              $385
         Lawrence Gottesman, restructuring $815
         Michelle McMahon, restructuring   $600
         Purvi Shah, restructuring         $335

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

             About Nesbitt Portland Property et al.

Windsor Capital Group Inc. CEO Patrick M. Nesbitt sent hotel-
companies to Chapter 11 bankruptcy to stop a receiver named by
U.S. Bank National Association from taking over eight hotels,
seven of which are operated as Embassy Suites brand hotels.  The
eighth hotel, located in El Paso, Texas, was previously operated
as an Embassy Suites hotel, but lost its franchise agreement.
The eight hotels were pledged by the Debtors as collateral for the
loans with U.S. Bank.

According to http://www.wcghotels.com/Santa Monica-based Windsor
Capital owns and/or operates 23 branded hotels in 11 states across
the U.S.  Windsor Capital is the largest private owner and
operator of Embassy Suites hotels.

In the case U.S. Bank vs. Nesbitt Bellevue Property LLC, et al.
(S.D.N.Y. 12 Civ. 423), U.S. Bank obtained approval from the
district judge in June to name Alan Tantleff of FTI Consulting,
Inc., as receiver for:

* Embassy Suites Colorado Springs in Colorado;
* Embassy Suites Denver Southeast in Colorado;
* Embassy Suites Cincinnati - Northeast in Blue Ash, Ohio;
* Embassy Suites Portland - Washington Square in Tigard, Oregon;
* Embassy Suites Detroit - Livornia/Novi in Michigan;
* Embassy Suites El Paso in Texas;
* Embassy Suites Seattle - North/Lynwood in Washington; and
* Embassy Suites Seattle - Bellevue in Washington

The receiver obtained district court permission to engage Crescent
Hotels and Resorts LLC to manage the eight hotels.  But before Mr.
Adam could take physical possession of the properties and take
control of the Hotels, the eight borrowers filed Chapter 11
petitions (Bankr. C.D. Cal. Lead Case No. 12-12883) on
July 31, 2012, in Santa Barbara, California.

The debtor-entities are Nesbitt Portland Property LLC; Nesbitt
Bellevue Property LLC; Nesbitt El Paso Property, L.P.; Nesbitt
Denver Property LLC; Nesbitt Lynnwood Property LLC; Nesbitt
Colorado Springs Property LLC; Nesbitt Livonia Property LLC; and
Nesbitt Blue Ash Property LLC.

Bankruptcy Judge Robin Riblet presides over the cases.  The
Jonathan Gura, Esq., and Peter Susi, Esq., at Susi & Gura, PC; and
Joseph M. Sholder, Esq., at Griffith & Thornburgh LLP, represent
the Debtor as counsel.  Alvarez & Marsal North American, LLC,
serves as financial advisors.

Attorneys at Kilpatrick Townsend & Stockton LLP represented the
Debtors in the receivership case.

U.S. Bank National Association, as Trustee and Successor in
Interest to Bank of America, N.A., as Trustee for Registered
Holders of GS Mortgage Securities Corporation II, Commercial
Mortgage Passthrough Certificates, Series 2006-GG6, acting by and
through Torchlight Loan Services, LLC, as special servicer, are
represented in the case by David Weinstein, Esq., and Lawrence P.
Gottesman, Esq., at Bryan Cave LLP.

On Sept. 5, 2012, the Debtors filed with the Court their schedules
of assets and liabilities.  Nesbitt Portland scheduled
$29.4 million in assets and $192.3 million in liabilities.
Nesbitt Portland's hotel property is valued at $27.19 million, and
secures a $191.9 million debt to U.S. Bank.

The bankruptcy judge confirmed on Oct. 4, a third amended Chapter
11 reorganization plan filed by a collective of Embassy Suites
hotel operators with secured lender U.S. Bank NA on Sept. 27,
2013.


NIRVANIX INC: May Hire Cooley LLP as Corporate Counsel
------------------------------------------------------
Nirvanix, Inc. sought and obtained permission from the U.S.
Bankruptcy Court for the District of Delaware to employ Cooley LLP
as special corporate counsel, nunc pro tunc to Oct. 1, 2013.

The Debtor tapped Cooley LLP as its special corporate counsel to
continue representing the Debtor with respect to certain corporate
matters, including, principally, assisting the Debtor in the sale
of substantially all of its assets pursuant to section 363 of the
Bankruptcy Code, general corporate matters, employment issues and
collecting accounts from customers -- "327(e)Matters".

The Debtor requires Cooley LLP to:

   (a) assist in the marketing of the Debtor's assets;

   (b) assist the Debtor in negotiating and analyzing bids from
       potential buyers;

   (c) draft all sale related documents;

Cooley LLP will be paid at these hourly rates:

       Kenneth Guernsey          $1,020
       Keith McDaniels           $695
       Lesley Kroupa             $640
       Christopher Yamaoka       $585

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

Keith McDaniels, Esq., partner at Cooley LLP, assured the Court
that the firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code and does not represent
any interest adverse to the Debtors and their estates.

                      About 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.


NIRVANIX INC: Can Employ Cole Schotz as Bankruptcy Counsel
----------------------------------------------------------
Nirvanix, Inc. sought and obtained permission from the U.S.
Bankruptcy Court for the District of Delaware to employ Cole,
Schotz, Meisel, Forman & Leonard, P.A. as general reorganization
and bankruptcy counsel, nunc pro tunc to Oct. 1, 2013.

The Debtor requires Cole Schotz to:

   (a) advise the Debtor of its rights, powers and duties as
       debtor-in-possessions;

   (b) advise the Debtor regarding matters of bankruptcy law;

   (c) represent the Debtor in proceedings and hearings in the
       U.S. Bankruptcy Court for the District of Delaware;

Cole Schotz will be paid at these hourly rates:

       Members and Special Counsel     $375-$800
       Associates                      $195-$420
       Paralegals                      $170-$250

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

Cole Schotz received an initial retainer from the Debtor in the
amount of $50,000 and a second retainer of $75,000, for the
planning, preparation of documents and its proposed post-petition
representation of the Debtor.  The initial retainer was provided
by Khosla Ventures IV LP on the Debtor's behalf.  Of the initial
retainer and second retainer amounts, $67,585.50 was applied to
pay pre-petition fees and expenses incidental to the preparation
and filing of this case and the petition filing fee.  The
remaining $57,414.50 constitutes a general or "evergreen" retainer
as security for Cole Schotz's post-petition services.

Patrick J. Reilley, Esq., member of Cole Schotz, assured the Court
that the firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code and does not represent
any interest adverse to the Debtors and their estates.

                        About 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.


NIRVANIX INC: Files Schedules of Assets and Liabilities
-------------------------------------------------------
Nirvanix, Inc. filed with the Bankruptcy Court for the District of
Delaware its schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property            $4,159,397
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $23,418,914
  E. Creditors Holding
     Unsecured Priority
     Claims                                       Undetermined
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $1,686,262
                                 -----------      -----------
        TOTAL                    $4,156,397       $25,105,177

                     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.


NNN PARKWAY: To Present Plan for Confirmation on Dec. 19
--------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
provisionally approved the adequacy of the disclosure statement
explaining NNN Parkway 400 26, LLC, et al.'s Chapter 11 Plan.
Debtor is to send the solicitation packages, with the amended
Disclosure Statement on Nov. 13, 2013.

The hearing to confirm the Plan will be held on Dec. 19, 2013, at
11:00 a.m.  The Plan Objection deadline is Dec. 6, 2013.  The
Voting Deadline is Dec. 4, 2013, at 5:00 p.m.  The Confirmation
Brief, including a ballot tally, which the confirmation brief can
act as reply as well, explaining why the Plan is confirmable, is
to be filed by Dec. 12, 2013.

                       "Unconfirmable" Plan

WBCMT 2007-C31 Amberpark Office Limited Partnership tells the U.S.
Bankruptcy Court for the Central District of California that NNN
Parkway 400 26, LLC, et al.'s Chapter 11 Plan is patently
unconfirmable as a matter of law, that it intends to vote to
reject the Plan, and no amount of disclosure regarding the Plan is
likely to change its position.

In the interest of judicial economy and concluding the Chapter 11
cases before the end of the year, the lender says it supports
moving forward with the Plan solicitation and confirmation
process.

                       The Chapter 11 Plan

As reported in the TCR on Sept. 25, 2013, the payments under the
Plan will be funded by (1) a new capital infusion over the term of
the Plan from the Debtors collectively based on an investment
venture with Steelbridge Capital, LLC; (2) net operational profits
generated by the Property, after allowance of operational expenses
and reserves; and (3) to the extent necessary, other sources of
funds, including a further cash infusion from the Debtors or
future borrowings.  Before or by the five year anniversary of the
Effective Date, the Property will either be refinanced or sold to
pay off the remaining Class 2 Secured Claim of WBCMT 2007-C31
Amberpark Office Limited Partnership and Lender's Unsecured Claim
in Class 7.

According to papers filed with the Court, the Debtors believe
that, in the absence of the Chapter 11 reorganization and the
confirmation of the Plan, the Debtors' assets would be liquidated
at substantially discounted prices, leaving much less to pay
creditors.  "The Plan, on the other hand, allows the Debtors to
maximize the return to creditors through the orderly
administration of their assets.  For example, the Lender will
continue to be paid under a debt secured by the Property and non-
Lender creditors will be able to receive payments on their debts.
Based on the New Capital Infusion, the property manager will have
sufficient time and resources to improve and lease the Property
thereby increasing the occupancy rate and rental revenue, to the
benefit of the Property, its tenants, vendors and local business
community."

The Plan provides for these terms:

    * The Debtors' Plan provides for a bifurcation of WBCMT's
claim into secured and unsecured claims based on the value of the
Property.  Among other things, the Plan provides for a substantial
principal pay down of the Lender's secured claim and then payments
over time.  The Class 2 Claim of WBCMT, to the extent Allowed,
will be treated as a Secured Claim in the amount of $19,800,000,
secured by liens and security interests in the WBCMT Collateral,
including the Property.  On or before the five-year anniversary of
the Effective Date, WBCMT will be paid a sum certain of $1,000,000
on its Class 7 Unsecured Claim.  To the extent WBCMT recovers
payment on its Class 7 Claim from the Guarantor, WBCMT's Class 7
Claim will be disallowed in a proportionate amount which prohibits
any double recovery, and WBCMT will not be entitled to any payment
on the Class 7 Claim.

    * Except to the extent the holder of an Allowed Class 6
General Unsecured Claim has been paid prior to the Effective Date
or agrees to less favorable treatment, each holder of an Allowed
Class 6 General Unsecured Claim will receive 50% of its Allowed
Class 6 Claim within six months of the Effective Date and 50%
within 12 months of the Effective Date.

    * Class 9 consists of all Allowed Unsecured Claims against the
Debtors by the TIC owners of the Property, other than the Debtors,
for which TICs are jointly and severally liable on Class 1, Class
2, Class 3, Class 4, Class 5, Class 6, Class 7 and Class 8 Claims,
including those Claims arising before the Effective Date or those
which arise under the Plan.  Class 9 Claims will receive no
payment.

    * Class 10 Interest Holders will receive, on account of each
of their Interests in the Debtors, a share of interests in the
Reorganized Debtors in proportion to the respective Debtor's
ownership interest in the Property.

A copy of the Disclosure Statement is available at:

         http://bankrupt.com/misc/nnnparkway.doc284.pdf

                      About NNN Parkway 400

NNN Parkway 400 26, LLC, filed a bare-bones Chapter 11 petition
(Bankr. C.D. Calif. Case No. 12-24593) in Santa Ana, California,
on Dec. 31, 2012.  Dana Point, California-based NNN Parkway
estimated assets and debts of $10 million to $50 million.  The
Hon. Judge Theodor Albert presides over the case.  The Law
Office of Christine E. Baur, and David A. Lee, Esq., at Weiland,
Golden, Smiley, Wang Ekvall & Strok, LLP, represent the Debtor.

Pre-petition, the Debtors retained HighPoint Management Solutions,
LLC, a bankruptcy consulting company, as a manager of the Debtors,
and HighPoint's President, Mr. Mubeen Aliniazee, as the Debtors'
Restructuring Officer, to assist the Debtors in their compliance
with the Chapter 11 bankruptcy process.

The Debtors' primary asset is a commercial real property commonly
known as Parkway 400, which is a two-building office campus
totaling approximately 193,281 square feet located at 11720 Amber
Park Drive and 11800 Amber Park Drive, Alpharetta, Georgia.  The
Debtors hold a concurrent ownership interest in the Property with
other tenant-in-common investors and the sponsor, NNN Parkway 400,
LLC.


NNN PARKWAY: Hearing on Dismissal Bid Continued to Dec. 11
----------------------------------------------------------
The hearing on Creditor WBCMT 2007-C31 Amberpark Office Limited
Partnership's Motion to Dismiss is continued to Dec. 11, 2013, at
10:00 a.m.

As reported in the TCR on July 18, 2013, WBCMT 2007-C31 Amberpark
Office Limited Partnership asks the U.S. Bankruptcy Court for the
Central District of California to dismiss the chapter 11 case of
NNN Parkway 400 26, LLC.

Lender WBCMT 2007-C31 says this single asset case real estate case
is a classic "bad faith" filing and should be dismissed.  The
Debtor, in concert with the non-debtor TICs and its real estate
"consultant," filed this chapter 11 proceeding as a strategy to
halt the Lender's valid, non-judicial foreclosure of its lien and
to force Lender to negotiate away its contracted-for rights.

According to the Lender, since the Petition Date, the Debtor has
done nothing to advance the reorganization of the Debtor's
business, demonstrating that the sole reason for filing this case
was to delay the Lender's foreclosure.  The Debtor's inaction,
however, is not surprising, as there is nothing to reorganize,
and, even if there were, the Debtor has no ability to reorganize
it.  Before the Petition Date, the Debtor and the Non-Debtor TICs
organized as passive-investor tenants-in-common to take advantage
of certain tax regulations.  Now that their investment has failed,
they are attempting to shift the risk of their disappointing
investment and failed strategy to Lender.

WBCMT notes that the TIC arrangement was purposefully structured
as a passive investment vehicle.  The Debtor is a mere holding
company with no employees, no historical or current business
operations and no current cash flow that does not constitute
Lender's cash collateral.  The Debtor has no typical ownership
rights in the Property.

The Debtor, WBCMT notes, does not have the right to possess the
Property, to manage the Property, or even to determine who will
manage the Property.  The Debtor has no rights to any of the rents
from the Property -- its sole right is to receive any profits from
the Property after payment of operating expenses and debt service,
and only if an event of default has not occurred.

And although the Debtor owns only a 2.31% interest in the
Property, it is jointly and severally liable for the entire amount
of the Loan, which had an outstanding balance as of the Petition
Date of approximately $32 million.

The Lender also points out that there is no equity in the Property
and the Debtor has no source of income to pay the administrative
costs of this bankruptcy case, let alone to fund a reorganization.
The Debtor's lack of assets, business operations and lack of cash
flow has rendered this case administratively insolvent from the
beginning.

Finally, this bankruptcy filing was part and product of a scheme
orchestrated by Breakwater to improperly use the protections of
the Bankruptcy Code for the benefit of non-debtor entities, WBCMT
tells the Court.

                      About NNN Parkway 400

NNN Parkway 400 26, LLC, filed a bare-bones Chapter 11 petition
(Bankr. C.D. Calif. Case No. 12-24593) in Santa Ana, California,
on Dec. 31, 2012.  Dana Point, California-based NNN Parkway
estimated assets and debts of $10 million to $50 million.  The
Hon. Judge Theodor Albert presides over the case.  The Law
Office of Christine E. Baur, and David A. Lee, Esq., at Weiland,
Golden, Smiley, Wang Ekvall & Strok, LLP, represent the Debtor.

Pre-petition, the Debtors retained HighPoint Management Solutions,
LLC, a bankruptcy consulting company, as a manager of the Debtors,
and HighPoint's President, Mr. Mubeen Aliniazee, as the Debtors'
Restructuring Officer, to assist the Debtors in their compliance
with the Chapter 11 bankruptcy process.

The Debtors' primary asset is a commercial real property commonly
known as Parkway 400, which is a two-building office campus
totaling approximately 193,281 square feet located at 11720 Amber
Park Drive and 11800 Amber Park Drive, Alpharetta, Georgia.  The
Debtors hold a concurrent ownership interest in the Property with
other tenant-in-common investors and the sponsor, NNN Parkway 400,
LLC.


NNN PARKWAY: Hearing on WBCMT Stay Motion Continued to Dec. 11
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has further continued the hearing on WBCMT 2007-C31 Amberpark
Office Limited Partnership's Motion for Relief from Stay to
Dec. 11, 2013, at 10:00 a.m.

As reported in the TCR on July 25, 2013, Lender asks the
Bankruptcy Court for the Central District of California for
an order granting relief from the automatic stay with respect to
NNN Parkway 400 26 LLC's property located 11720 and 11800 Amber
Park Drive in Alpharetta, Georgia.

WBCMT, assignee of holder of deed of trust, explained that, among
other things:

   -- WBCMT's interest in the collateral is not adequately
      protected; and

   -- the bankruptcy case was filed in bad faith.

                      About NNN Parkway 400

NNN Parkway 400 26, LLC, filed a bare-bones Chapter 11 petition
(Bankr. C.D. Calif. Case No. 12-24593) in Santa Ana, California,
on Dec. 31, 2012.  Dana Point, California-based NNN Parkway
estimated assets and debts of $10 million to $50 million.  The
Hon. Judge Theodor Albert presides over the case.  The Law
Office of Christine E. Baur, and David A. Lee, Esq., at Weiland,
Golden, Smiley, Wang Ekvall & Strok, LLP, represent the Debtor.

Pre-petition, the Debtors retained HighPoint Management Solutions,
LLC, a bankruptcy consulting company, as a manager of the Debtors,
and HighPoint's President, Mr. Mubeen Aliniazee, as the Debtors'
Restructuring Officer, to assist the Debtors in their compliance
with the Chapter 11 bankruptcy process.

The Debtors' primary asset is a commercial real property commonly
known as Parkway 400, which is a two-building office campus
totaling approximately 193,281 square feet located at 11720 Amber
Park Drive and 11800 Amber Park Drive, Alpharetta, Georgia.  The
Debtors hold a concurrent ownership interest in the Property with
other tenant-in-common investors and the sponsor, NNN Parkway 400,
LLC.


NORBORD INC: S&P Assigns 'BB-' Rating to $240MM Secured Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB-'
issue-level rating and '3' recovery rating to Toronto-based
Norbord Inc.'s proposed US$240 million senior secured notes.  The
'3' recovery rating indicates S&P's expectation of meaningful
(50%-70%) recovery in a default scenario.  The notes rank equally
with all of the company's existing and future senior secured
obligations.

S&P understands that the proceeds from the proposed notes will be
used to repay US$165 million of senior secured notes due 2015, and
US$75 million senior unsecured notes due 2015.  As a result,
Norbord will have no unsecured notes outstanding after retiring
its 2015 bonds.  Given the equal amounts of debt issuance and debt
retirement, forecasted credit metrics remain relatively unchanged
from previous expectations.  S&P expects near-term credit metrics
to remain strong for the rating, as commodity oriented strand
board (OSB) prices remain above 10-year historical levels driven
by a meaningful recovery in U.S. housing construction.

"The ratings on Norbord reflect our view of the company's fair
business risk profile and aggressive financial risk profile," said
Standard & Poor's credit analyst Rahul Arora.  S&P believes that
Norbord's competitive advantages are in its low-cost, highly
efficient operating mills; its market position as the third-
largest North American OSB producer; strong liquidity; and
geographic diversification to housing construction markets in the
U.K. and northern Europe.  These strengths are partially offset,
in S&P's opinion, by Norbord's exposure to the cyclical U.S.
housing construction market, its exposure to commodity-type
product with little to no pricing power, and extremely volatile
earnings.

"The positive outlook reflects our expectation of improving demand
for OSB driven by a continuing recovery in U.S. housing
construction, and credit metrics that are very strong for the
current rating," Mr. Arora added.  S&P expects credit metrics and
cash flow generation could improve to a level consistent with a
"significant" financial risk profile should end market demand
continue to support pricing above 2012 averages.

RATINGS LIST

Norbord Inc.
Corporate credit rating             BB-/Positive/--

Ratings Assigned
US$240 million senior secured notes BB-
Recovery rating                    3


NORTEL NETWORKS: Judge Demands a Reckoning of Cash Fight Costs
--------------------------------------------------------------
Peg Brickley, writing for Daily Bankruptcy Review, reported that a
Canadian judge on Nov. 19 demanded an accounting of costs from the
army of lawyers preparing for a massive trial next year over the
$7.3 billion raised in the liquidation of Nortel Networks Corp.

                       About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation and
its various affiliated entities provided next-generation
technologies, for both service provider and enterprise networks,
support multimedia and business-critical applications.  Nortel did
business in more than 150 countries around the world.  Nortel
Networks Limited was the principal direct operating subsidiary of
Nortel Networks Corporation.

On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent
Nortel Networks Corporation, NNI's direct corporate parent Nortel
Networks Limited and certain of their Canadian affiliates
commenced a proceeding with the Ontario Superior Court of Justice
under the Companies' Creditors Arrangement Act (Canada) seeking
relief from their creditors.  Ernst & Young was appointed to serve
as monitor and foreign representative of the Canadian Nortel
Group.  That same day, the Monitor sought recognition of the CCAA
Proceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No.
09-10164) under Chapter 15 of the U.S. Bankruptcy Code.

That same day, NNI and certain of its affiliated U.S. entities
filed voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10138).

In addition, the High Court of England and Wales placed 19 of
NNI's European affiliates into administration under the control of
individuals from Ernst & Young LLP.  Other Nortel affiliates have
commenced and in the future may commence additional creditor
protection, insolvency and dissolution proceedings around the
world.

On May 28, 2009, at the request of administrators, the Commercial
Court of Versailles, France, ordered the commencement of secondary
proceedings in respect of Nortel Networks S.A.  On June 8, 2009,
Nortel Networks UK Limited filed petitions in U.S. Bankruptcy
Court for recognition of the English Proceedings as foreign main
proceedings under Chapter 15.

U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and
15 cases.  Mary Caloway, Esq., and Peter James Duhig, Esq., at
Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as
Chapter 15 petitioner's counsel.

In the Chapter 11 case, James L. Bromley, Esq., at Cleary Gottlieb
Steen & Hamilton, LLP, in New York, serves as the U.S. Debtors'
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The United States Trustee appointed an Official Committee of
Unsecured Creditors in respect of the U.S. Debtors.  An ad hoc
group of bondholders also was organized.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, and Christopher M. Samis, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, represent the Official
Committee of Unsecured Creditors.

An Official Committee of Retired Employees and the Official
Committee of Long-Term Disability Participants tapped Alvarez &
Marsal Healthcare Industry Group as financial advisor.  The
Retiree Committee is represented by McCarter & English LLP as
Delaware counsel, and Togut Segal & Segal serves as the Retiree
Committee.  The Committee retained Alvarez & Marsal Healthcare
Industry Group as financial advisor, and Kurtzman Carson
Consultants LLC as its communications agent.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated
assets of $11.6 billion and consolidated liabilities of $11.8
billion.  The Nortel Companies' U.S. businesses are primarily
conducted through Nortel Networks Inc., which is the parent of
majority of the U.S. Nortel Companies.  As of Sept. 30, 2008, NNI
had assets of about $9 billion and liabilities of $3.2 billion,
which do not include NNI's guarantee of some or all of the Nortel
Companies' about $4.2 billion of unsecured public debt.

Since the commencement of the various insolvency proceedings,
Nortel has sold its business units and other assets to various
purchasers.  Nortel has collected roughly $9 billion for
distribution to creditors.  Of the total, $4.5 billion came from
the sale of Nortel's patent portfolio to Rockstar Bidco, a
consortium consisting of Apple Inc., EMC Corporation,
Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In
Motion Limited, and Sony Corporation.  The consortium defeated a
$900 million stalking horse bid by Google Inc. at an auction.  The
deal closed in July 2011.

Nortel has filed a proposed plan of liquidation in the U.S.
Bankruptcy Court.  The Plan generally provides for full payment on
secured claims with other distributions going in accordance with
the priorities in bankruptcy law.

Judge Gross and the court in Canada scheduled trials in 2014 on
how to divide proceeds among creditors in the U.S., Canada, and
Europe.


NYTEX ENERGY: Incurs $495,000 Net Loss in Third Quarter
-------------------------------------------------------
NYTEX Energy Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss to common stockholders of $495,051 on $220,195 of total
revenues for the three months ended Sept. 30, 2013, as compared
with a net loss to common stockholders of $648,167 on $920,548 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 to common stockholders of $1.74 million on $841,047 of
total revenues as compared with a net loss to common stockholders
of $7.17 million on $3.09 million of total revenues for the same
period last year.

The Company's balance sheet at Sept. 30, 2013, showed $8.02
million in total assets, $2.73 million in total liabilities, $4.76
million in mezzanine equity and $519,124 in total stockholders'
equity.

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

                         http://is.gd/lqVbNx

                         About NYTEX Energy

Located in Dallas, Texas, Nytex Energy Holdings, Inc., is an
energy holding company with operations centralized in two
subsidiaries, Francis Drilling Fluids, Ltd. ("FDF") and NYTEX
Petroleum, Inc. ("NYTEX Petroleum").  FDF is a 35 year old full-
service provider of drilling, completion and specialized fluids
and specialty additives; technical and environmental support
services; industrial cleaning services; equipment rentals; and
transportation, handling and storage of fluids and dry products
for the oil and gas industry.  NYTEX Petroleum, Inc., is an
exploration and production company focusing on early stage
development of minor oil and gas resource plays within the United
States.


OCI BEAUMONT: Moody's Reiterates Secured Term Loan 'B1' Rating
--------------------------------------------------------------
Moody's Investors Service reiterated its B1 rating on OCI Beaumont
LLC's (OCI) senior secured term loan due 2019. The company is
adding on $165 million to the term loan to repay intercompany debt
from the parent company.

OCI Beaumont LLC, headquartered in Beaumont, TX, operates a single
Gulf Coast petrochemical facility that produces 730 thousand tons
per year of methanol and 236 thousand tons per year of ammonia.
The company expects to expand capacity to 913 thousand tons per
year of methanol and 305 thousand tons per year of ammonia by the
end of 2014. The company is expected to have annual revenues of
roughly $400 million.


OCI BEAUMONT: S&P Lowers Rating on First Lien Secured Loan to 'B'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on
Nederland, Texas-based OCI Beaumont LLC's first-lien senior
secured term loan to 'B' from 'B+'.  At the same time, S&P revised
the recovery rating on this debt to '2' from '1'.  The '2'
recovery rating reflects S&P's expectation for substantial (70% to
90%) recovery in the event of a payment default.

The rating actions reflect OCI's proposed $165 million add-on to
the existing $235 million term loan.  S&P assumes in its analysis
that the company will use proceeds of the proposed add-on to pay
down a portion of the approximately $165 million subordinated
shareholder loan outstanding, which we consider debt.

S&P's 'B-' corporate credit rating on the company is unchanged.
The outlook is stable.

"The ratings on OCI reflect our assessment of the company's
"vulnerable" business risk profile and "aggressive" financial risk
profile.  OCI Beaumont LLC is wholly owned by OCI Partners L.P.,
which is a master limited partnership with variable distributions.
The ultimate parent is OCI N.V., which is incorporated in The
Netherlands.  We view the company's financial policy as very
aggressive and consider OCI's asset concentration in a single
plant to be a key risk.  We expect the company to benefit from its
presence in the ammonia and methonal segments because we believe
that domestic supply for both products will likely be in short
supply relative to domestic demand.  In addition, we expect
domestic ammonia and methanol to enjoy cost advantages versus
imported product as a result of the availability of low-cost
domestic shale gas, which is a key input in the production of
these products," S&P added.

RATINGS LIST

OCI Beaumont LLC
Corporate Credit Rating                B-/Stable/--

                                        To                 From
Downgraded; Recovery Rating Revised
Senior Secured
  $400 Mil. First-Lien Term Loan        B                  B+
   Recovery Rating                      2                  1


OHANA GROUP: Krikorian Now Special Counsel on Plan Matters
----------------------------------------------------------

Ohana Group LLC sought and obtained approval from the U.S.
Bankruptcy Court for the Western District of Washington to expand
the scope of employment of The Law Offices Brian H. Krikorian as
special counsel for the Debtor to include serving as the Debtor's
special counsel in connection with plan confirmation issues,
including without limitation issues relating to the enforcement,
allowability, and amount of the claim held by the secured lender
Wells Fargo, N.A., as trustee for the Registered Holders of Credit
Suisse First Boston Mortgage Securities Corp., Commercial Pass-
Through Certificates, Series 2007-C5, and with preparation for and
participating in evidentiary hearings on the Debtor's proposed
plan of reorganization.

On Feb. 4, 2013, the Court entered an Order authorizing the
Debtor's employment of The Law Offices of Brian H. Krikorian as
special counsel for the Debtor for the purpose of representing the
Debtor in litigation against one of the Debtor's former tenants in
King County Superior Court Case No. 12-2-15573-9.

                      About Ohana Group LLC

Ohana Group LLC, is a Washington limited liability company formed
in 2006 for the purpose of managing and operating a mixed-used
real property development located at 3601 Fremont Avenue N. in
Seattle, Washington.  The Company filed for Chapter 11 bankruptcy
(Bankr. W.D. Wash. Case No. 12-21904) on Nov. 30, 2012.  The
Debtor's members are Patricia Cawdrey and Daniel Cawdrey, Jr.
Judge Marc Barreca oversees the case.  James I. Day, Esq., at Bush
Strout & Kornfeld LLP, in Seattle, serves as bankruptcy counsel.
The Law Offices of Brian H. Krikorian represents the Debtor as
special counsel in connection with the litigation against one of
the Debtor's former tenants.  In its petition, the Debtor
scheduled $16,000,000 in assets and $11,696,131 in liabilities.


OMNICOMM SYSTEMS: Posts $1.7 Million Net Income in 3rd Quarter
--------------------------------------------------------------
OmniComm Systems, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income attributable to common stockholders of $1.68 million on
$3.47 million of total revenues for the three months ended
Sept. 30, 2013, as compared with a net loss attributable to common
stockholders of $4.46 million on $4.05 million of total revenues
for the same period last year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss attributable to common stockholders of $4.62 million on
$10.95 million of total revenues as compared with a net loss
attributable to common stockholders of $6.41 million on $11.89
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 attributable to common stockholders of $4.62 million on
$10.95 million of total revenues as compared with a net loss
attributable to common stockholders fo $6.41 million on $11.89
million of total revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $2.48
million in total assets, $35.66 million in total liabilities and a
$33.18 million total stockholders' deficit.

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

                         http://is.gd/Ot11Kf

                        About OmniComm Systems

Ft. Lauderdale, Fla.-based OmniComm Systems, Inc., is a healthcare
technology company that provides Web-based electronic data capture
("EDC") solutions and related value-added services to
pharmaceutical and biotech companies, clinical research
organizations, and other clinical trial sponsors principally
located in the United States and Europe.

OmniComm Systems disclosed a net loss of $7.83 million in 2012, as
compared with a net loss of $3.52 million in 2011.

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 a net loss attributable to
common shareholders of $8,062,487, a negative cash flow from
operations of $173,912, a working capital deficiency of
$13,382,871 and a stockholders' deficit of $28,973,300.  These
factors raise substantial doubt about the Company's ability to
continue as a going concern.


ONCURE HOLDINGS: Latham & Watkins Withdraws as Counsel of Record
----------------------------------------------------------------
The law firm of Latham & Watkins LLP, as counsel for Oncure
Holdings, Inc., et al., informed the U.S. Bankruptcy Court for the
District of Delaware that it withdraws its appearance as counsel
for and representation of the Reorganized Debtors.

L&W relates that the effective date of the Plan of Reorganization
for the Debtors occurred on Oct. 25, 2013, and the investor
acquired 100 percent of the new common stock of the Reorganized
Debtors.

In this relation, following the acquisition of the Reorganized
Debtors, the investor notified L&W that it was substituting its
own counsel for L&W as counsel.

                        About OnCure Holdings

Headquartered in Englewood, Colorado, OnCure Holdings, Inc. --
http://www.oncure.com/-- provides management services and
facilities to oncology physician groups throughout the country.

OnCure Holdings and its affiliates filed Chapter 11 bankruptcy
petitions (Bankr. D. Del. Case Nos. 13-11540 to 13-11562) in
Wilmington on June 14, 2013.  Bradford C. Burkett signed the
petition as CEO.

On the Petition Date, the Debtors disclosed total assets of
$179,327,000 and total debts of $250,379,000.  There's at least
$15 million owing on a first-lien term loan facility, as well as
$210 million on prepetition secured notes.

Paul E. Harner, Esq., and Keith A. Simon, Esq., at Latham &
Watkins LLP, in New York, serve as the Debtors' lead bankruptcy
counsel.  Daniel J. DeFranceschi, Esq., at Richards, Layton &
Finger P.A., in Wilmington, Delaware, serves as the Debtors' local
Delaware counsel.  Kurtzman Carson Consultants is the claims and
notice agent.  Match Point Partners LLC provides management
services to OnCure.

OnCure Holdings emerged from Chapter 11 bankruptcy protection
after selling its assets to Radiation Therapy Services Inc. in a
deal valued at $125 million.


OPPENHEIMER PARTNERS: Wants Court to Administratively Close Case
----------------------------------------------------------------
Oppenheimer Partners Properties, LLP, asks the U.S. Bankruptcy
Court for the District of Arizona to enter a final decree
administratively closing its Chapter 11 case.

As reported in the Troubled Company Reporter on Aug. 2, 2013, the
Court on July 18 entered an order confirming the Debtor's Plan of
Reorganization dated March 21, 2012, as modified.  The Court
approved the disclosure statement describing the Plan on May 30,
2012.

The Court ordered that the Plan Effective Date would be Aug. 1,
2013.

A copy of the Confirmation Order is available at:

        http://bankrupt.com/misc/oppenheimer.doc303.pdf

Pursuant to the Modified Plan filed July 18, 2013, MidFirst's
secured claim (Class 3) in the amount of $10,007,532 will be paid
in full and on the basis of the A Note dated July 1, 2013.  The A
Note will be due in full on July 1, 2013.

Interest will accrue on the principal amount of the A Note at a
rate of 5.25% commencing on the July 1, 2013.  Debtor will make
monthly principal and interest payments on the A Note to MidFirst
based upon a 25-year amortization until the entire principal
balance of the A Note and all interest accruing thereunder is paid
in full.

MidFirst's deficiency claim (Class 5) in the amount of $1,881,171
will be paid in full and on the basis of a B Note dated July 1,
2013.  The B Note will be due and payable in full on July 1, 2023.

The B Note will accrue interest at 2% per annum commencing on the
Effective Date.  The Debtor will make payments of $10,000 per
quarter until the B Note and all interest accruing thereunder is
paid in full.

Unsecured Claims (Class 7) in the amount of $168,723 will receive
payments quarterly beginning on the last day of the month after
the fourth full quarter after the Effective Date of the Plan.  The
Debtor will make a quarterly payment to the Class 7 claims of
$10,000.  The allowed unsecured claims will be paid in full no
later than the end of the fourth full year of quarterly payments.
The Debtor and the holders of Class 7 allowed clams will bear
their own attorneys' fees and costs.

Holders of equity interests of the Debtor (Class 9) will retain
their interests and will contribute a total of $50,000 on the
Effective Date.

A copy of the Modified Plan is available at:

        http://bankrupt.com/misc/oppenheimer.doc298.pdf

             About Oppenheimer Partners Properties

Oppenheimer Partners Properties LLP owns and operates a 184-unit
residential apartment complex in Phoenix, Arizona.  Oppenheimer
purchased the property in June 2007 for $12 million through a
combination of cash and a construction loan totaling
$12.4 million.  Oppenheimer filed for Chapter 11 bankruptcy
(Bankr. D. Ariz. Case No. 11-33139) on Dec. 2, 2011.  Judge Sarah
Sharer Curley presides over the case.  In its petition,
the Debtor estimated $10 million to $50 million in assets and
debts.  The petition was signed by Eric Hamburger, managing
partner.

Robert C. Warnicke, Esq., at Warnicke Law PLC, serves as counsel
to the Debtor, replacing Gordon Silver.


OVERLAND STORAGE: Incurs $4.6 Million Net Loss in Sept. 30 Qtr.
---------------------------------------------------------------
Overland Storage, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $4.59 million on $10.60 million of net revenue for
the three months ended Sept. 30, 2013, as compared with a net loss
of $4.86 million on $11.71 million of net revenue for the same
period last year.

The Company's balance sheet at Sept. 30, 2013, showed $27.87
million in total assets, $40.17 million in total liabilities and a
$12.29 million total shareholders' deficit.

"We are excited about our agreement to acquire Tandberg Data,
which would create a company which had approximately $110 million
in annual revenue in our last fiscal year and would provide
substantial resources and cost synergies, enabling us to compete
more effectively in the marketplace and move toward a clearer path
to profitability following integration of the two companies," said
Eric Kelly, president and CEO of Overland Storage.  "With this
acquisition, we would have a larger sales engine and expanded
market reach to realize the growth potential of the innovative and
award-winning products we have developed over the last couple
years."

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

                        http://is.gd/2mDYRs

                       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.

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.


OVERLAND STORAGE: Cyrus Capital Held 19.9% Stake at Nov. 8
----------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, Cyrus Capital Partners, L.P., and its
affiliates disclosed that as of Nov. 8, 2013, they beneficially
owned 7,945,500 shares of common stock of Overland Storage, Inc.,
representing 19.99 percent of the shares outstanding.  A copy of
the regulatory filing is available at http://is.gd/yEZ7m9

                      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 Sept. 30, 2013, showed $27.87
million in total assets, $40.17 million in total liabilities and a
$12.29 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.


PACIFIC RUBIALES: Fitch to Rate $1.3BB Sr. Unsecured Notes 'BB+'
----------------------------------------------------------------
Fitch Ratings expects to rate Pacific Rubiales Energy Corp's
proposed senior unsecured debt issuance of up to USD1.3 billion
'BB+'. The notes are expected to mature in 2019. Pacific Rubiales
expects to use the proceeds to fund the acquisition of
Petrominerales Ltd. as well as for its capital investment program
and general corporate purposes.

Key Rating Drivers:

Pacific Rubiales' ratings are supported by the company's
leadership position as the largest independent oil and gas player
in Colombia and its strong management with recognized expertise in
heavy oil exploration and production. The ratings also reflect the
company's strong liquidity and adequate leverage. The company
faces developing risks associated with increasing production from
existing fields in order to offset decrease in production expected
for 2016, when the production agreement for its main producing
field expires. Pacific Rubiales' credit quality is tempered by the
company's small scale, production concentration and relatively
small reserve profile. The company also benefits somewhat from its
partnerships with Ecopetrol ('BBB-' IDR by Fitch), Colombia's
national oil and gas company, which supports Pacific Rubiales'
investments and shares production.

Solid Financial Profile:

The company's ratings reflect its adequate financial profile
characterized by low leverage and strong interest and debt service
coverage. As of the last 12 months (LTM) ended Sept. 30, 2013, the
company reported leverage ratios, as measured by total net debt to
EBITDA and total debt-to-total proved reserves of 0.8 times (x)
and USD6.4 per barrels of oil equivalent (boe), respectively. As
of Sept. 30, 2013, debt of approximately USD2.1 billion was
primarily composed mostly of senior unsecured notes due 2021 and
2023. As of the LTM ended Sept. 30, 2013, Pacific Rubiales
reported an EBITDA, as measured by operating income plus
depreciation and stock-based compensation, of USD2.2 billion.

Piriri-Rubiales Concession Expires in 2016:

Although Pacific Rubiales production and reserves profile has
significantly improved in recent years, the expiration of the
Piriri-Rubiales production agreement in 2016 is expected to have a
significant impact on the company's financial results. As a result
of the expiration of the Piriri-Rubiales production agreement in
2016, Fitch expects Pacific Rubiales' production level for 2017 to
be in line with that of 2012 or below current production. This
field currently represents 55% of total net production, down from
75% in 2010. The company is expected to be able to replace Piriri-
Rubiales production by 2017 given the company's recent
diversification efforts and high reserve replacement ratios,
coupled with its proven track record of increasing production. The
rating does not incorporate the possibility of extending
production from this field past its expiration date. As of
December 2012, this field represented approximately 19% of the
company's total proved and probable reserves of 514 million boe;
excluding Piriri-Rubiales resources, debt-to reserves (1P) are
still low at approximately USD8.8 per boe.

Petrominerales Acquisition Neutral for Credit Quality:

Pacific Rubiales intended acquisition of Petrominerales Ltd. is
expected to be credit neutral as the transaction is believed to
marginally increase leverage and somewhat increase its production
diversification. On Sept. 29, 2013, Pacific Rubiales entered into
an agreement to acquire all outstanding common shares of
Petrominerales. The total purchase price of approximately USD1.6
billion includes a USD961 million cash payment and Pacific
Rubiales assumption of USD697 million of debt. The company expects
to finance the acquisition using cash on hand and short-term
financing from its committed credit lines. As a result of this,
Pacific Rubiales 2012 pro forma leverage would have been 1.2x,
after given effect to the incremental debt, from approximately the
0.7x as reported. Following the acquisition, the company intends
to divest some of Petrominerales asset, especially some
investments in pipelines in Colombia, to raise approximately
USD300 million to USD400 million of cash and reduce debt related
to the acquisition.

Improving Operating Metrics:

The operating metrics for the company have been improving rapidly
and its growth strategy is considered somewhat aggressive. During
2012, the company reserve replacement ratio was 398% and its
current 2P reserve life index is approximately 14 years using
current production levels. During the past two years the company
increased gross and net production to approximately 310,471 boe/d
and 127,728 boe/d from approximately 235,796 boe/d and 92,611
boe/d as of June 2012, respectively. As of December 2012, Pacific
Rubiales' proved (1P) and proved and probable (2P) reserves, net
of royalties, amounted to approximately 336 million and 514
million bbls, respectively. The company's reserves are composed of
heavy crude oil (59%) and natural gas and light and medium oil
(41%). Pacific Rubiales has a significant number of exploration
prospects, which will require significant funds to develop. In the
short term, the company plans to devote its efforts to develop the
Quifa, Sabanero and CPE-6 blocks, which surround and are near
Piriri-Rubiales block.

Capex to Pressure Free Cash Flow:

Free cash flow (cash flow from operations less capital
expenditures and dividends) has been negative given the company's
growth strategy. Pacific Rubiales' significant capital
expenditures plans over the next few years could continue to
pressure free cash flow in the near term. Increasing production at
the Piriri-Rubiales and the surrounding Quifa block are expected
to account for the bulk of the company's capital expenditure,
which is expected to be approximately USD6.5 billion between 2012
and 2016, excluding Petrominerales acquisition. By the year 2017
and after the expiration of the Piriri-Rubiales concession,
leverage might increase to approximately 1.0x to 1.5x as a result
of decrease in production and lower oil prices considered under
Fitch's base case scenario.

Strong Liquidity Position:

The company's current liquidity position is considered strong,
characterized by strong cash flow generation and manageable short-
term debt obligations. As of Sept. 30, 2013, cash on hand amounted
to approximately USD376 million, while short-term debt was USD189
million. The company also has two revolver credit facilities
totaling USD700 million and as of Sept. 30, 2013, it had drawn
down approximately USD92 million.

Rating Sensitivity:

A rating downgrade would be triggered by any combination of the
following events: A sustained adjusted leverage above 2x, driven
by increase in debt for exploration combined with a low success
rate of discoveries; an increase in royalties that significantly
cripples the company's financial profile (no changes in royalties
are expected in the near future;) and/or a decline in production
and reserves. Pacific Rubiales ratings could also be pressured if
the company fails to increase production in order to replace the
significant contribution of the Pirir-Rubiales field by the time
the concession expires.

Although a positive rating action is unlikely in the medium term
given the current developing risks associated with the company,
factors that could result in a positive rating action include an
increased diversification of the production profile of the
company, consistent growth of both production and reserves,
positive free cash flow generation.


PACIFIC RUBIALES: Moody's Rates New $1.3BB Senior Notes at 'Ba2'
----------------------------------------------------------------
Moody's Investors Service assigned a rating of Ba2 for up to $1.3
billion of senior notes to be issued by Pacific Rubiales Energy
Corp.'s (PRE). The notes will be unconditionally guaranteed by
PRE's most significant operating subsidiaries. Proceeds from the
debt issue will be used to finance the company's pending
acquisition of Petrominerales Ltd. (PMG) in a debt-financed
transaction valued at C$1.675 billion, including C$640 million of
assumed debt. The rating outlook is stable. The acquisition is
expected to close by the end of November 2013.

Moody's noted when it affirmed PRE's Ba2 Corporate Family Rating
in October 2013 that the acquisition is a large and leveraging
transaction, but that the company's rising production, strong cash
margins and planned debt reduction should provide the means to
restore leverage to a more manageable level in 2014 and beyond.

Ratings Rationale:

PMG's assets include 29.7 million BOE of proved reserves, about
22,000 bpd of primarily light crude production, and exploration
and development acreage in the Llanos Basin in Colombia that is
contiguous to PRE's own operations, as well as 4 prospective
exploration blocks in Peru. These assets increase PRE's scale and
diversify its exposure relative to the Rubiales concession, which
expires in 2016. PMG also holds interests in pipelines co-owned
with PRE, which are expected increase market access for PRE's
production while replacing trucking operations and reducing
transportation costs.

The acquisition will be largely financed by the proposed note
issue. PRE will retain any note proceeds in excess of the
acquisition cost as cash to fund future capital spending. At
closing, PRE's leverage will almost double, with adjusted
Debt/Proved Developed Reserves of about $26/BOE and
Debt/Production of $31,000/bbl. However, management is targeting
approximately C$600 million of debt reduction in 2014 from the
sale of PMG's 5% stake in OCENSA pipeline and monetization of the
9.65% stake in the OBC (Bicentenario) pipeline via a new midstream
venture, Pacific Midstream.

Despite execution risk, these transactions should be achievable in
the near-term. In addition, PRE will retain capacity rights in the
pipeline interests. The proceeds, combined with rising production
from PRE's core heavy oil developments, should support rising cash
flow and allow PRE to reduce leverage metrics within a reasonable
timeframe in 2014.

Targeted cost reductions estimated at US$160 million should
bolster earnings and help reduce leverage. The reductions include
internal access to diluents to back out higher costs gasoline
purchases, reduced trucking of heavy crude, and corporate cost
reductions.

PRE'S Ba2 CFR is underpinned by the company's success in growing
production, reserves and cash flow, with net production averaging
about 129,000 BOE/day in 2013. However, its PD reserve life is
short at about 3.3 years and the company has relatively high
reserve and production concentration risk, heightened by the
expiration of its Rubiales concession in July 2016. It will need
to increase production from the Quifa field and other prospects
such as the recently approved CPE-6 development and Sabanero in
the Llanos Basin, the La Creciente gas field and related LNG
project, and Block Z-1 offshore Peru. PRE is also diversifying
through new exploration and development in Colombia and Peru, but
also in Guatemala, Guyana, Brazil, Belize and Papua New Guinea.

Given its elevated leverage post-acquisition, PRE will need to de-
lever to maintain a stable rating outlook, consistent with
management's own target of less than 1x Debt/EBITDA and Retained
Cash Flow/Total Debt metrics restored to the high 50% area. An
extended delay or failure to complete asset sales could result in
a negative outlook or downgrade of PRE's ratings. Moody's also see
relatively little flexibility at the current rating level for
further leveraged acquisitions.

To achieve an upgrade, PRE will need to demonstrate further proved
reserves and production growth and asset diversification to offset
the risk of the Rubiales concession expiration in 2016.


PATIENT SAFETY: Incurs $527,000 Net Loss in Third Quarter
---------------------------------------------------------
Patient Safety Technologies, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss applicable to common shareholders of
$526,962 on $5.20 million of revenues for the three months ended
Sept. 30, 2013, as compared with a net loss applicable to common
shareholders of $319,670 on $4.97 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 applicable to common shareholders of $1.91 million on
$14.91 million of revenues as compared with a net loss applicable
to common shareholders of $2.40 million on $12.47 million of
revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $18.71
million in total assets, $5.56 million in total liabilities and
$13.15 million in total stockholders' equity.

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

                       http://is.gd/G3gsvJ

                 About Patient Safety Technologies

Patient Safety Technologies, Inc. (OTC: PSTX) --
http://www.surgicountmedical.com/-- through its wholly owned
operating subsidiary SurgiCount Medical, Inc., provides the
Safety-Sponge(TM) System, a system designed to improve the
standard of patient care and reduce health care costs by
preventing the occurrence of surgical sponges and other retained
foreign objects from being left inside patients after surgery.
RFOs are among one of the most common surgical errors.


PATRIOT COAL: Leasing Can Assume Unexpired Lease with BancorpSouth
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Missouri, in
an order dated Nov. 20, 2013, authorized Debtor Patriot Leasing
Company LLC to assume certain leases under an unexpired lease and
lease schedules related thereto, authorized Debtor Patriot Coal
Corporation to assume a certain related guaranty, and approved the
settlement of certain related claims of BancorpSouth Equipment
Finance.  A copy of the order is available at:
http://bankrupt.com/misc/patriotcoal.doc5024.pdf

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP serves as lead restructuring counsel.
Bryan Cave LLP serves as local counsel to the Debtors.  Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
Houlihan Lokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.

Patriot Coal Corp., et al., filed with the U.S. Bankruptcy Court
for the Eastern District of Missouri a First Amended Joint
Chapter 11 Plan of Reorganization and an explanatory disclosure
statement on Oct. 9, 2013, and a Second Amended Joint Chapter 11
Plan of Reorganization and an explanatory disclosure statement on
Oct. 26, 2013.


PATRIOT COAL: Can Assume Equipment Lease With Caterpillar
---------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Missouri, in
an order dated Nov. 20, 2013, granted Patriot Coal Corporation, et
al.'s motion for an order authorizing the Debtors to assume a
certain unexpired equipment lease and lease schedules related
thereto among certain of the Debtors and Caterpillar Financial
Services Corp. and confirming the continued enforceability of
related guaranties.

The Debtors are authorized to make a payment of $243,153.00 to
Caterpillar as a cure of the outstanding pre-petition amounts due
under the Agreement pursuant to 11 U.S.C. Section 365(b) within
ten (10) days of the date of the Order.

The Proofs of Claim of Caterpillar, E.D. Mo. Claim Nos. 1612, 1615
through and including 1626, and 3871, GCG Claim Nos. 2451 through
and including 2464, are disallowed.

A copy of the order is available at:

     http://bankrupt.com/misc/patriotcoal.doc5025.pdf

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP serves as lead restructuring counsel.
Bryan Cave LLP serves as local counsel to the Debtors.  Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
Houlihan Lokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.

Patriot Coal Corp., et al., filed with the U.S. Bankruptcy Court
for the Eastern District of Missouri a First Amended Joint
Chapter 11 Plan of Reorganization and an explanatory disclosure
statement on Oct. 9, 2013, and a Second Amended Joint Chapter 11
Plan of Reorganization and an explanatory disclosure statement on
Oct. 26, 2013.


PATRIOT COAL: Can Assume Unexpired Lease With Nations Fund I
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Missouri, in
an order dated Nov. 20, 2013, granted Patriot Coal Corporation, et
al.'s motion for an order approving assumption of unexpired leases
and settlement of claims of Nations Fund I, as assignee of First
National Capital Corporation.

Each of the Proofs of Claim is allowed in the amount of
$1,225,000.

As reported in the TCR on Oct. 30, 2013, the Debtors asked the
Bankruptcy Court to enter an order:

     (1) authorizing the Debtors to assume Debtor Patriot Leasing
Company, LLC's Master Equipment Lease Agreement with Nations Fund
I, Inc.'s predecessor in interest, whereby the Debtors lease
certain equipment from Nations, and the Guaranty executed by
Debtor Patriot Coal Corporation of the obligations of Debtor
Patriot Leasing Company, LLC, under the Lease, and

     (2) approving the settlement of certain related claims of
Nations Fund I, Inc.

According to the Debtors, Nations timely filed two proofs of
claim, E.D. Mo. Claim Nos. 3639 and 3640; GCG Claim Nos. 3617 and
3616, against Patriot Leasing Company LLC and Patriot Coal
Corporation, respectively.  Each Proof of Claim asserts an
unsecured claim of $1,816,575.14, representing damages from the
Debtors' rejection of a lease of one piece of Equipment.

The Debtors and Nations have negotiated a settlement of Nations'
claims whereby the Debtors will assume the Agreements, allowing
them to retain the Equipment that is essential to their
operations, and to reduce amounts owed to Nations on the lease-
rejection claim.

Pursuant to 11 U.S.C. Section 365 and Fed. R. Bankr. P. 9019, the
parties request that the Court approve the following settlement of
Nations' rejection damages claims and the Debtors' assumption of
the Agreements:

     (a) The Debtors will assume the Agreements and all remaining
related lease schedules pursuant to 11 U.S.C. Section 365.

     (b) The Debtors and Nations agree that with the exception of
the unsecured claim, no additional cure amount is owed with
respect of the Agreements as of the date hereof, and, no such cure
payment will be made pursuant to 11 U.S.C. Section 365(b)(1)(A) in
connection with the assumption of the Agreements.

     (c) Each Proof of Claim will be deemed allowed and amended to
provide for an unsecured claim in the amount of $1,225,000.

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP serves as lead restructuring counsel.
Bryan Cave LLP serves as local counsel to the Debtors.  Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
Houlihan Lokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.

Patriot Coal Corp., et al., filed with the U.S. Bankruptcy Court
for the Eastern District of Missouri a First Amended Joint
Chapter 11 Plan of Reorganization and an explanatory disclosure
statement on Oct. 9, 2013, and a Second Amended Joint Chapter 11
Plan of Reorganization and an explanatory disclosure statement on
Oct. 26, 2013.


PBJT935927 2008: Case Summary & 4 Unsecured Creditors
-----------------------------------------------------
Debtor: PBJT935927 2008 Investments LLC
        16133, Ventura Boulevard, Suite 700
        Encino, CA 91436

Case No.: 13-17287

Chapter 11 Petition Date: November 19, 2013

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

Debtor's Counsel: James Mortensen, Esq.
                  3700 Wilshire Blvd Ste 520
                  Los Angeles, CA 90010
                  Tel: 213-387-7414
                  Fax: 213-387-8414
                  Email: pimmsno1@aol.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

A list of the Debtor's four largest unsecured creditors is
available for free at http://bankrupt.com/misc/cacb13-17287.pdf


PORTER BANCORP: Files Form 10-Q, Had $168,000 Net Loss in Q3
------------------------------------------------------------
Porter Bancorp, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
attributable to common shareholders of $168,000 on $10.54 million
of interest income for the three months ended Sept. 30, 2013,
as compared with a net loss attributable to common shareholders of
$26.94 million on $13.98 million of interest income for the same
period during the prior year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss attributable to common shareholders of $2.35 million on
$32.96 million of interest income as compared with a net loss
attributable to common shareholders of $26.43 million on $44.55
million of interest income for the same period last year.

The Company's balance sheet at Sept. 30, 2013, showed $1.03
billion in total assets, $1 billion in total liabilities
and $37.11 million in total stockholders' equity.

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

                       http://is.gd/WbRZTM

                       About Porter Bancorp

Porter Bancorp, Inc., is a bank holding company headquartered in
Louisville, Kentucky.  Through its wholly-owned subsidiary PBI
Bank, the Company operates 18 full-service banking offices in
12 counties in Kentucky.

Crowe Horwath, LLP, in Louisville, Kentucky, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has incurred substantial losses in 2012, 2011 and
2010, largely as a result of asset impairments.  In addition, the
Company's bank subsidiary is not in compliance with a regulatory
enforcement order issued by its primary federal regulator
requiring, among other things, increased minimum regulatory
capital ratios.  Additional significant asset impairments or
continued failure to comply with the regulatory enforcement order
may result in additional adverse regulatory action.  These events
raise substantial doubt about the Company's ability to continue as
a going concern.


PVA APARTMENTS: Judge Orders Dismissal of Bankruptcy Case
---------------------------------------------------------
On Oct. 29, 2013, the U.S. Bankruptcy Court for the Northern
District of California entered an order dismissing the Chapter 11
case of PVA Apartments LLC.  According to the Order, on Oct. 7,
2013, the Hon. Judge M. Elaine Hammond entered an order requiring
PVA to file certain required documents in the Debtor's case by
Oct. 21, 2013, but PVA failed to comply.

PVA Apartments LLC filed a Chapter 11 petition (Bankr. N.D. Cal.
Case No. 13-45558) on Oct. 4, 2013.  The petition was signed by
Eric Terrell, principal.  Judge Elaine Hammond presides over the
case.  Reginald Terrell, Esq., at LAW OFFICES OF REGINALD TERRELL
in Oakland, CA, serves as the Debtor's counsel.  The Debtor
estimated assets of at least $10 million and liabilities of at
least $1 million.


QUALITY HOME: Moody's Puts Caa2 CFR Under Review for Upgrade
------------------------------------------------------------
Moody's Investors Service placed Quality Home Brands Holdings
LLC's Caa2 Corporate Family Rating ("CFR") and Caa2-PD Probability
of Default Rating ("PDR") under review for upgrade. At the same
time, Moody's assigned a B3 rating to the company's proposed $160
million first lien senior secured term loan and a Caa2 rating to
the proposed $70 million second lien senior secured term loan.

The review was prompted by Quality Home Brands' announcement that
it intends to refinance all of its existing indebtedness with
proceeds from the new term loans, proposed $40 million senior
unsecured Holdco debt, existing cash and modest borrowings under a
new $50 million asset-based revolving credit facility.

Ratings placed on review for upgrade:

Corporate Family Rating at Caa2

Probability of Default Rating at Caa2-PD

New ratings assigned:

Proposed $160 million senior secured first lien term loan due
2018 -- B3 (LGD3, 39%)

Proposed $70 million senior secured second lien term loan due
2018 -- Caa2 (LGD5, 75%)

The following ratings will be withdrawn upon close of the
transaction:

$20 million senior secured revolving credit facility due 2014 at
B1 (LGD1, 2%)

$105 million senior secured term loan due 2014 at Caa2 (LGD4,
52%)

$125 million senior secured term loan due 2014 at Caa2 (LGD4,
52%)

Ratings Rationale:

The review will focus on the outcome of Quality Home Brands'
proposed refinancing. The timely completion of the refinancing on
currently proposed terms will likely result in a one-notch upgrade
of the CFR to Caa1, as it would eliminate all imminent debt
maturities. The ratings on the proposed debt instruments were
assigned based on the implied CFR of Caa1, subject to Moody's
review of final terms and conditions. However, failure to complete
the transaction as planned will likely result in downward pressure
on the current Caa2 CFR.

Despite expected improvement in Quality Home Brands' debt maturity
profile and essentially no change in leverage as a result of the
proposed refinancing, the prospective Caa1 CFR would be
constrained by the company's weak credit metrics and Moody's
expectations for breakeven to nominally positive free cash flow in
the near term. While Moody's anticipates significant earnings
improvement over the next 12-18 months driven by a recovery in
residential remodeling and new home construction activity,
projected debt leverage will remain high, declining from 8.4 times
lease-adjusted debt/EBITDA as of September 2013 to near 7.0 times
range for full year 2014. Correspondingly, interest coverage will
improve from 0.8 times EBITA/interest expense to the low-1.0 times
in 2014.

The prospective Caa1 rating would also reflect the company's small
scale, operations in the highly competitive lighting industry, and
narrow product focus. Notwithstanding these concerns, the rating
would also derive support from the company's relatively good EBITA
margins, broad customer and geographic diversification, and
sufficient capacity expected under the proposed $50 million ABL
revolver to address funding requirements arising from potential
earnings shortfalls or working capital needs.

Quality Home Brands Holdings LLC, through its subsidiaries,
designs and sells lighting fixtures and ceiling fans under the
Feiss, Sea Gull, Tech Lighting, LBL, Ambiance and Monte Carlo
brands. The company's customer base includes lighting showrooms,
which service primarily the home remodeling market, and electrical
distributors, which sell primarily to the homebuilding and
commercial markets. The company is majority-owned by affiliates of
Quad-C and Apollo. Sales were approximately $231 million for the
twelve months ended September 30, 2013.


QUINTILES TRANSNATIONAL: Moody's Raises Corp. Family Rating to Ba3
------------------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating and
the Probability of Default Rating of Quintiles Transnational
Holdings Inc. (the parent company of Quintiles Transnational
Corp.), to Ba3 and Ba3-PD from B1 and B1-PD, respectively. Moody's
also upgraded the ratings on the senior secured credit facility to
Ba3 from B1. Concurrently, Moody's affirmed the SGL-1 Speculative
Grade Liquidity Rating and changed the outlook to stable from
positive.

The upgrade of Quintiles' ratings reflects the company's improved
credit metrics following the repayment of debt with proceeds from
its public equity offering, as well as continued strong growth in
revenue and EBITDA which Moody's believes will drive further
deleveraging.

Quintiles is currently in the process of replacing its existing
$175 million (face value) Term Loan B-1 and $1,975 million (face
value) Term Loan B-2 with a $2,061 million Term Loan B-3 in order
to lower the associated interest rate. Moody's will withdraw the
ratings on the Term Loans B-1 and B-2 once they have been
terminated.

Moody's Rating Actions:

Ratings Upgraded:

Quintiles Transnational Holdings Inc.

Corporate Family Rating, to Ba3 from B1

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

Quintiles Transnational Corp.

Senior secured revolving credit facility, to Ba3 (LGD3 48%) from
B1 (LGD3 46%)

Senior secured term loan "B-1" and "B-2" due 2018, to Ba3 (LGD3
48%) from B1 (LGD3 46%)

Ratings affirmed:

Quintiles Transnational Holdings Inc.

Speculative Grade Liquidity Rating, SGL-1

Ratings assigned:

Quintiles Transnational Corp.

Senior secured Term Loan "B-3" due 2018, Ba3 (LGD3 48%)

The outlook is stable.

Ratings Rationale:

Quintiles' Ba3 Corporate Family Rating reflects the company's
considerable size, scale and leading position as both a
pharmaceutical contract research organization ("CRO") and a
contract sales organization ("CSO"). Quintiles, as the world's
largest pharmaceutical service provider, is well-positioned to
gain market share and benefit from the industry's growth, the
outlook for which is favorable, as pharmaceutical companies look
to outsource an increasing portion of their non-core functions.
The ratings are also supported by the company's good operating
cash flow and very good liquidity.

The ratings are constrained by the company's financial leverage,
which -- though improved --remains elevated, and the company's
history of aggressive financial policies, including numerous
dividends to shareholders and share repurchase transactions. The
ratings also reflect risks inherent in the CRO and CSO industry,
which is highly competitive, has high reliance on the
pharmaceutical industry, and is subject to cancellation risk.
Moody's also expects pricing pressure in the industry to increase
as pharmaceutical companies and CROs increasingly enter into large
partnership deals, which often trade volume for price.

Moody's could upgrade Quintiles' ratings if the company
demonstrates continued stable revenue growth and margins. If, as a
public company, Quintiles demonstrates a financial policy that
balances both shareholder and creditor interests (i.e., the
company refrains from doing large debt-funded shareholder
dividends as it has done in the past), Moody's could upgrade the
ratings. Specifically, if adjusted debt/EBITDA is sustained below
3.5x and CFO/debt is sustained around 20%, Moody's could upgrade
the ratings.

Moody's could downgrade the ratings if the company experiences
revenue declines and/or margin erosion due to broader trends
within the CRO or CSO industry or if the company undertakes a
significant debt-financed acquisition or shareholder initiatives
beyond Moody's expectations. For example, sustained CFO/debt below
10% or adjusted debt to EBITDA that increases above 5.0 times
could lead to a downgrade.

Headquartered in Durham, North Carolina, Quintiles (NYSE: Q) is a
leading global provider of outsourced contract research and
contract sales services to pharmaceutical, biotechnology and
medical device companies. The company is publicly traded but
remains majority owned by founder and Chairman, Dr. Dennis
Gillings, and private equity firms Bain, TPG, 3i and Temasek.
Quintiles recorded net service revenue of approximately $3.75
billion for the twelve month period ended September 30, 2013.


RAM OF EASTERN: Wells Fargo Balks at Claim Treatment Under Plan
---------------------------------------------------------------
Wells Fargo Bank, N.A., argues that the proposed treatment of its
claim under Ram of Eastern North Carolina, LLC's Plan of
Reorganization is not fair and equitable.

Counsel to Wells Fargo, Brian D. Darer, Esq. --
briandarer@parkerpoe.com -- of Parker Poe Adams & Bernstein LLP,
relates that they will show in more detail at the confirmation
hearing that the Plan fails to repay Wells Fargo in full over a
fair term and at a fair interest rate.

Wells Fargo asserts a secured $4,956,33 claim.

Wells Fargo thus asks the Court to deny confirmation of the Plan.

As reported in the Troubled Company Reporter on July 3, 2013,
the Debtor's Plan contemplates the continuation of its business
activities.  Payments under the Plan will be made through income
earned through the operation of the Debtor's business, and through
deeding certain properties to its secured creditors.  Allowed
Secured Claims are claims secured by property of the Debtor's
bankruptcy estate to the extent allowed as secured claims
under Section 506 of the Bankruptcy Code.  If the value of the
collateral or setoffs securing the creditor's claim is less than
the amount of the creditor's allowed claim, the deficiency will be
classified as a deficiency claim.

             About RAM of Eastern North Carolina

RAM of Eastern North Carolina, LLC, formerly Grantham Crossing,
LLC, filed a Chapter 11 petition (Bankr. E.D.N.C. Case No.
13-01125) in Wilson, North Carolina, on Feb. 21, 2013.

The Debtor, which owns commercial and residential rental
properties in Craven and Carteret Counties, North Carolina,
disclosed $11.7 million in total assets and $7.70 million in total
liabilities in its schedules.

George M. Oliver, Esq., at Oliver Friesen Cheek, PLLC, serves as
bankruptcy counsel to the Debtor.


RESIDENTIAL CAPITAL: Finishing Bankruptcy With Hedge Funds Row
--------------------------------------------------------------
Michael Bathon, substituting for Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reports Residential Capital LLC, the
defunct mortgage company, opened a week-long bankruptcy trial in
which it will fight hedge funds including Aurelius Capital
Management LP over a liquidation plan that resolves more than $100
billion in claims.

According to the report, the trial is scheduled to last through
Nov. 26. The company is asking U.S. Bankruptcy Judge Martin Glenn
in Manhattan to approve a plan to distribute billions of dollars
to creditors that ResCap raised by liquidating assets. The assets
included a mortgage platform bought by Ocwen Loan Servicing LLC
and Green Tree Servicing LLC for $3 billion.

All the company's big creditors voted for the bankruptcy plan
except for a group of hedge funds holding about $1 billion in
notes, ResCap's lead attorney, Gary Lee, said in court on Nov. 19.

Under the plan, junior-secured noteholders would recover all the
principal and interest owed them at the time ResCap and its
affiliates entered bankruptcy. The noteholders have demanded
interest since the filing and other payments they say they're owed
as a result of the bankruptcy.

The noteholders have attacked a $2.1 billion settlement that the
bankruptcy plan is based on. The accord ends lawsuits and other
claims by mortgage bond investors who blame New York-based ResCap
and its parent for losses. The noteholders say the settlement
damaged their collateral and let Ally off too easily.

In a tentative ruling last week, Judge Glenn rejected some of the
noteholder allegations, finding their collateral wasn't worth what
they claimed.

                     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).


RESIDENTIAL CAPITAL: Faces Off with Hedge Funds at Trial on Plan
----------------------------------------------------------------
Joseph Checkler, writing for Daily Bankruptcy Review, reported
that Residential Capital LLC on Nov. 19 began building its case to
exit Chapter 11 under a proposal supported by all but one of its
major creditor groups, pointing out that those objectors are being
treated better than all other creditors in the case.

Steven Church, writing for Bloomberg News, reported that ResCap
opened a weeklong bankruptcy trial in which it will fight hedge
funds including Aurelius Capital Management LP over a liquidation
plan that resolves more than $100 billion in claims.

According to the Bloomberg report, the company is asking U.S.
Bankruptcy Judge Martin Glenn in Manhattan to approve a plan to
distribute billions of dollars to creditors that ResCap raised by
liquidating assets. The assets included a mortgage platform bought
by Ocwen Loan Servicing LLC and Green Tree Servicing LLC for $3
billion.

All the company's big creditors voted for the bankruptcy plan
except for a group of hedge funds holding about $1 billion in
notes, ResCap's lead attorney, Gary Lee, said in court, Bloomberg
related.

Bankruptcy law won't allow "one party to hold everyone else
hostage," Lee, of the law firm of Morrison & Foerster LLP, told
Glenn, the Bloomberg report cited.  "And that's what's happening
this week."

                     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: Incurs $2.5 Million Net Loss in 3rd Quarter
----------------------------------------------------------------
Response Biomedical Corp. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss and comprehensive loss of $2.54 million on $2.08 million
of product sales of product sales for the three months ended
Sept. 30, 2013, as compared with a net loss and comprehensive loss
of $2.66 million on $2.67 million of product sales for the same
period during the prior year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss and comprehensive loss of $9.17 million on $8.39 million
of product sales as compared with a net loss and comprehensive
loss of $5.97 million on $8.69 million of product sales for the
same period a year ago.

The Company's balance sheet at Sept 30, 2013, showed $12.34
million in total assets, $19.98 million in total liabilities and a
$7.64 million total shareholders' deficit.

"The ability of the Company to continue as a going concern is
uncertain and dependant on the Company's ability to obtain
additional financing to fund ongoing operations.  Management has,
thus far, financed the operations through a series of equity
financings.  On November 7, 2013 the Company's shareholders
approved a brokered and non-brokered private placement of
1,273,117 subscription receipts (the "Subscription Receipts") at a
price of $2.45 for aggregate gross proceeds of $3.1 million (the
"Private Placement").  The Company has incurred financing costs of
approximately $0.4 million, of which $0.2 million have been
deferred and capitalized as at September 30, 2013.  Net proceeds
from the financing are expected to be approximately $2.7 million.
Each Subscription Receipt automatically entitles the holder to
receive one unit.  Each unit consists of one common share and one-
half of one warrant to purchase one common share.  Each whole
warrant has a term of 36 months and an exercise price of $3.58.
Management is actively attempting to secure additional commercial
debt and will continue, as appropriate, to seek other sources of
financing, including equity and debt, on favorable terms however,
there can be no assurance that the Company will be able to secure
such additional financing. Management believes that with the
Private Placement noted above, based on the current level of
operations, and excluding out of the ordinary cash management
measures, the Company's cash and cash equivalents balances,
including cash generated from operations, will be sufficient to
meet the anticipated cash requirements up to the second half of
2014.  If additional financing is not obtained, we will be
required to reduce or restructure operations or we may be required
to cease operations.  In view of these conditions, there is
substantial doubt over the Company's ability to continue as a
going concern as it is dependent on additional financing and
ultimately achieving profitable operations, the outcome of which
cannot be predicted at this time," the Company said in the
Quarterly Report.

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

                        http://is.gd/c5PLWZ

                     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 disclosed 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.


RIH ACQUISITIONS: Employs Mercer as Compensation Consultant
-----------------------------------------------------------
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 employ Mercer (US) Inc. as
compensation consultant.

In particular, the Debtors anticipate that Mercer will perform,
among others, the following:

   (a) Familiarize itself with the Debtors and their current
       restructuring plans, current compensation arrangements, and
       potential risks of a disengaged leadership team.

   (b) Present information on incentive plans prevalent in
       organizations being sold in 363 sales using data from
       Mercer's proprietary databases, including elements like:
       (a) aggregate costs; (b) performance metrics; (c) payout
       timing; and (d) eligibility.

   (c) Conduct a working session with officers of the Debtors,
       present market practices, and discuss plan design
       alternatives.  Following the working session, Mercer will
       document the plan design in a presentation.

   (d) Evaluate the compensation levels of individuals selected
       for participation in the program and refine plan design
       accordingly.

   (e) Be available to support the Debtors in the process of
       gaining court approval for the finalized incentive plan
       including drafting presentations or court declarations,
       calls with creditors, in-person presentations, etc.

The Debtors will pay Mercer for its services on an hourly basis
under the following rate structure:

   a. Research                     $50 to $150
   b. Analyst                     $150 to $300
   c. Associate                   $250 to $400
   d. Senior Associate            $350 to $550
   e. Principal                   $500 to $700
   f. Partner                     $700 to $950

The Fee Structure further contemplates reimbursement of Mercer's
actual and reasonable out-of-pocket expenses, including reasonable
attorneys' fees.

John Dempsey, a partner of the firm Mercer (US) Inc., assures the
Court that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
Mr. Dempsey discloses that prior to the Petition Date, the Debtors
paid Mercer a retainer in the amount of $25,000.

                        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.


RIH ACQUISITIONS: Taps Kurtzman Carson as Claims & Noticing Agent
-----------------------------------------------------------------
RIH Acquisitions NJ, LLC, d/b/a The Atlantic Club Casino Hotel,
and RIH Propco NJ, LLC, sought and obtained authority from Judge
Gloria Burns of the U.S. Bankruptcy Court for the District of New
Jersey to employ Kurtzman Carson Consultants LLC as claims and
noticing agent.

Evan Gershbein, the senior vice president of corporate
restructuring services at Kurtzman Carson Consultants LLC, assured
the Court that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.

Mr. Gershbein disclosed that KCC previously provided services to
the Debtors during the period of Oct. 1, 2012 through and
including Jan. 31, 2013.  In connection with the Initial
Retention, the Debtors provided KCC with a $25,000 retainer.  On
Feb. 27, 2013, KCC issued an invoice in the amount of $15,876 for
services provide during the Initial Retention.  On Oct. 25, 2013,
KCC drew down on the Initial Retainer to satisfy the Initial
Invoice, leaving an Initial Retainer balance of $9,123.

Mr. Gershbein added that prior to the Petition Date, KCC assisted
the Debtors in complying with the Worker Adjustment and Retraining
Notification Act and the Millville Dallas Airmotive Plant Job Loss
Notification Act, including the issuance of WARN notices to more
than 1,600 employees of the Debtors.  On Nov. 6, 2013, KCC drew
down $9,123 on the Initial Retainer for contemporaneous WARN Act
Services.

On Oct. 25, 2013, KCC received an additional retainer of $25,000
from RIH Acquisitions associated with the Chapter 11 cases.  Thus,
as of the Petition Date, KCC maintained a $25,000 retainer for
claims and noticing services to be rendered for and on behalf of
the Debtors after the Petition Date.

The Debtors have agreed that the Bankruptcy Retainer will be held
to secure payment of KCC's allowed postpetition fees and expenses
and applied to KCC's final invoice.

                        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: Employs Cole Schotz as Bankruptcy Counsel
-----------------------------------------------------------
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 employ Cole, Schotz,
Meisel, Forman & Leonard, P.A., as bankruptcy counsel.

The current rates of Cole Schotz members, associates and
paralegals are as follows:

     Members                                 $395 - $800
     Special Counsel                         $375 - $440
     Associates                              $195 - $420
     Paralegals                              $170 - $250
     Litigation Support Specialist           $100 - $250

The firm will also be reimbursed for any necessary out-of-pocket
expenses.

Michael D. Sirota, Esq., a shareholder of Cole, Schotz, Meisel,
Forman & Leonard, P.A., assures the Court that his firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code and does not represent any interest adverse
to the Debtors and their estates.

Mr. Sirota discloses that on Oct. 21, 2013, Cole Schotz received
an initial retainer of $50,000 from RIH Acquisitions.  On Nov. 6,
2013, Cole Schotz received an additional $420,254 retainer from
RIH Acquisitions.  On Nov. 6, 2013, Cole Schotz applied $95,254
against the prepetition invoices for contemporaneous services
rendered and other charges incurred before the Petition Date.
Thus, as of the Petition Date, Cole Schotz had a $375,000 retainer
for legal services to be rendered for and on behalf of the Debtors
after the Petition Date and for payment of the filing fees.

                        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.


RTL-WESTCAN LTD: S&P Puts 'B+' CCR on CreditWatch Negative
----------------------------------------------------------
Standard & Poor's Ratings Services said it placed its placed its
ratings on RTL-Westcan Ltd. Partnership, including its 'B+' long-
term corporate credit rating on the company, on CreditWatch with
negative implications.

"The CreditWatch placement follows the announcement that Kenan
Advantage Group Inc. has acquired RTL, with the transaction having
closed Nov. 15, 2013," said Standard & Poor's credit analyst Jamie
Koutsoukis.

As a result of the acquisition, RTL's second-lien notes have been
defeased and full funding has been placed in trust as of Nov. 15,
2013.  In addition, the nonrevocable repayment notice has been
issued on the notes.

RTL is one of the largest niche commodity haulers in western
Canada and a major Alberta-Northwest Territories transportation
and infrastructure company.  It specializes in dry and liquid bulk
transportation, freight hauling, and construction services.  The
hauling division accounts for the majority of RTL's revenue.

S&P will resolve this CreditWatch concurrent with the CreditWatch
resolution on Kenan, at which time S&P will likely equalize the
ratings on RTL with those on Kenan.


RURAL/METRO CORP: Wins Tentative Approval of $11.6 Million Accord
-----------------------------------------------------------------
Michael Bathon, substituting for Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reports that Rural/Metro Corp., the
bankrupt ambulance service, won a judge's tentative approval for a
lawsuit settlement that will distribute as much as $11.6 million
to stockholders of record before a $438 million buyout in 2011.

According to the report, investors sued Rural/Metro, based in
Scottsdale, Arizona, in April 2011 contending the $17.25-a-share
offer by Warburg Pincus LLC was "grossly inadequate."

The settlement "delivered real value," Delaware Chancery Court
Judge J. Travis Laster said at a hearing in Wilmington on Nov. 19.
"Getting that cash was not easy."

Judge Laster also awarded plaintiffs' lawyers more than $4 million
in fees and expenses. The agreement is subject to review by the
U.S. Bankruptcy Court.

The settlement is being funded with $5 million from financial
adviser Moelis & Co. and the rest from Rural/Metro.  The fairness
of Moelis's financial analysis had been questioned, according to
court papers. As part of the settlement, defendants deny all
allegations of wrongdoing and deny they acted improperly.

The buyout was completed on June 30, 2011. The company filed for
Chapter 11 bankruptcy protection in Wilmington on Aug. 4, in a
reorganization aimed at eliminating more than $300 million in
debt. Rural/Metro cited "reduced revenue and delayed cash
collections" as a reason for its distress.

                      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.


SABINE PASS: Moody's Rates New $1-Bil. Senior Secured Notes 'Ba3'
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Sabine Pass
Liquefaction's (SPL) new $1 billion of senior secured notes due
2022. Moody's also affirmed SPL's Ba3 underlying rating on its
$8.9 billion of senior secured bank loans and bonds and affirmed
Sabine Pass LNG's (SPLNG) B1 rating on its $2.1 billion in senior
secured notes. The rating outlooks for SPL and SPLNG are stable.

The net bond proceeds are expected to effectively reduce SPL's
bank loan commitment by $900 million with the remainder used to
pay for increased interest during construction and transaction
costs. Total effective debt after the bond issuance is estimated
at around $9.0 billion compared to $8.9 billion in May 2013.

Ratings Rationale:

The Ba3 rating assigned to SPL's new bonds and affirmation of the
existing Ba3 incorporates Moody's view that SPL's main credit
drivers are substantially unchanged. Moody's understands that
SPL's new senior secured bonds will have substantially the same
terms as SPL's previous senior secured bonds due in 2021 and 2023.
SPL's senior secured bonds continue to contain materially weak
covenants regarding additional indebtedness, restricted payments,
affiliate contracts, and other terms, although bondholders
indirectly benefit from the senior secured bank loans that contain
mostly traditional project finance protections. Additionally, the
$100 million net debt increase is expected to modestly reduce
expected operating period financial metrics although Moody's still
believes that when completed, SPL's financial metrics can be in
the 'Baa' rating category. As of September 2013, Moody's also
understands total project progress at 44.5% is slightly above the
43.8% planned although SPL has reduced its available contingency
to $718 million from $889 million due to higher interest rate
assumptions and various construction related costs. The lower
contingency does not affect the Ba3 rating since Moody's rating
incorporates the likelihood that SPL will utilize a material
portion of its construction contingency. Moreover, Moody's rating
affirmation contemplates Cheniere Energy's (Cheniere) plan to
complete an initial public offering at Cheniere Energy Partners LP
Holdings, LLC as Moody's views the anticipated transaction to be
credit neutral to SPL and SPLNG. SPL and SPLNG's ratings already
consider Cheniere's aggressive financial policies.

The main credit factors supporting SPL's underlying Ba3 senior
secured rating are its long term contract with investment grade
off-takers, the possibility of 'Baa' financial metrics emerging
during operations, and EPC contracts with Bechtel. Sizeable third
party equity investment of $2 billion, mostly traditional project
finance protections for the senior secured bank loans, and the
utilization of existing infrastructure are also considered
positive factors. Key credit risks include the considerable
construction challenges including a reliance on operating cash
flow to fund construction, operating period execution risks such
as sourcing gas feedstock, sizeable risk management challenges
during operation including material working capital requirements,
major debt maturities from 2020 through 2023, and SPL's
inexperience in operating liquefaction plants. Other key
considerations include management's aggressive financial policies,
debt at CTPL, and a debt service reserve that will be funded from
operating cash flow.

The SPLNG's B1 rating reflects long term contracts with highly
rated third parties for approximately 50% of revenues, acceptable
operational performance since 2009, and some project finance
protections. An affiliate contract with SPL should also provide
greater cash flow certainty once SPL achieves operations. The B1
rating also considers SPLNG's high standalone leverage, the large
debt maturity in 2016 that coincides with SPL's construction
period, and likely continuation of low financial metrics until SPL
reaches commercial operations. Over the next several years,
Moody's expects SPLNG will achieve an interest coverage ratio of
around 1.3 to 1.4 times and FFO/Debt of only 2% to 3%. In Q2 2013,
SPLNG required a $46 million capital infusion from CQP to fund
working capital requirements that demonstrated SPLNG's weak
standalone financial strength. Moody's understands SPLNG's
offtakers are ultimately responsible for this cost and CQP
recovered their capital contribution in Q3 2013.

SPL and SPLNG's stable rating outlooks reflect Moody's view that
SPL's construction will be completed generally on time and within
the overall budget and that SPL and SPLNG will meet their
performance obligations under their respective off-take contracts.

SPLNG and SPL's ratings are unlikely to be positively affected in
the near term given the multi-year construction period. Over the
longer term, positive trends that could lead to an upgrade include
SPL's successful construction completion, demonstrated good
operational performance at SPL and SPLNG and the two borrowers'
ability to address their upcoming debt maturities.

SPLNG and SPL ratings could be downgraded if SPL incurs
significant construction cost overruns or delays, if SPLNG incurs
major operating problems or if Trains 5 & 6 add further
significant financial and construction risk. SPLNG and SPL's
ratings could also face negative rating action if SPL's feedstock
sourcing strategy introduces significant imperfections or cash
flow volatility or if any of SPL's governmental authorizations are
revoked or limited.

Sabine Pass Liquefaction LLC (SPL) is expected to build and
operate a nameplate 18 million ton per annum (mtpa) liquefied
natural gas (LNG) project located in Cameron Parish, Louisiana
next to the existing Sabine Pass LNG L.P.'s regasification plant
(SPLNG). SPL's output is effectively contracted with BG Group, Gas
Natural SA, Korea Gas Corporation, and GAIL under 20 year off-take
contracts. SPLNG owns and operates a liquefied natural gas
receiving terminal with an aggregate regasification capacity of
four Bcf/d and five LNG storage tanks. SPLNG has third party 20-
year contracts for half of the capacity. SPL expects to utilize
SPLNG's existing infrastructure including storage tanks and marine
terminal under an affiliate contract. Cheniere Energy Partners
(CQP) owns SPL, SPLNG, and the Creole Trail Pipeline (CTPL). CQP
is directly or indirectly owned by private equity funds managed by
Blackstone, Cheniere Energy, and public investors.


SAN ISIDRO SCHOOL: Fitch Lowers $82MM GO Bonds Rating to 'BB+'
--------------------------------------------------------------
Fitch Ratings takes the following rating actions on San Ysidro
School District, California (the district):

  -- $82 million election of 1997 general obligation (GO) bonds
     series B, C, D, E and F downgraded to 'BB+' from 'BBB+';

  -- $29.1 million certificates of participation (COPs) series
     2001, 2005, and 2007 downgraded to 'BB-' from 'BBB'.

The bonds and COPs are placed on Rating Watch Negative.

Security:

The GO bonds are general obligations of the district, payable
solely from the proceeds of ad valorem taxes, without limitation
as to rate or amount. The COPs are limited obligations secured by
the district's covenant to budget and appropriate lease rental
payments for the use of certain district properties, subject to
abatement.

Key Rating Drivers:

Heightened Financial Risks: The downgrade to 'BB+' for the GOs and
'BB-' for the COPs reflects the district's inability to restore
operating balance in its fiscal 2014 budget, as well as continuing
liquidity challenges. Management projects that absent an emergency
state loan, the district will deplete its cash balances in May
2014, which Fitch considers plausible based on current expenditure
patterns and available reserves.

State Takeover Likely: The downgrade also reflects the increasing
likelihood that the state will appoint an outside administrator to
manage the district's finances and operations. The granting of an
emergency loan would trigger such an appointment, reducing the
district's governing board to an advisory role. The Negative Watch
is based on the potential for additional downgrades in the event a
state takeover is not completed in a timely manner. Fitch expects
the takeover would need to occur, and the Rating Watch to be
resolved, by next May.

COPs Rating Lower: The steeper downgrade for the district's COPs
reflects the reduced availability of resources for payment of
appropriations debt as a result of the district's current
financial strains.

Corruption Scandal Compounds Challenges: The district faces added
challenges from a corruption scandal that has led to the
indictment of a school board member and its former superintendent.

Mixed Economic Results: The district participates in the broad and
diverse San Diego regional economy, which has seen sustained
employment growth in recent years. However, taxable assessed
values (TAV) for the district fell sharply in fiscal 2013 and its
wealth and income levels remain well below average.

Weak Debt Position: Overall debt levels are high and amortization
of direct debt is slow, while pension costs are likely to rise. An
emergency loan from the state is likely to further weaken the
district's debt profile.

Rating Sensitivities:

State Loan Required: The district's inability to maintain
sufficient resources to continue operations through a state loan
or other means would likely result in further downgrades. The
successful receipt of a state loan would be unlikely to trigger an
upgrade, but could result in a resolution of the Rating Watch.

Credit Profile:

The San Ysidro School District is located primarily within the
southeastern portion of the city of San Diego, adjacent to the
international border with Mexico, and includes 42,000 residents
within 29 square miles. The district serves approximately 5,100
students from pre-school through eighth grade.

Heightened Financial Risks:

Fitch's prior rating action on the district preceded the adoption
of a budget for fiscal year 2014, and cited the importance of
substantial new budget adjustments to prevent cash shortfalls and
maintain reserves at state-required levels. The district was
unable to complete such adjustments, and now faces a sizable
deficit that adds to its existing financial challenges. Management
reports that the district has not negotiated concessions with
employees for the current academic year, while its board has been
unable to impose cuts unilaterally. The district now expects that
its general fund balance will turn negative in fiscal 2014, which
Fitch considers reasonable based on the district's history of
operating deficits and dwindling reserves.

The district's finances have deteriorated due to a growing gap
between general fund expenditures and revenues over several
consecutive years. Unrestricted fund balance fell to 5.1% of
general fund spending in fiscal 2012 as compared to 16.5% in
fiscal 2011. Management projects ongoing deficits in fiscals 2015
and 2016 based on current expenditure patterns, which would reduce
fund balances still further.

A projected cash shortfall beginning in May 2014 poses the chief
immediate threat to the district's finances. The district managed
its cashflow in prior years through pooled short-term borrowings
and internal borrowing of bond proceeds, but recent negative
budget certifications have rendered it ineligible to participate
in such transactions. An advance of property taxes from the county
treasurer has helped to delay the district's insolvency, but
management sees no long-term resolution to the district's
financial challenges absent a state takeover.

State Takeover Likely:

The district's pending insolvency will likely necessitate an
emergency state loan, which in turn will trigger the appointment
of a state administrator. Such actions are provided for under
California's fiscal oversight procedures for local educational
agencies, as codified under AB1200. Fitch acknowledges the
stabilizing impact of AB1200, which has been utilized in nine
California school districts since 1991, but does not presume such
support will be available before an emergency loan is granted.
Fitch is unaware of any circumstances in which such support has
been withheld, but the Negative Watch reflects the risk that a
state loan and takeover, if needed, might not be completed in a
timely manner.

COPs Rating Lower:

The larger downgrade for the district's COPs than for its GOs,
results from the district's heightened financial risks and reduced
flexibility. Fitch typically maintains a one-notch distinction
between GO and appropriation debt for higher-rated credits, but
this distinction can increase at lower rating levels. The steeper
downgrade for the district's appropriation debt reflects the
reduced availability of general fund resources pledged towards
repayment of these obligations.

Corruption Scandal Compounds Challenges:

The district faces added challenges from a local corruption
scandal alleging pay-to-play practices for school construction
projects. Fifteen officials in three school districts have been
indicted to date, including San Ysidro's long-time superintendent
and a school board member. The superintendent has resigned and an
assistant superintendent is filling this role on an interim basis.

Mixed Economic Results:

The district is part of the broad and diverse San Diego regional
economy, which has seen sustained employment growth in recent
years. San Diego's unemployment rate fell to 7.4% in August 2013,
just above the national rate of 7.3% and substantially lower than
the state's 8.8% rate. Large employment gains over the past four
years have contributed to these results and current employment
levels exceed pre-recession peaks.

District-level employment statistics are not available but census
data portray a relatively impoverished area within this generally
wealthy region. Household income levels for the district are
approximately three-fourths of regional averages and poverty rates
are notably higher.

The district's tax base retained much of its value during the
recent downturn, but experienced a 5.7% decline in TAV for fiscal
2013 and a 0.1% decline for fiscal 2014. San Ysidro home values,
as reported by Zillow.com, increased by 20% year-over-year as of
September 2013, suggesting a return to TAV growth in future years.

Weak Debt Position:

Overall debt levels for the district are high at 7.0% of TAV and
$7,345 per capita. Amortization of direct debt is very slow with
only 12% of outstanding principal and accreted interest retired in
10 years. An expected state loan is likely to weaken such metrics
further. Capital needs are limited apart from the planned
construction of a new elementary school, which the district
intends to fund from $48 million in remaining GO and COP proceeds.

The district participates in two state-sponsored employee pension
plans and is likely to face ongoing increases in contribution
rates to address current low funding levels. Funding for CalSTRS
is a particular concern, as current contribution rates are
substantially below the level required to amortize existing
obligations. Carrying costs for debt service and retirement
benefits are moderate but appear likely to rise due to escalating
debt service and proposed pension rate increases.


SAND TECHNOLOGY: Shareholders Approve Plan of Arrangement
---------------------------------------------------------
Sand Technology Inc.'s shareholders have approved the sale of all
of the outstanding securities of Sand to N. Harris Computer
Corporation, pursuant to a previously-announced plan of
arrangement whereby Sand will be acquired and taken private by the
Purchaser and current shareholders of Sand will receive an all-
cash consideration for their outstanding common shares of Sand.

Sand's Board of Directors unanimously recommended that the holders
of Sand common shares vote in favour of the Plan of Arrangement.
The Board of Directors received an opinion from
PricewaterhouseCoopers LLP that the consideration to be received
by all the shareholders under the Arrangement is fair from a
financial point of view.

The Arrangement is a business combination subject to Regulation
61-101 on the "Protection of Minority Securityholders in Special
Transactions" that is exempt from the formal valuation requirement
thereunder given that Sand's common shares are listed on the
OTCBB.

A special meeting of shareholders was held on Nov. 13, 2013,
whereby a special resolution approving the Plan of Arrangement was
approved by 99.93 percent of the votes cast by the common
shareholders of Sand, and 99.91 percent of the votes cast,
excluding interested parties, by all shareholders either present
in person or represented by proxy at the Special Meeting.

Sand's application to the Quebec Superior Court of Justice to
obtain the final court order approving the Arrangement is
scheduled for Nov. 14, 2013.  Assuming court approval is obtained
and that all other conditions to the Arrangement are satisfied or
waived, the Arrangement is expected to become effective on or
about Nov. 15, 2013.

                       About SAND Technology

Westmount, Quebec-based SAND Technology Inc. (OTC BB: SNDTF)
-- http://www.sand.com/-- provides Data Management Software and
Best Practices for storing, accessing, and analyzing large amounts
of data on-demand while lowering TCO, leveraging existing
infrastructure and improving operational performance.

SAND/DNA solutions include CRM analytics, and specialized
applications for government, healthcare, financial services,
telecommunications, retail, transportation, and other business
sectors.  SAND Technology has offices in the United States,
Canada, the United Kingdom and Central Europe.

As of April 30, 2013, the Company had C$2.86 million in total
assets, C$3.64 billion in total liabilities and a C$787,933
shareholders' deficiency.

"With the exception of the year ended July 31, 2012, the Company
has incurred operating losses in the past years and has
accumulated a deficit of $42,992,975 as at April 30, 2013.  The
Company has also generated negative cash flows from operations.
Historically, the Company financed its operating and capital
requirements mainly through issuances of debt and equity.  The
Company's continuation as a going concern is dependent upon,
amongst other things, attaining a satisfactory revenue level, the
support of its customers, a return to profitable operations and
the generation of cash from operations, the ability to secure new
financing arrangements and new capital.  These matters are
dependent on a number of items outside of the Company's control.
These material uncertainties cast substantial doubt regarding the
Company's ability to continue as a going concern," according to
the Company's quarterly report for the period ended April 30,
2013.


SANUWAVE HEALTH: Incurs $4.4 Million Net Loss in Third Quarter
--------------------------------------------------------------
SANUWAVE Health, Inc., reported a net loss of $4.43 million on
$148,421 of revenue for the three months ended Sept. 30, 2013,
as compared with a net loss of $1.44 million on $178,256 of
revenue for the same period during the prior year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $10.62 million on $510,272 of revenue as compared with
a net loss of $4.70 million on $627,153 of revenue for the same
period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $1.75
million in total assets, $7.80 million in total liabilities and a
$6.04 million total stockholders' deficit.

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

                       http://is.gd/w5jo8T

                       About SANUWAVE Health

Alpharetta, Ga.-based SANUWAVE Health, Inc., is an emerging global
regenerative medicine company focused on the development and
commercialization of noninvasive, biological response activating
devices for the repair and regeneration of tissue, musculoskeletal
and vascular structures.

BDO USA, LLP, 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 has suffered recurring losses from operations, has a net
working capital deficit, and is economically dependent upon future
issuances of equity or other financing to fund ongoing operations,
each of which raise substantial doubt about its ability to
continue as a going concern.

SANUWAVE Health reported a net loss of $6.40 million on $769,217
of revenue for the year ended Dec. 31, 2012, as compared
with a net loss of $10.23 million on $802,572 of revenue in 2011.


SARKIS INVESTMENTS: Wants Plan Exclusivity Until Feb. 27
--------------------------------------------------------
Sarkis Investments Company, LLC, asks the U.S. Bankruptcy Court
for the Central District of California to extend its exclusive
period to file its plan of reorganization up to and including
Feb. 27, 2014.

This is the first extension of the exclusivity period the Debtor
has sought.  According to the Debtor, counsel for the Debtor and
the Lender have begun the first of many settlement meetings
regarding a consensual exit strategy for the Debtor, and is very
optimistic that the parties will continue to work together towards
this goal.  "As both the Debtor and the Lender believe it is more
appropriate to work together towards an exit strategy that is
currently more sale-oriented, the Debtor submits that it is
appropriate to extend the exclusivity period to foster continued
settlement discussions in this regard."

Sarkis Investments Company, LLC, filed a Chapter 11 petition
(Bankr. C.D. Cal. Case No. 13-29180) on July 29, 2013.  Pamela
Muir signed the petition as manager.  The Debtor estimated assets
and debts of at least $10 million.  Ashley M. McDow, Esq., at
Baker & Hostetler, LLP, serves as the Debtor's counsel.


SB PARTNERS: Delays Q3 Form 10-Q to Complete Audit
--------------------------------------------------
SB Partners has a 30 percent non-controlling interest in Sentinel
Omaha, LLC, an affiliate of the Company's general partner.  The
investment in Omaha is accounted for at fair value.  Earlier this
year, the controller for Omaha informed the Company that, due to
open issues, Omaha's auditors would be unable to complete their
audit and issue an audit opinion for calendar year 2012 until late
2013.

Because the investment in Omaha constitutes a significant portion
of the assets of the Company, Company's auditors are required to
review both the financial statements of Omaha and the related
workpapers prepared by Omaha's auditors after the audit work of
Omaha is completed.  Until the Company's auditors perform their
review of the Omaha audit, the Company's auditors cannot issue an
audited opinion on the Company's financial statements for the
period ending Dec. 31, 2012.  As a result, the Company was not
able to file its form 10-K for the period ending Dec. 31, 2012,
timely and filed form 10-K NT.

The Company anticipates filing form 10-K for the year ended
Dec. 31, 2012, and form 10-Q for the period ending Sept. 30, 2013,
shortly after the Omaha audit for Dec. 31, 2012, is complete.

The Company expects to report a net loss of $266,622 on $629,145
of total revenues for the three months ended Sept. 30, 2013, as
compared with a net loss of $318,227 on $567,187 of total revenues
for the same period a year ago.

                         About SB Partners

Milford, Conn.-based SB Partners is a New York limited partnership
engaged in acquiring, operating and holding for investment a
varying portfolio of real estate interests.  As of June 30,
2010, the partnership owns an industrial flex property in Maple
Grove, Minnesota and warehouse distribution centers in Lino Lakes,
Minnesota and Naperville, Illinois.

The Company has a 30 percent interest in Sentinel Omaha, LLC.
Sentinel Omaha is a real estate investment company which currently
owns 24 multifamily properties and 1 industrial property in 17
markets.  Sentinel Omaha is an affiliate of the partnership's
general partner.


SCIENTIFIC LEARNING: Incurs $932,000 Net Loss in 3rd Quarter
------------------------------------------------------------
Scientific Learning Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $932,000 on $5.22 million of total revenues for the
three months ended Sept. 30, 2013, as compared with a net loss of
$2.24 million on $6.82 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 $1.99 million on $16.02 million of total revenues as
compared with a net loss of $10.42 million on $21.06 million of
total revenues for the same period last year.

The Company's balance sheet at Sept. 30, 2013, showed $13.24
million in total assets, $19.82 million in total liabilities and a
$6.57 million net capital deficiency.

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

                        http://is.gd/UYGglM

                  About Scientific Learning Corp

Scientific Learning is an education company.  The Company
accelerates learning by applying proven research on how the brain
learns in online and on-premise software solutions.  The Company
provides its learning solutions primarily to United States K-12
schools in traditional brick-and-mortar, virtual or blended
learning settings and also to parents and learning centers, in
more than 40 countries around the world.  The Company's sales are
concentrated in K-12 schools in the U.S., which in during the year
ended December 31, 2011 were estimated to total over 116,000
schools serving approximately 55 million students in almost 14,000
school districts. During the year ended Dec. 31, 2011, the K-12
sector accounted for 87% of the sales of the Company.

The Company reported a net loss of $9.65 million in 2012, as
compared with a net loss of $6.47 million in 2011.

In its report on the Company's consolidated financial statements
for the year ended Dec. 31, 2012, Ernst & Young, LLP, in San Jose,
Cal., expressed substantial doubt Scienfic Learning's ability to
continue as a going concern, citing the Company's recurring losses
from operations, deficiency in working capital and its need to
raise additional capital.


SCRUB ISLAND: Case Summary & 26 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor entities filing separate Chapter 11 cases:

     Debtor                                   Case No.
     ------                                   --------
     Scrub Island Development Group Limited   13-15285
     4602 Eisenhower Blvd.
     Tampa, FL 33634

     Scrub Island Construction Limited        13-15286
     4602 Eisenhower Blvd.
     Tampa, FL 33634

Chapter 11 Petition Date: November 19, 2013

Court: United States Bankruptcy Court
       Middle District of Florida (Tampa)

Judge: Hon. Michael G. Williamson

Debtors' Counsel: Charles A. Postler, Esq.
                  STICHTER, RIEDEL, BLAIN & PROSSER
                  110 E Madison Street, Suite 200
                  Tampa, FL 33602-4700
                  Tel: 813-229-0144
                  Email: cpostler.ecf@srbp.com

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million

The petitions were signed by Joe C. Collier III, managing member.

A. List of Scrub Island Development's 20 Largest Unsecured
   Creditors:
   Entity                   Nature of Claim   Claim Amount
   ------                   ---------------   ------------
Mainsail Management Group                      $1,464,091
4602 Eisenhower Blvd
Tampa, FL 33634

Mainsail B.V.I. Limited                        $1,174,358
4602 Eisenhower Blvd
Tampa, FL 33634

Marriott International, Inc.                     $453,079
c/o Lisa Greenlees, Esquire
10400 Fernwood Rd.
Bethesda, MD 20817

Mainsail BVI Property                            $294,421
Management, LLC
4602 Eisenhower Blvd.
Tampa, FL 33634

Mainsail Development                             $249,766
International

BVI Electricity                                  $185,048

Joseph Frett                                     $161,656

Enjoy Life                                       $120,000

Mainsail Central, LLC                             $77,110

K Mark's Foods Ltd.                               $39,525

O'Neal & Mundy Shipping Co.                       $29,769

ICT Management Serviced Ltd.                      $25,347

L'Occitane, Inc.                                  $21,970

Mainsail Suites Hotel                             $18,572

Supa Valu Ltd.                                    $18,369

Detal Petroleum                                   $16,364

Atlantic Southern                                 $15,763

Digicel                                            $9,836

Withers Worldwide                                  $9,726

Marriott Execustay                                 $9,212

B. List of Scrub Island Construction's six Largest Unsecured
   Creditors:

Entity                          Nature of Claim   Claim Amount
------                          ---------------   ------------
Art Linares and David Foster                        $1,653,000
242 Toby Hill Rd
Westbrook, CT 06498

Oscar Rivera                                        $1,538,387

Pablo Dardet                                        $1,414,355

Blue Water Traders                                  $1,284,320

MHLSC Management                                    Undetermined

Thomas Frederick                                    Undetermined


SEVEN COUNTIES SERVICES: UST Objects to Deming Malone Hiring
------------------------------------------------------------
The United States Trustee for Kentucky and Tennessee, Samuel K.
Crocker, objects to the "Nunc Pro Tunc Application of Seven
Counties Services Inc. to Employ Deming Malone Livesay & Ostroff
CPA as Auditor."

According to the U.S. Trustee, as the Court is aware, the 327
Application is SCS' second attempt to retain Deming Malone as
estate professional.  Previously, SCS sought authority from this
Court to employ and compensate DMLO as auditor for the estate
under Section 1108.  SCS premised this request on the idea that
DMLO's auditing work did not fall within the ambit of Section 327.
Based on that premise, SCS argued that it could retain DMLO in the
ordinary course of estate business.

Conveniently, this argument, the U.S. Trustee said, would also
avoid a major problem that SCS and DMLO would face under a Section
327 analysis, to wit: DMLO's lack of disinterest due to its
receipt of post-petition compensation from SCS.  Subsequently, SCS
withdrew the 1108 Application after determining that its contract
with DMLO included both auditing and tax preparation services.  In
the 327 Application, SCS seeks to retain DMLO under Section
327(a). However, SCS continues to advance the argument that DMLO's
auditing work, and the compensation it received related thereto,
are governed by Section 1108, instead of Sections 327(a) and 330.

The U.S. Trustee objects to the 327 Application because DMLO holds
an interest adverse to the estate and is not disinterested.  DMLO
is an accountant and, as such, any work it does on behalf of this
estate that requires its accounting expertise is governed by
Section 327.  Auditing work requires the full range of an
accountant's specialized accounting skills, knowledge, and
experience.  Accordingly, prior to performing such work, or being
compensated for it, an accountant must be employed under Section
327(a). By accepting compensation for post-petition auditing
services, DMLO received an avoidable post-petition transfer and
thereby holds an interest that is adverse to the estate.  For this
reason, DMLO cannot be retained as accountant for SCS.

Hearing on the engagement is set for Dec. 10, 2013, at 10:00 a.m.
(Eastern Time) at Courtroom #1, 5th Fl. (7th St. Elevators).

                    About Seven Counties

Seven Counties Services Inc., a not-for-profit behavioral
services provider from Louisville, Kentucky, filed for Chapter 11
protection (Bankr. W.D. Ky. Case No. 13-31442) on April 4, 2013.
The petition was signed by Anthony M. Zipple as president/CEO.
The Debtor scheduled assets of $45,603,716 and scheduled
liabilities of $232,598,880.  Seiller Waterman LLC serves as the
Debtor's counsel.  Judge Joan A. Lloyd presides over the case.

Wyatt, Tarrant & Combs LLP represents the Debtor as special
counsel.  Hall, Render, Killian, Heath & Lyman, PLLC, is special
counsel to represent and advise it in the implementation of its
new software system.

The agency generates more than $100 million a year in revenue and
employs a staff of 1,400 providing services at 21 locations and
120 schools and community centers.


SILVERSUN TECHNOLOGIES: Incurs $82,200 Net Loss in 3rd Quarter
--------------------------------------------------------------
Silversun Technologies, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $82,219 on $4.37 million of net total revenues for
the three months ended Sept. 30, 2013, as compared with net income
of $102,808 on $3.46 million of net total revenues for the same
period last year.

For the nine months ended Sept. 30, 2013, the Company reported net
income of $95,496 on $12.29 million of net total revenues as
compared with a net loss of $939,414 on $9.44 million of net total
revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $3.34
million in total assets, $3.97 million in total liabilities and a
$631,295 total stockholders' deficit.

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

                         http://is.gd/fbi1Pt

                           About SilverSun

Livingston, N.J.-based SilverSun Technologies, Inc., formerly
known as Trey Resources, Inc., focuses on the business software
and information technology consulting market, and is looking to
acquire other companies in this industry.  SWK Technologies, Inc.,
the Company's subsidiary and the surviving company from the
acquisition and merger with SWK, Inc., is a New Jersey-based
information technology company, value added reseller, and master
developer of licensed accounting and financial software published
by Sage Software.  SWK  Technologies also publishes its own
proprietary supply-chain software, the Electronic Data Interchange
(EDI) solution "MAPADOC."  SWK Technologies sells services and
products to various end users, manufacturers, wholesalers and
distribution industry clients located throughout the United
States, along with network services provided by the Company.

As reported in the TCR on April 2, 2011, Friedman LLP, in East
Hanover, NJ, expressed substantial doubt about Trey Resources,
Inc.'s ability to continue as a going concern, following the
Company's 2010 results.  The independent auditors noted that the
Company has incurred substantial accumulated deficits and
operating losses, and at Dec. 31, 2010, has a working capital
deficiency of approximately $5.1 million.


SPEEDEMISSIONS INC: Incurs $74,400 Net Loss in Third Quarter
------------------------------------------------------------
Speedemissions, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $74,488 on $1.80 million of revenue for the three months ended
Sept. 30, 2013, as compared with a net loss of $88,974 on $2.04
million of revenue for the same period during the prior year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $456,751 on $5.46 million of revenue as compared with
a net loss of $281,723 on $5.95 million of revenue for the same
period last year.

The Company's balance sheet at Sept. 30, 2013, showed $2.44
million in total assets, $2.07 million in total liabilities, $4.57
million in series A convertible redeemable preferred stock, and a
$4.20 million total shareholders' deficit.

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

                        http://is.gd/3OchGd

                        About Speedemissions

Tyrone, Georgia-based Speedemissions, Inc., is a test-only
emissions testing and safety inspection company.

The Company reported a net loss of $281,723 for the nine months
ended Sept. 30, 2012.  The Company reported a net loss of
$1.6 million in 2011, compared with a net loss of $2.2 million in
2010.

After auditing the 2011 results, Habif, Arogeti & Wynne, LLP, in
Atlanta, Georgia, expressed substantial doubt about
Speedemissions' ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses from operations and has a capital deficiency.


STANADYNE HOLDINGS: Incurs $2.5 Million Net Loss in 3rd Quarter
---------------------------------------------------------------
Stanadyne HOldings, 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 $71.89 million of net sales for the
three months ended Sept. 30, 2013, as compared with a net loss of
$3.66 million on $58.14 million of net sales for the same period
last year.

For the nine months ended Sept. 30, 2013, the Company reported a
net loss of $15.75 million on $190.91 million of net sales as
compared with a net loss of $7.47 million on $195.08 million of
net sales for the same period last year.

The Company's balance sheet at Sept. 30, 2013, showed $377.53
million in total assets, $456.05 million in total liabilities,
$537,000 in redeemable non-controlling interest and a $79.05
million total stockholders' deficit.

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

                        http://is.gd/RcdBkq

                     About Stanadyne Holdings

Stanadyne Corporation, headquartered in Windsor, Connecticut,
is a designer and manufacturer of highly-engineered precision-
manufactured engine components, including fuel injection equipment
for diesel engines.  Stanadyne sells engine components to original
equipment manufacturers and the aftermarket in a variety of
applications, including agricultural and construction vehicles and
equipment, industrial products, automobiles, light duty trucks and
marine equipment.  Revenues for LTM ended Sept. 30, 2010 were
$240 million.

Stanadyne Holdings disclosed a net loss of $11.50 million on
$251.45 million of net sales for the year ended Dec. 31, 2012, as
compared with a net loss of $32.50 million on $245.76 million of
net sales in 2011.  The Company incurred a net loss of $9.98
million in 2010.

                           *     *     *

As reported by the TCR on June 27, 2013, Moody's Investors Service
downgraded Stanadyne Holdings Inc.'s Corporate Family Rating to
Caa2 from Caa1 to reflect Moody's view that a debt restructuring
is likely in the near-term.

In March 2012, Standard & Poor's Ratings Services revised its
long-term outlook to negative from stable on Windsor, Conn.-based
Stanadyne Corp. At the same time, Standard & Poor's affirmed its
ratings, including the 'CCC+' corporate credit rating, on
Stanadyne.

"The outlook revision reflects the risk that Stanadyne may not be
able to service debt obligations of its parent, Stanadyne Holdings
Inc. as early as August 2012," said Standard & Poor's credit
analyst Dan Picciotto.


STELERA WIRELESS: Plan Filing Exclusivity Extended to February
--------------------------------------------------------------
U.S. Bankruptcy Judge Niles Jackson signed an agreed order
resolving disputes regarding debtor Stelera Wireless, LLC's
exclusive periods.

The Debtor requested an extension until February 2014 of the
exclusive period to propose a plan and an extension until April
2014, of the period to solicit acceptances of the plan.

The Official Committee of Unsecured Creditors responded by filing
a motion to terminate the Debtor's exclusivity so that the
Committee can propose a Chapter 11 plan to distribute the proceeds
of the sales and finalize the case.  The Committee later said that
it is willing to withdraw the motion to terminate, provided that
the Debtor agrees to: (i) provide the Committee with a draft of
the plan on or before Jan. 15, 2014; and (ii) provide the
Committee with all other plan drafts given to any other parties
(including, but not limited to, the Government) during the plan
development process, so that the Committee may meaningfully
participate in the development of a chapter 11 plan.

Pursuant to the agreed order, the Debtor's exclusive period to
file a plan is extended until Feb. 15, 2014, and the exclusive
period to solicit votes thereon is extended to April 14, 2014,
without prejudice to the Debtor's right to seek further extensions
should the need arise.

The Debtor has agreed to provide the Committee with a draft of the
liquidating plan of reorganization on or before Jan. 15, 2014, and
provide the Committee with all other plan drafts given to any
other parties (including, but not limited to, the government)
during the plan development process.

                    About Stelera Wireless, LLC

Stelera Wireless, LLC, filed a Chapter 11 petition (Bankr. W.D.
Okla. Case No. 13-13267) on July 18, 2013.  Tim Duffy signed the
petition as chief technology officer/manager.  Judge Niles L.
Jackson presides over the case.  The Debtor disclosed $18,005,000
in assets and $30,809,314 in liabilities as of the Chapter 11
filing.

Christensen Law Group, PLLC, serves as the Debtor's primary
counsel.  Mulinix Ogden Hall & Ludlam, PLLC, serves as additional
bankruptcy counsel.  American Legal Claims Services, LLC serves as
official noticing agent.

The official committee of unsecured creditors is represented by
attorneys at Gablegotwals.

The Debtor scheduled a Nov. 20 auction to sell its FCC licenses.


STOCKTON, CA: Gets Approval for Creditor Vote on Turnaround Plan
----------------------------------------------------------------
Michael Bathon, substituting for Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reports that Stockton, the bankrupt
California city, won court approval to send its plan to turn
around the city's finances to creditors for a vote to see if they
will support its proposal to exit bankruptcy protection.

According to the report, U.S. Bankruptcy Judge Christopher M.
Klein approved the city's disclosure statement for its so-called
plan of adjustment to exit bankruptcy protection at a Nov. 18
hearing. Creditors will have until Feb. 10 to vote on Stockton's
proposal, to be followed by a hearing starting March 5 where the
city would seek approval of the plan.

The city in September revealed a debt adjustment plan that would
allow it to exit bankruptcy by raising taxes and paying some
creditors less than they are owed while maintaining its pension
obligations to city employees.

Earlier this month, voters in Stockton approved a proposed sales-
tax increase that's a key part of its plan to become solvent. The
city will raise its sales tax to 9 percent to generate about $28
million annually.

                       About Stockton, Calif.

The City of Stockton, California, filed a Chapter 9 petition
(Bankr. E.D. Cal. Case No. 12-32118) in Sacramento on June 28,
2012, becoming the largest city to seek creditor protection in
U.S. history.  The city was forced to file for bankruptcy after
talks with bondholders and labor unions failed.  Stockton
estimated more than $1 billion in assets and in excess of
$500 million in liabilities.

The city, with a population of about 300,000, identified the
California Public Employees Retirement System as the largest
unsecured creditor with a claim of $147.5 million for unfunded
pension costs.  In second place is Wells Fargo Bank NA as trustee
for $124.3 million in pension obligation bonds.  The list of
largest creditors includes $119.2 million owing on four other
series of bonds.

The city is being represented by Marc A. Levinson, Esq., and John
W. Killeen, Esq., at Orrick, Herrington & Sutcliffe LLP.  The
petition was signed by Robert Deis, city manager.

Mr. Levinson also represented the city of Vallejo, Cal. in its
2008 bankruptcy.  Vallejo filed for protection under Chapter 9
(Bankr. E.D. Cal. Case No. 08-26813) on May 23, 2008, estimating
$500 million to $1 billion in assets and $100 million to $500
million in debts in its petition.  In August 2011, Vallejo was
given green light to exit the municipal reorganization.   The
Vallejo Chapter 9 plan restructures $50 million of publicly held
debt secured by leases on public buildings.  Although the Plan
doesn't affect pensions, it adjusts the claims and benefits of
current and former city employees.  Bankruptcy Judge Michael
McManus released Vallejo from bankruptcy on Nov. 1, 2011.

The bankruptcy judge on April 1, 2013, ruled that the city of
Stockton is eligible for municipal bankruptcy in Chapter 9.


STRATUS MEDIA: Delays Form 10-Q for Third Quarter
-------------------------------------------------
Stratus Media Group, Inc., notified the U.S. Securities and
Exchange Commission that it requires additional time to complete
the financial statements for the three months ended Sept. 30,
2013, and cannot, without unreasonable effort and expense, file
its Form 10-Q on or before the prescribed filing date.

It is anticipated that the loss for the three months ended
Sept. 30, 2013, will be approximately $1,500,000, compared with
the restated loss for the three months ended Sept. 30, 2012, of
$1,441,831.

                        About Stratus Media

Santa Barbara, Calif.-based Stratus Media Group, Inc., is an
owner, operator and marketer of live sports and entertainment
events.  Subject to the availability of capital, the Company
intends to aggregate a large number of complementary live sports
and entertainment events across North America and internationally.

Stratus Media disclosed a net loss of $6.84 million on $374,542 of
total revenues for the year ended Dec. 31, 2012, as compared with
a net loss of $23.63 million on $570,476 of total revenues for the
year ended Dec. 31, 2011. The Company's balance sheet at March 31,
2013, showed $2.18 million in total assets, $21.92 million in
total liabilities and a $19.73 million total shareholders'
deficit.

Goldman Kurland and Mohidin LLP, in Encino, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that Stratus Media has suffered recurring losses
and has negative cash flow from operations which conditions raise
substantial doubt as to the ability of the Company to continue as
a going concern.


SURGICAL SPECIALTY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Surgical Specialty Hospital of Arizona, LLC
        6501 N. 19th Avenue
        Phoenix, AZ 85015

Case No.: 13-20029

Chapter 11 Petition Date: November 19, 2013

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

Judge: Hon. Daniel P. Collins

Debtor's Counsel: Kami M. Hoskins, Esq.
                  JENNINGS, STROUSS & SALMON, PLC
                  One East Washington, Suite 1900
                  Phoenix, AZ 85004-2554
                  Tel: 602-262-5822
                  Fax: 602-495-2649
                  Email: khoskins@jsslaw.com

                     - and -

                  Carolyn J. Johnsen, Esq.
                  JENNINGS STROUSS & SALMON PLC
                  One E Washington ST #1900
                  Phoenix, AZ 85004-2554
                  Tel: 602-262-5911
                  Fax: 602-495-2696
                  Email: cjjohnsen@jsslaw.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by William Comer, chief executive officer.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/azb13-20029.pdf


TANDEM TRANSPORT: Reorganization Plan Confirmed
-----------------------------------------------
Judge Harry C. Dees, Jr., on Nov. 8 entered an order confirming
Consolidated Transport Systems, Inc.'s Plan of Reorganization.

As reported in the TCR on July 19, 2013, the Plan provides that
the Debtors' obligations will be satisfied in full over time by
the Debtors' cash flow from operations, the disposition of the
Debtors' tractor fleet, and exit financing.

Holders of allowed administrative claims and allowed claims
entitled to priority other than allowed claims under 11 U.S.C.
Sec. 507(a)(8) will be paid in full over time except for the state
of Michigan whose allowed administrative claim will be paid in
full on the effective date of the Plan.  Holders of Sec. 507(a)(8)
claims will be paid over a period of five years except for the
state of Michigan whose priority claim, if any, will be paid on or
before Aug. 16, 2017.

Marquette Transportation Finance, Inc., which has provided the
Debtors with DIP financing of up to $4.75 million, has agreed to
continue to provide financing to the reorganized debtors following
confirmation of the Plan.

The Michigan Department of Treasury, Peoples' Capital and Leasing
Corporation, Mercedes-Benz Financial Services USA, LLC, Navistar
Financial Corporation, Marquette, and General Electric Capital
Corporation filed objections to the Plan.  The objections have
been resolved by the modifications made to the Plan on Oct. 28,
2013.

A copy of the Court's Findings of Fact, Conclusions of Law and
Order Confirming the Plan is available for free at:

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

A copy of the Debtor's Amended Joint Plan of Reorganization dated
July 5, 2013, as immaterially modified on Oct. 28, 2013 is
available for free at:

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

A copy of the explanatory disclosure statement is available for
free at

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

                   About Consolidated Transport,
                      Tandem Transport et al.

Michigan City, Indiana-based trucking company Consolidated
Transport Systems, Inc., filed a Chapter 11 petition (Bankr. N.D.
Ind. Case No. 12-32940) on Aug. 16, 2012.  Walter G & Carolyn Bay
owns 87.3% of the privately held Debtor.

Tandem Transport Corp., and two affiliates Transport Investment
Corporation, and Tandem Eastern, Inc., sought Chapter 11
protection (Bankr. N.D. Ind. Case Nos. 12-33135 to 12-33137) on
Aug. 31, 2012.

The Companies and their predecessors have provided for-hire
freight services throughout the United States since 1945.  The
largest portion (75%) of the Companies' business consists of
hauling building materials, with the balance consisting of
transporting steel (20%) and other miscellaneous freight such as
stone, salt, and machinery (5%).  The bulk of the Companies' loads
are received and delivered east of the Mississippi River, although
they have general commodities authority for the lower 48 states.
The Companies have intrastate authority for the states of Georgia,
Illinois, Indiana, Kentucky, Michigan, Missouri, North Carolina,
Ohio, Tennessee and Texas.

The Companies operate as a combined enterprise.  Consolidated owns
the fleet of roughly 275 tractors and 330 trailers.  It also
employs office staff of 66 employees.  The corporate headquarters
is located in Michigan City, Indiana, while their executive office
is located in St. Louis, Michigan.  Transport is the operating
company which provides logistics to customers and also brokers
freight.  Eastern employs 246 drivers, while Investment employs 10
mechanics.

Consolidated initiated its chapter 11 proceeding to prevent any
actions by equipment lenders such as repossession of equipment
that would threaten the Companies' operations and viability while
they restructure their respective operations.  Transport,
Investment and Eastern filed for chapter 11 to obtain the
necessary breathing room provided by the Bankruptcy Code, as well
as a single forum to allow them to effectively restructure their
operations.

Consolidated disclosed $17,207,923 in assets and $11,559,933 in
liabilities as of the Chapter 11 filing and affiliate, Tandem
Eastern, Inc., disclosed $40,652 in assets and $56,119 in
liabilities. Transport Investment estimated less than $50,000 in
assets and up to $50 million in liabilities.  Two other entities
that filed are Transport Investment Corporation and Tandem
Eastern, Inc.

Judge Harry C. Dees, Jr. presides over the cases.  Jeffrey J.
Graham, Esq., and Jerald I. Ancel, Esq., at Taft Stettinius &
Hollister LLP, in Indianapolis, Indiana, serve as the Debtors'
counsel.  O'Keefe & Associates Consulting, LLC, as financial
advisors,  The petition was signed by Jeffrey T. Gross, president.


TARGETED MEDICAL: Incurs $1.7 Million Net Loss in Third Quarter
---------------------------------------------------------------
Targeted Medical Pharma, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $1.72 million on $2.19 million of total revenue for
the three months ended Sept. 30, 2013, as compared with a net loss
of $1.24 million on $2.07 million 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 $9.83 million on $6.92 million of total revenue as
compared with a net loss of $5.04 million on $4.89 million of
total revenue for the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $4.93
million in total assets, $14.02 million in total liabilities, all
current, and a $9.09 million total stockholders' deficit.

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

                        http://is.gd/nSqDdd

                      About Targeted Medical

Los Angeles, Calif.-based Targeted Medical Pharma, Inc., is a
specialty pharmaceutical company that develops and commercializes
nutrient- and pharmaceutical-based therapeutic systems.

Targeted Medical disclosed a comprehensive loss of $9.58 million
on $7.29 million of total revenue for the year ended Dec. 31,
2012, as compared with a comprehensive loss of $4.18 million on
$8.81 million of total revenue during the prior year.

EFP Rotenberg, LLP, in Rochester, New York, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has losses for the year ended Dec. 31, 2012,
totaling $9,586,182 as well as accumulated deficit amounting to
$13,684,789.  Further the Company does not have adequate cash and
cash equivalents as of Dec. 31, 2012, to cover projected operating
costs for the next 12 months.  As a result, the Company is
dependent upon further financing, related party loans, development
of revenue streams with shorter collection times and accelerating
collections on the Company's physician managed and hybrid revenue
streams.


TERVITA CORP: Moody's Rates $325MM Sr. Unsecured Notes 'Caa2'
-------------------------------------------------------------
Moody's Investors Service assigned a Caa2 rating to Tervita
Corporation's proposed $325 million senior unsecured notes issue
due November 2018. The proceeds will be used to refinance its $312
million senior unsecured notes due November 2015 and pay fees and
expenses. The transaction is neutral to Tervita's debt capital and
leverage and consequently has no impact on its Caa1 corporate
family rating (CFR), Caa1-PD probability of default rating, B1
first lien senior secured revolver rating, B3 first lien senior
secured notes rating, and Caa2 senior unsecured notes rating. The
transaction will modestly enhance Tervita's liquidity although
beyond the 12 month timeframe associated with its SGL-3
speculative grade liquidity rating, which also remains unchanged.
Tervita's rating outlook remains stable.

Ratings Rationale:

Tevita's CFR was lowered to Caa1 from B3 on November 12, 2013.


THOMAS PROPERTIES: Reports $102.4 Million Net Income in Q3
----------------------------------------------------------
Thomas Properties Group, Inc., reported net income of
$102.45 million on $23.94 million of total revenues for the three
months ended Sept. 30, 2013, as compared with a net loss of $5.11
million on $22.11 million of total revenues for the same period
last year.

For the nine months ended Sept. 30, 2013, the Company reported net
income of $83.46 million on $70.05 million of total revenues as
compared with a net loss of $15.15 million on $64.34 million of
totla revenues for the same period a year ago.

The Company's balance sheet at Sept. 30, 2013, showed $1.12
billion in total assets, $773.33 million in total liabilities and
$355.92 million in total equity.

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

                        http://is.gd/blzzf4

                    About Thomas Properties Group

Thomas Properties Group, Inc., is a full-service real estate
company that owns, acquires, develops and manages primarily
office, as well as mixed-use and residential properties on a
nationwide basis.  The company's primary areas of focus are the
acquisition and ownership of premier properties, both on a
consolidated basis and through its strategic joint ventures,
property development and redevelopment, and property management
and leasing activities.  For more information about Thomas
Properties Group, Inc., please visit www.tpgre.com.


TIMEGATE STUDIOS: Video-Game Developer Draws Multiple Bids
----------------------------------------------------------
TimeGate Studios Inc., the bankrupt developer of video-game titles
such as Section 8 and Minimum, has drawn interest from multiple
bidders, who all claim to have made the best offer for its assets.

Michael Bathon, substituting for Bill Rochelle, the bankruptcy
columnist for Bloomberg News, reports that Sugarland, Texas-based
TimeGate received seven qualified bids for the intellectual
property of its Section 8 game and yet-to-be-released Minimum by
an original bid deadline of Oct. 21, court papers show.  The
auction was delayed to Nov. 4 from Oct. 25 to allow the offers to
be analyzed.  TimeGate received at least two bids at the Nov. 4
auction.

Atari SA, parent of Atari Inc. which is in the final stages of its
own bankruptcy, bid $30,000 in cash and 15 percent royalties of
net revenue for two years, on monthly gross revenue of more than
$50,000 on each game.  It was deemed to have submitted the
"highest and best" offer for the assets, according to court
documents.

Minimum is projected to generate from $30 million to $75 million
in gross global sales in the first 3-1/2 years after its release,
according to court filings.

TimeGate's trustee, appointed in May after its bankruptcy case was
converted to a Chapter 7 liquidation, will seek court approval to
sell the intellectual-property assets at a hearing scheduled for
tomorrow, according to court papers.

CNH Partners LLC, an investment fund in a family with more than $1
billion in assets under management, objected to the proposed sale
to Atari, saying in court documents that it made a better offer
along with Digital Tribe Games of $50,000 in cash and 25 percent
royalty payments. CNH, which made the offer Nov. 11 after the
auction closed, has asked that the bidding be reopened in open
court.

SouthPeak Interactive Corp., TimeGate's largest unsecured creditor
with a claim of about $10 million stemming from an arbitration
award against TimeGate for fraud and breach of contract related to
the Section 8 game, supports the CNH offer.  SouthPeak and CNH
teamed up at the Nov. 4 auction to make an offer of $40,000 in
cash and a 50 percent royalty, which was considered to be inferior
to Atari's offer.

The trustee said that while he is evaluating the CNH offer he is
constrained from accepting it by the court-approved procedures
that govern the sale process.

TimeGate Studios filed a petition for Chapter 11 protection
(Bankr. S.D. Tex. Case No. 13-32527) on May 1, 2013, in Houston
and wants the bankruptcy judge to sell the business by May 31 to
the two main shareholders.

Sugarland, Texas-based TimeGate estimated less than $10 million
and debt exceeding $10 million as of the Chapter 11 filing.  The
Debtor owes $2.3 million on revolving credits to shareholders Alan
Chaveleh and Morteza Baharloo.  They propose buying the business
in exchange for $2.1 million of the debt and $500,000 in cash.

SouthPeak questioned whether the claims amounted to valid secured
debt.

Karl Daniel Burrer, Esq., at Haynes & Boone, LLP, is the
bankruptcy counsel for the Debtor.


TITAN PHARMACEUTICALS: Braeburn Invests $5 Million
--------------------------------------------------
Titan Pharmaceuticals, Inc., announced a $5 million equity
investment by Braeburn Pharmaceuticals Sprl and a restructuring of
certain terms of the License Agreement for commercialization of
Probuphine(R), the Company's investigational subdermal implant for
the maintenance treatment of opioid dependence, primarily to
adjust the timing and amount of the approval and sales milestones.
The agreements reflect Titan's need to address its cash flow
requirements through next year given the generally uncertain
nature of the regulatory process with respect to both timing and
outcome.  The agreements also address Braeburn's recognition of
the potential impact of the delay in the regulatory approval
process, as well as the changing market for opioid addiction
treatments, on its investment in Probuphine and enable Braeburn to
continue advancing the regulatory process and support the
commercialization of Probuphine, if approved.

Pursuant to the terms of a stock purchase agreement, Titan will
issue 6,250,000 shares of its common stock to Braeburn for an
aggregate purchase price of $5,000,000, or $0.80 per share, the
closing price of the shares on Nov. 11, 2013.  Under the terms of
an amendment to the license agreement, there will be a reduction
in the milestone payment upon approval by the U.S. Food and Drug
Administration (FDA) of the Probuphine New Drug Application (NDA)
from $45 million to $15 million and an increase in the total
amount of potential sales milestones payments from $130 million to
$165 million.  The sales threshold to achieve the highest royalty
tier has been lowered.  Braeburn has agreed to assume
responsibility for all third party expenses relating to the
Probuphine regulatory process.  Additionally, the license
amendment contains a provision entitling Titan to receive a low
single digit royalty on sales by Braeburn, if any, of other mid or
long-term continuous delivery treatments for opioid dependence, up
to a maximum of $50 million, as well as the right to elect to
participate in sales by Braeburn of other products in the
addiction market in exchange for a similar reduction in the
company's royalties on Probuphine. The amendment will be effective
upon the closing of the sale of the shares.

"Given the uncertainties associated with an FDA approval process,
the board and management of Titan believed it was important to
raise capital now to maintain continued momentum through next
year," stated Marc Rubin, M.D., executive chairman of Titan.
"This investment by Braeburn at market with no warrant coverage
not only provides us with the capital necessary to fund our
operations, but also demonstrates Braeburn's commitment to the
Probuphine program."

Additional information is available for free at:

                        http://is.gd/NRCeMS

                    About Titan Pharmaceuticals

South San Francisco, California-based Titan Pharmaceuticals is a
biopharmaceutical company developing proprietary therapeutics
primarily for the treatment of central nervous system disorders.

The Company's balance sheet at March 31, 2013, the Company's
balance sheet showed $23.53 million in total assets, $26.58
million in total liabilities and a $3.04 million total
stockholders' deficit.

Titan Pharmaceuticals incurred a net loss applicable to common
stockholders of $15.18 million in 2012, as compared with a net
loss applicable to common stockholders of $15.20 million in 2011.


TRAINOR GLASS: Has Access to Funds Until Jan. 15
------------------------------------------------
Trainor Glass Company now has access to financing until Jan. 15,
2013.  Judge Carol A. Doyle on Nov. 6, 2013, signed an order
extending the termination date under the final order authorizing
the Debtor to use cash collateral and access DIP financing until
Jan. 15, 2014.  The Debtor, the DIP lender, and the statutory
committee of unsecured creditors have agreed to a supplemental
budget which runs through Dec. 31, 2013.

                        About Trainor Glass

Trainor Glass Company, doing business as Trainor Modular Walls,
Trainor Solar, and Trainor Florida, filed for Chapter 11
bankruptcy (Bankr. N.D. Ill. Case No. 12-09458) on March 9, 2012.
Trainor was founded in 1953 by Robert J. Trainor Sr. to pursue a
residential glass business in Chicago, Illinois.  Trainor's
business model was focused on quality fabrication, design,
engineering, and installation of glass products and framing
systems in virtually every architectural application, including
(a) new construction, (b) green-building solutions, (c) building
rehabilitation, (d) storefronts and entrances, (e) tenant
interiors, and (f) custom-specialty work.

The Hon. Carol A. Doyle oversees the Chapter 11 case.  George P.
Apostolides, Barry A. Chatz, Esq., Michael L. Gesas, Esq., David
A. Golin, Esq., Kevin H. Morse, Esq., and Michelle G. Novick,
Esq., at Arnstein & Lehr LLP, serve as the Debtor's counsel.

Thomas, Feldman & Wilshusen LLC serves as the Debtor's local Texas
counsel.  The Police Law Group serves as local Michigan counsel.
Arnold & Arnold, LLP, serves as local Colorado counsel.  Thompson
Hine LLP serves as local Maryland counsel.  Kasimer & Annino,
P.C., serves as local Virginia counsel.

High Ridge Partners, Inc., serves as the Debtor's financial
consultant.  The Debtor has tapped Cole, Martin & Co., Ltd., to
render certain auditing services related to the Debtor's 401(k)
and profit sharing plan.

The Debtor scheduled $14,276,745 in assets and $64,840,672 in
liabilities.

A three-member official committee of unsecured creditors has been
appointed in the case.  The committee retained Sugar Felsenthal
Grais & Hammer LLP as counsel.


TRAINOR GLASS: To Present Plan for Confirmation on Dec. 18
----------------------------------------------------------
Trainor Glass Company is slated to present its Second Amended
Joint Plan of Liquidation dated Nov. 13, 2013, for confirmation at
a hearing on Dec. 18, 2013, at 11:15 a.m.

Trainor Glass in mid-November obtained from Judge Carol A. Doyle
an order approving the adequacy of the disclosure statement
explaining the Chapter 11 plan it co-proposed with the Official
Committee of Unsecured Creditors.

Objections to confirmation of the Plan are due Dec. 16, 2013.
Replies to objections are due Dec. 17.  The voting deadline will
be Dec. 13 at 5:00 p.m.

Bond Safeguard Insurance Co. and Lexon Insurance Co. conveyed
objections to the Disclosure Statement.  They said that while the
plan proponents have complied with a number of the objections
previously raised, they believe that the plan proponents have not
complied with the disclosures necessary to adequately explain the
liquidation analysis.

                            The Plan

The key aspects of the Joint Plan include the Debtor's liquidation
and wind-down and the formation and operation of a Trainor
Liquidating Trust that will be charged with: (i) liquidating the
Debtor's remaining assets; (ii) pursuing claims and causes of
action on behalf of the Debtor's creditors; (iii) analyzing and
reconciling Claims that have been filed against the Debtor's
estate; and (iv) making distributions on account of allowed
claims.

The Debtor's existing equity interests will be canceled under the
Joint Plan, and the Debtor's equity security holders will receive
no distributions on account of their existing Interests in the
Debtor.

A copy of the court-approved Disclosure Statement dated Nov. 15,
2013, is available for free at:

   http://bankrupt.com/misc/Trainor_Glass_2nd_Amended_Plan_Outline.pdf

                        About Trainor Glass

Trainor Glass Company, doing business as Trainor Modular Walls,
Trainor Solar, and Trainor Florida, filed for Chapter 11
bankruptcy (Bankr. N.D. Ill. Case No. 12-09458) on March 9, 2012.
Trainor was founded in 1953 by Robert J. Trainor Sr. to pursue a
residential glass business in Chicago, Illinois.  Trainor's
business model was focused on quality fabrication, design,
engineering, and installation of glass products and framing
systems in virtually every architectural application, including
(a) new construction, (b) green-building solutions, (c) building
rehabilitation, (d) storefronts and entrances, (e) tenant
interiors, and (f) custom-specialty work.

The Hon. Carol A. Doyle oversees the Chapter 11 case.  George P.
Apostolides, Barry A. Chatz, Esq., Michael L. Gesas, Esq., David
A. Golin, Esq., Kevin H. Morse, Esq., and Michelle G. Novick,
Esq., at Arnstein & Lehr LLP, serve as the Debtor's counsel.

Thomas, Feldman & Wilshusen LLC serves as the Debtor's local Texas
counsel.  The Police Law Group serves as local Michigan counsel.
Arnold & Arnold, LLP, serves as local Colorado counsel.  Thompson
Hine LLP serves as local Maryland counsel.  Kasimer & Annino,
P.C., serves as local Virginia counsel.

High Ridge Partners, Inc., serves as the Debtor's financial
consultant.  The Debtor has tapped Cole, Martin & Co., Ltd., to
render certain auditing services related to the Debtor's 401(k)
and profit sharing plan.

The Debtor scheduled $14,276,745 in assets and $64,840,672 in
liabilities.

A three-member official committee of unsecured creditors has been
appointed in the case.  The committee retained Sugar Felsenthal
Grais & Hammer LLP as counsel.


TRANS-LUX CORP: Issues Warrants to Buy 50,000 Shares Warrants
-------------------------------------------------------------
Following the approval of the same by the Trans-Lux Corporation's
shareholders at its Annual Meeting of Shareholders held Oct. 2,
2013, the Company had issued warrants to purchase 50,000 shares of
the Company's common stock, par value $0.001, to Jean Firstenberg,
Board Member, at an exercise price of $0.50 per share.  The
issuance of the Warrants was completed in accordance with the
exemption provided by Section 4(2) of the Securities Act of 1933,
as amended.

On Nov. 11, 2013, the Board of Directors approved an amendment to
Section 4 (o)(i) of the Warrants, pursuant to which Ms.
Firstenberg will be permitted to exercise the vested portion of
such Warrants for a period of two years following her termination
from the Board for reasons other than for cause, death or
disability.  The original form of Ms. Firstenberg's Warrants is
incorporated by reference as Attachment A to Form DEF 14A dated
Aug. 28, 2013.

                   About Trans-Lux Corporation

Norwalk, Conn.-based Trans-Lux Corporation (NYSE Amex: TLX) is a
designer and manufacturer of digital signage display solutions for
the financial, sports and entertainment, gaming and leasing
markets.

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $1.36 million on $23.02 million of total revenues, as compared
with a net loss of $1.41 million on $23.75 million of total
revenues during the prior year.  The Company's balance sheet at
June 30, 2013, showed $19.69 million in total assets, $18.83
million in total liabilities and $859,000 in total stockholders'
equity.

"Management cannot provide any assurance that the Company would
have sufficient cash and liquid assets to fund normal operations.
Further, the Company's obligations under its pension plan exceeded
plan assets by $6.5 million at June 30, 2013 and the Company has
$1.7 million due under its pension plan over the next 12 months.
Additionally, if the Company is unable to cure the defaults on the
Debentures and the Notes, the Debentures and the Notes could be
called and be immediately due.  If the Debentures and Notes are
called, the Company would need to obtain new financing.  There can
be no assurance that the Company will be able to do so and, even
if it obtains such financing, how the terms of such financing will
affect the Company.  If the debt is called and new financing
cannot be arranged, it is unlikely that the Company will be able
to continue as a going concern," according to the Company's
quarterly report for the period ended June 30, 2013.


TROPICANA ENTERTAINMENT: Moody's Puts B2 CFR on Review for Upgrade
------------------------------------------------------------------
Moody's Investors Service placed Tropicana Entertainment Inc.'s B2
Corporate Family Rating on review for upgrade. Tropicana's
Probability of Default rating has been upgraded to B2-PD from B3-
PD, and was also placed on review for upgrade. Moody's assigned a
B2 rating to Tropicana Entertainment's proposed $300 million term
loan due 2020 and a B2 to its proposed $15 million revolving
credit facility due 2018 and placed the ratings on review for
upgrade. Moody's will withdraw the ratings on Tropicana's existing
term loan upon closing and repayment with the proposed term loan.
The ratings are subject to receipt and review of final documents.

The new term loan plus cash on hand will be used to fund
Tropicana's pending acquisition (announced in August) of Lumiere
Place Casino, HoteLumiere, and the Four Seasons Hotel St. Louis
for $260 million, and refinance the company's existing $172
million term loan. The acquisition is expected to close in the
first half of 2014 pending receipt of all required regulatory
approvals. The proposed term loan and revolver will be guaranteed
by all domestic operating subsidiaries and secured by all assets.
The term loan is will not have any financial covenants while the
revolving credit facility will be subject to a net debt/EBITDA
covenant only in the event that as of the last day of any fiscal
quarter, revolving loans outstanding exceeds 35% of the revolving
commitment.

Rating placed on review for upgrade:

Corporate Family Rating at B2

Rating raised and placed on review for upgrade:

Probability of Default rating, upgraded to B2-PD from B3-PD

Ratings assigned and placed on review for upgrade:

Proposed $300 million senior secured term loan due 2020 at B2 (LGD
3, 48%)

Proposed $15 million senior secured revolver due 2018 at B2 (LGD
3, 48%)

Rating to be withdrawn upon closing:

$175 million senior secured term loan at B2 (LGD 3, 31%)

Ratings Rationale:

The review for upgrade reflects the positive impact the proposed
acquisition will have on Tropicana's credit profile if/when it
closes. The addition of Lumiere will increase scale (revenues will
grow about 30%) and improve geographic diversification into the
St. Louis gaming market, one that Moody's believes has better
growth prospects than Tropicana's large Atlantic City casino.
Additionally, Tropicana is expected to use a portion of its large
cash balance to finance about 50% of the purchase price that will
result in only a small increase in pro-forma September 30, 2013
lease-adjusted debt/EBITDA to about 3.5 times from 3.4. Interest
coverage will remain strong as a reduction in interest margin in
the proposed financing offsets higher debt balances. Assuming the
acquisition closes on the proposed terms and there is no material
change in the company's operating environment, Moody's expects to
upgrade Tropicana's Corporate Family Rating to B1.

If the transaction does not close, the ratings could still be
considered for an upgrade based on: (1) the required mandatory
prepayment of the proposed term loan by $125 million (less any
voluntary prepayments) if the acquisition is terminated or does
not close by December 31, 2014; (2) an expected increase in EBITDA
from tax credits against future real estate tax bills in New
Jersey; and (3) the potential increase in earnings from
commencement of internet gaming. In such case, Moody's review for
upgrade would focus on the operating conditions in the company's
major markets, acquisition appetite, and financial policy.

Tropicana Entertainment, Inc. is an owner and operator of regional
casino and entertainment properties including three casinos in
Nevada, and one casino in each of the following jurisdictions:
Mississippi, Indiana, Louisiana, New Jersey, and Aruba. Tropicana
is majority owned by Icahn Enterprises LP. The company generated
approximately $568 million in net revenues for the last twelve
months ended September 30, 2013.


TRW AUTOMOTIVE: Moody's Raises Corp. Family Rating to 'Ba1'
-----------------------------------------------------------
Moody's Investors Service raised the ratings of TRW Automotive,
Inc. Corporate Family and Probability of Default Ratings to Ba1
and Ba1-PD, from Ba2 and Ba2-PD, respectively. The rating outlook
remains positive. In a related action Moody's raised the ratings
on the company's existing senior unsecured notes to Ba1 from Ba2,
and assigned a Ba1 rating to TRW's new offering of $400 million of
senior unsecured notes. Moody's also lowered rating on the bank
revolving credit facility to Ba1 from Baa2, reflecting the release
of collateral supporting the facility and resolving the review
placed on the facility in September 2013. The Speculative Grade
Liquidity Rating was affirmed at SGL-2.

Ratings assigned:

$400 million of senior unsecured notes due 2023, Ba1 (LGD4, 56%)

Ratings raised:

Corporate Family Rating, to Ba1 from Ba2;

Probability of Default Rating, to Ba1-PD from Ba2-PD;

6 3/8% senior unsecured notes due 2014, to Ba1 (LDG4, 56%) from
Ba2 (LGD4, 56%);

7% senior unsecured notes due 2014, to Ba1 (LDG4, 56%) from Ba2
(LGD4, 56%);

7.25% senior unsecured notes due 2017, to Ba1 (LDG4, 56%) from Ba2
(LGD4, 56%);

8.875%senior unsecured notes due 2017, to Ba1 (LDG4, 56%) from
Ba2(LGD4, 56%);

4.5% senior unsecured notes due 2021, to Ba1 (LDG4, 56%) from Ba2
(LGD4, 56%)

Ratings lowered

$1.4 billion senior unsecured revolving credit facility, to Ba1
(LDG4, 56%) from Baa2 (LGD1,5%)

Ratings Rationale:

The upgrade of TRW's Corporate Family Rating to Ba1 incorporates
the anticipated completion of the proposed note offering which
addresses the significant near-term debt maturities due in March
2014 and which coincides with a period of the company's highest
seasonal working capital needs. Addressing this maturity combined
with the announced intention to call $205 million of high coupon
debt due in 2017 significantly extends TRW debt maturity profile
and reduces near-term refinancing risks. TRW is now better
positioned to meet other potential cash needs including any
potential EU regulatory settlement related to the anti-competitive
conduct investigation of the company's Occupant Safety Systems
business. In addition, the anticipated improvement in operating
flexibility should support the recently announced upsized share
repurchase program to $2 billion through December 2016.

Moody's maintained TRW's positive rating outlook which anticipates
that the company will sustain strong credit metrics as a leader in
the design and manufacture of active and passive automotive safety
related products. Moody's expects that global automotive demand
will continue to grow over the intermediate-term, and stabilizing
macroeconomic conditions in Europe (about 43% of 2012 revenues)
will help support this growth. The company is also expected to
continue to execute a balanced financial policy to support capital
reinvestment in its business units and its share repurchase
program.

TRW's SGL-2 Speculative Grade Liquidity Rating reflects a good
liquidity profile over the intermediate-term supported by cash on
hand and availability under the $1.4 billion revolving credit
facility. As of September 27, 2013, TRW had $1.0 billion of cash
and cash equivalents. The $1.4 billion revolving credit facility
was undrawn. TRW is expected to generate positive free cash flow
over the near-term even with elevated levels of capital
expenditures to support new business growth. The financial
covenants under the revolving credit facility are a cash interest
coverage test and a net leverage ratio test and are anticipated to
have ample cushions over the near-term to allow full access to the
revolver availability.

The potential for a higher corporate family rating over the
intermediate-term will be a function of how well TRW balances its
capital structure to support a number of potential cash calls
including any potential fine resulting from the EU regulatory
investigations, and the company's share repurchase program. Future
events that have the potential to raise TRW's ratings include
EBITA margins sustained at or above 7%, EBITA/Interest coverage
sustained above 5.5x, and Debt/EBITDA sustained below 2x. A
positive rating action over the intermediate-term would also be
supported by the degree to which financial policies minimize the
risk of structural subordination of TRW's U.S. issued debt, given
the significant level earnings at foreign subsidiaries.

Future events that have the potential to lower TRW's outlook or
ratings include deteriorating industry conditions without
sufficient offsetting restructuring actions by the company that
result in EBITA margins approaching the low single digits,
EBITA/Interest coverage falling below 5x, Debt/EBITDA sustained at
2.5x or higher, or if TRW is unable to maintain an adequate
liquidity profile.

TRW Automotive, Inc., headquartered in Livonia, MI, is among the
world's largest and most diversified safety related suppliers of
automotive systems, modules, and components to global vehicle
manufacturers and related aftermarket. The company has four
operating segments: Chassis Systems, Occupant Safety Systems,
Automotive Components, and Electronics. Its primary business lines
encompass the design, manufacture, and sale of active and passive
safety related products. Revenues in 2012 were approximately $16.4
billion.


UNITEK GLOBAL: Incurs $11.3 Million Net Loss in Third Quarter
-------------------------------------------------------------
UniTek Global Services, Inc., reported a net loss of $11.31
million on $130.03 million of revenues for the three months ended
Sept. 28, 2013, as compared with a net loss of $26.61 million on
$130.48 million of revenues for the three months ended Sept. 29,
2013.

For the nine months ended Sept. 28, 2013, the Company reported a
net loss of $26.68 million on $365.06 million of revenues as
compared with a net loss of $55.08 million on $316.66 million of
revenues for the nine months ended Sept. 29, 2012.

The Company's balance sheet at Sept. 28, 2013, showed $325.58
million in total assets, $289.17 million in total liabilities and
$36.41 million in total stockholders' equity.

"Our results reflect the coordinated actions we have taken to
build UniTek into a company that we anticipate will be better
aligned to leverage all of our assets across the organization to
achieve long-term, organic growth.  We believe that we are on our
way to building UniTek into a strong brand, with the people,
resources and tools in place to deliver consistent, high-value and
quality service to our customers.  In the year since we began the
re-alignment process, and in the face of a number of unanticipated
challenges, we believe we made meaningful progress in creating an
organization with a business focused on verticals and geographies
that we expect will experience growth over the next decade," said
Rocky Romanella, chief executive officer of UniTek.

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

                        http://is.gd/0ned9w

                    About UniTek Global Services

UniTek Global Services, Inc., based in Blue Bell, Pennsylvania,
provides fulfillment and infrastructure services to media and
telecommunication companies in the United States and Canada.

Unitek incurred a net loss of $77.73 million in 2012, as compared
with a net loss of $9.13 million in 2011.

                         Bankruptcy Warning

As of Dec. 31, 2012, the Company's total indebtedness, including
capital lease obligations, was approximately $170 million.  This
amount has increased to approximately $210 million as of Aug. 9,
2013, including amounts borrowed to cash collateralize letters of
credit.  The Company's current debt also bears interest at rates
significantly higher than historical periods.  The Company said
its substantial indebtedness could have important consequences to
its stockholders.  It will require the Company to dedicate a
substantial portion of its cash flow from operations to payments
on its indebtedness, thereby reducing the availability of the
Company's cash flow to fund acquisitions, working capital, capital
expenditures and other general corporate purposes.

"An event of default under either of our credit facilities could
result in, among other things, the acceleration and demand for
payment of all the principal and interest due and the foreclosure
on the collateral.  As a result of such a default or action
against collateral, we could be forced to enter into bankruptcy
proceedings, which may result in a partial or complete loss of
your investment," the Company said in the 2012 annual report.

                             *    *    *

In the June 11, 2013, edition of the TCR, Moody's Investors
Service lowered UniTek Global Services, Inc.'s probability of
default and corporate family ratings to Ca-PD/LD and Ca,
respectively.  The Ca corporate family rating reflects UniTek's
missed interest payment on the term loan which is considered a
default under Moody's definition, the heightened possibility of
another default event, continued delays in the filing of restated
financials including the last two audits, management turnover, the
potential loss of the company's largest customer and other
business and legal risks stemming from issues at the company's
Pinnacle subsidiary.

As reported by the TCR on Oct. 17, 2013, Standard & Poor's Ratings
Services said it raised its corporate credit rating on Blue Bell,
Pa.-based UniTek Global Services Inc. to 'B-' from 'CCC'.  "The
ratings upgrade to 'B-' reflects our belief that the company
is no longer vulnerable and dependent on favorable developments to
meet its financial commitments over the next few years," said
Standard & Poor's credit analyst Michael Weinstein.


USA BROADMOOR: Court Confirms Plan With Modifications
-----------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida has
approved USA Broadmoor, LLC's disclosure statement on a final
basis.  The Plan, as modified by the Modifications, is confirmed
in all respects.

A copy of the Confirmation Order, including the Modifications that
were announced at the Confirmation Hearing, is available at:

       http://bankrupt.com/misc/usabroadmoor.doc110.pdf

As reported in the TCR on Oct, 15, 2013, the Debtor amended its
Plan of Reorganization on Sept. 30 for the second time to reflect
that four claim classes will be amortized and paid in 48 monthly
installments at 5% per annum commencing on the first day of the
month after the Plan Effective Date and continuing each month
until the allowed claim is paid in full.

The four claim classes involved are Class 3 Secured Claim of
Guardian; Class 4 Secured Claim of Challenger Pools; Class 5
Secured Claim of All Saints, and Class 6 Secured Claim of Superior
Seal.

The Allowed Claim Classes may be prepaid in whole of in part at
any time without penalty.  The Claimants will retain their Liens
until the Allowed Claim is paid in full.

                      About USA Broadmoor

USA Broadmoor, LLC, filed a Chapter 11 petition (Bankr. M.D. Fla.
Case No. 13-04880) on April 16, 2013.  The petition was signed by
Hugh L. Caraway, chief executive officer of Internacional Realty,
Inc., member.  The Debtor estimated assets and debts of at least
$10 million, respectively.  Judge Michael G. Williamson presides
over the case.  The Debtor is represented by Scott A. Stichter,
Esq., Edward J. Peterson, III, Esq. and Amy Denton Narris, Esq.,
at Stichter, Riedel, Blain & Prosser, P.A., as counsel.

The Debtor disclosed $11,117,091 in assets and $11,121,374 in
liabilities as of the Chapter 11 filing.


VELATEL GLOBAL: Delays Form 10-Q for Third Quarter
--------------------------------------------------
VelaTel Global Communications, Inc., was unable to file its Form
10-Q for the period ended Sept. 30, 2013, in a timely manner
because the Company was unable to complete its financial
statements by the time required for Registrant to timely file the
Form 10-Q.

                         About VelaTel Global

VelaTel acquires spectrum assets through acquisition or joint
venture relationships, and provides capital, engineering,
architectural and construction services related to the build-out
of wireless broadband telecommunications networks, which it then
operates by offering services attractive to residential,
enterprise and government subscribers.  VelaTel currently focuses
on emerging markets where internet penetration rate is low
relative to the capacity of incumbent operators to provide
comparable cutting edge services, or where the entry cost to
acquire spectrum is low relative to projected subscribers.
VelaTel currently has project operations in People's Republic of
China, Croatia, Montenegro and Peru.  Additional target markets
include countries in Latin America, the Caribbean, Southeast Asia
and Eastern Europe.  VelaTel's administrative headquarters are in
Carlsbad, California.  See http://www.velatel.com/

Velatel Global incurred a net loss of $45.60 million on $1.87
million of revenue for the year ended Dec. 31, 2012, as compared
with a net loss of $21.79 million on $0 of revenue for the year
ended Dec. 31, 2011.  As of March 31, 2013, the Company had $15.77
million in total assets, $62.25 million in total liabilities and a
$46.48 million total deficiency.

Kabani & Company, Inc., in Los Angeles, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company's viability is dependent upon its
ability to obtain future financing and the success of its future
operations.  The Company has incurred a net loss of $45,601,292
for the year ended Dec. 31, 2012, cumulative losses of
$298,347,524 since inception, a negative working capital of
$34,972,850 and a stockholders' deficiency of $36,566,868.  These
factors raise substantial doubt as to the Company's ability to
continue as a going concern.


VELTI INC: Unsecured Creditors Balk at Auction of U.S. Assets
-------------------------------------------------------------
Marie Beaudette, writing for DBR Small Cap, reported that
unsecured creditors of Velti PLC are balking at the quick auction
timeline for some of the U.S. assets of the mobile marketing and
advertising firm, which is set to kick off with a stalking-horse
bid from the Blackstone Group LP.

According to the report, in papers filed on Nov. 19 with the U.S.
Bankruptcy Court in Wilmington, Del., the official committee
representing the Velti units' unsecured creditors says the
Blackstone affiliate that's slated to lead bidding at the proposed
Dec. 9 auction is exercising too much control over the sale
process.

                         About Velti Inc.

Velti Inc., a provider of technology for marketing on mobile
devices, sought Chapter 11 protection (Bankr. D. Del. Case No. 13-
bk-12878) on Nov. 4, 2013.  DLA Piper LLP (US) serves as the
Debtor's counsel.  BMC Group, Inc., is the Debtor's claims agent.
Judge Peter J. Walsh presides over the case.

Velti Inc., a San Francisco-based unit of Velti Plc, listed assets
of as much $50 million and debt of as much as $100 million in
Chapter 11 documents filed this week.  Its Air2Web Inc. unit,
based in Atlanta, also sought creditor protection.

Velti Plc, which trades on the Nasdaq Stock Market, isn't part of
the bankruptcy process.  Operations in the U.K., Greece, India,
China, Brazil, Russia, the United Arab Emirates and elsewhere
outside the U.S. will continue as usual.


VIGGLE INC: Registered Users Grow 190%, as Revenues Increase 111%
-----------------------------------------------------------------
Viggle Inc. released its results for F1Q 2014 ended Sept. 30,
2013, showing continued growth in revenue and registered users.

Viggle generated $4.338 million in revenue during F1Q 2014, a 111
percent increase over the $2.052 million generated in F1Q 2013.
It also marked the third straight quarter that Viggle saw triple-
digit growth in the same quarter year over year.  In addition to
the increase in revenue, Viggle's net registered users also
increased by 190 percent from 1,143,779 at the end of F1Q 2013 to
3,313,742 at the end of F1Q 2014.

The growing advertising spend on the Viggle platform was validated
by multiple analyses conducted by third parties, or using third-
party data.  In early September, Viggle released findings from a
Nielsen Innovation Lab study that found a major brand's promotion
more effectively engaged consumers when the campaign was
experienced simultaneously on TV and in the app to Viggle users.
The study concluded that Ad Memorability, Brand and Message
Recall, Likeability, and Purchase Intent were higher for the
campaign by a range of 11 percent to nearly 50 percent.

Viggle also released findings from a study of its Verified Tune-In
product conducted using data from social media analytics company
Trendrr that demonstrated Viggle's ability to drive traffic to,
engagement with, and positively impact social media reach around
specific, promoted shows.

As a result of these findings and proven historical results on the
platform, a total of 56 networks and brands worked with Viggle in
F1Q 2014.  The 22 network partners spanned everything from tier 1
national networks to smaller cable properties, all of whom relied
on Viggle to drive discovery, tune in, and viewer engagement.  The
34 brands that worked with Viggle consisted of new and returning
partners depending on Viggle to drive key performance indicators
such as Awareness, Recall, and Purchase Intent.

Monthly active users, defined as those who have logged into the
app during the month, averaged 474,796 in F1Q 2014.  This
represents an increase of 187,430, or 65 percent, over the 287,366
monthly active users in F1Q 2013.

"I'm happy to report our continued improvements in revenue, EBITDA
and net registered users," said Greg Consiglio, President and COO
of Viggle.  "Obviously, we were able to deliver the results that
our network and advertising partners need.  We were also able to
extend our advertising and revenue base by launching the Viggle
Audience Network to reach nearly 10 million entertainment
consumers."

Consiglio also noted that Viggle is well positioned among all
second screen services due to its unique rewards platform that
ties user behavior and loyalty to specific incentives from third
parties, or directly from the networks or advertisers themselves.
'There is not another service besides Viggle that can build this
type of loyalty among entertainment consumers, and reward them for
doing what they already love to do.  It really positions us as
something much more than another second screen platform."

Through the end of F1Q 2014, Viggle users have checked into more
than 316 million TV programs - including 50.9 million in F1Q 2014.
Overall, users' average time in the app has been 67 minutes per
session.  The total estimated retail value of rewards redeemed
through the Viggle platform since launch also exceeded $15 million
through F1Q 2014.

Viggle had an Adjusted EBITDA loss of $5.916 million in F1Q 2014,
a 30 percent decrease on the Adjusted EBITDA loss of $8.484 loss
for F1Q 2013.  In addition, revenue far exceeded the cash cost of
rewards for the quarter.  The decrease in Adjusted EBITDA loss is
directly attributable to a reduction in marketing spend compared
to F4Q 2013.

                            About Viggle

New York City-based Viggle Inc. is a loyalty marketing company.
The Company has developed a loyalty program for television that
gives people real rewards for checking into the television shows
they are watching on most mobile operating system.  Viggle users
can redeem their points in the app's rewards catalog for items
such as movie tickets, music, or gift cards.

Viggle incurred a net loss of $91.40 million on $13.90 million of
revenues for the year ended June 30, 2013, as compared with a net
loss of $96.51 million on $1.73 million of revenues during the
prior year.  The Company's balance sheet at June 30, 2013, showed
$16.77 million in total assets, $54.15 million in total
liabilities and a $37.37 million total stockholders' deficit.

BDO USA, LLP, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended
June 30, 2013.  The independent auditors noted that the Company
has suffered recurring losses from operations and at June 30,
2013, has deficiencies in working capital and equity that raise
substantial doubt about its ability to continue as a going
concern.


VISION INDUSTRIES: Executes a Final Contract with South Coast Air
-----------------------------------------------------------------
Vision Industries has executed a final contract with South Coast
Air Quality Management District for a "Zero Emission Cargo
Transportation" demonstration, partially funded through a US
Department of Energy Grant in the amount of $958,120.  Vision will
also apply for matching funds from the California Energy
Commission to subsidize Vision's cost share in this program.  The
2 year Demonstration Program will call for a fleet of four (4)
Vision TyranoTM hydrogen fuel cell electric trucks to be tested in
"Real World Drayage Service" at the twin Ports of Los Angeles and
Long Beach.  The trucks will be operated by Total Transportation
Services, Inc., a nationwide operator of drayage trucks.

Vision is expecting to sign a similar agreement for the
demonstration of 20 trucks at the Port of Houston.  The Houston-
based grant is designed to demonstrate the movement of
containerized cargo between port terminals and Walmart's Houston
Distribution facility with Vision's fuel cell electric truck, the
TyranoTM.  TTS-I, Vision's launch customer, will be the operator
of these trucks as well.

Considering a total of $6.5 Million of State and Federal Grants
for both projects, Vision anticipates to reach profitability
during the 3rd Quarter of 2014 and finish the year 2014 with a
positive EBITDA.

                       About Vision Industries

Long Beach, Cal.-based Vision Industries Corp. focuses its
efforts in building Class 8 fuel cell electric vehicles (FCEV)
used in drayage transportation.

The Company's balance sheet at June 30, 2013, showed $1.14 million
in total assets, $2.75 million in total liabilities and a $1.60
million total stockholders' deficit.

Vision Industries reported a net loss of $5.28 million on $26,545
of total revenue for the year ended Dec. 31, 2012, as compared
with a net loss of $6.44 million on $764,157 of total revenue for
the year ended Dec. 31, 2011.

DKM Certified Public Accountants, in Clearwater, 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's cash and available credit are
not sufficient to support its operations for the next year.
Accordingly, management needs to seek additional financing that
raises substantial doubt about its ability to continue as a going
concern.


VISION SOLUTIONS: Moody's Affirms 'B2' CFR & 'B1' Term Loan Rating
------------------------------------------------------------------
Moody's Investors Service affirmed the Vision Solutions Inc.'s B2
corporate family rating and affirmed the B1 rating on the
company's upsized first lien term loan. The increased debt will be
used in conjunction with cash on hand to fund a shareholder
distribution. Vision is owned by private equity firm Thoma Bravo.
The ratings outlook is stable.

Ratings Rationale:

Though the company is raising approximately $40 million of
additional debt to fund the distribution (along with some cash on
hand) and as a result increasing leverage, the company is expected
to make excess cash flow sweep and amortization payments by
January 2014 quarter-end resulting in a net debt increase of only
$20 million (approximately). More troubling is the increase in
debt while the company faces continued challenges with declining
license sales, particularly from the former Double-Take business.
Maintenance revenue and free cash flow has remained fairly stable
however.

Pro forma for the new debt, leverage is expected to be around 5x
which Moody's considers very high given the continued revenue
challenges. This is mitigated by, and the B2 rating supported by,
the expectation that the company will continue to produce healthy
levels of free cash flow, which combined with excess cash flow
sweep requirements of the debt facilities, should drive de-
leveraging to well under 5x over the next year. The ratings could
however face downward pressure if the company pursues additional
debt financed distributions particularly if revenues continues to
decline. Ratings could also face downward pressure if the company
is not able to reduce debt at a faster pace than EBITDA declines.
Given the aggressive financial policies of the company, a rating
upgrade in unlikely in the near to medium term.

The following ratings were assigned:

Affirmations:

Issuer: Vision Solutions, Inc.

Probability of Default Rating, Affirmed B2-PD

Corporate Family Rating, Affirmed B2

Senior Secured First Lien Revolving Bank Credit Facility Jul 23,
2015, Affirmed B1, revised to a range of LGD3, 35 % from a range
of LGD3, 31 %

Senior Secured First Lien Term Bank Credit Facility Jul 23, 2016,
Affirmed B1, revised to a range of LGD3, 35 % from a range of
LGD3, 31 %

Senior Secured Second Lien Term Bank Credit Facility Jul 23, 2017,
Affirmed Caa1, revised to a range of LGD6, 96 % from a range of
LGD5, 85 %

Withdrawals:

Issuer: Vision Solutions, Inc.

Speculative Grade Liquidity Rating, Withdrawn , previously rated
SGL-2

Outlook Actions:

Issuer: Vision Solutions, Inc.

Outlook, Remains Stable

Liquidity is weakened by the shareholder distribution (a portion
of which is funded with cash on hand) but adequate. The company is
expected to have over $20 million in cash after the distribution,
however the company is also expected to make $20 million of excess
cash flow sweep and amortization payments in the January quarter,
leaving little excess cash other than that generated during the
quarter. The company is expected to generate positive free cash
flow during the quarter (and in subsequent quarters). Liquidity is
also supported by an undrawn $15 million revolving credit
facility.

Vision Solutions, Inc., headquartered in Irvine, CA, is a provider
of recovery and related software for IBM Power Systems and Windows
based servers. Vision is majority owned and controlled by the
private equity firm, Thoma Bravo. The company had sales of
approximately $157 million for the twelve months ended July 31,
2013.


VPR OPERATING: Committee Asks Court to Convert Cases to Chapter 7
-----------------------------------------------------------------
The Official Creditors' Committee of VPR Operating, LLC, et al.,
asks the U.S. Bankruptcy Court for the Western District of Texas
to enter an order approving the Structured Conversion of VPR's
Chapter 11 case to one under Chapter 7 of the Bankruptcy Code.

The Motion explains: "On Sept. 18, 2013, the Court entered orders
approving the sale of substantially all of the Debtors' assets.
Upon the closing of each sale of the Debtors' assets, the
Debtors will have no assets to operate.  Except for cash that is
subject to disputed liens and claims, the only remaining material
assets shall be litigation assets.  There is no need or benefit
for the Debtors to remain in Chapter 11 and attempt to
rehabilitate themselves.  So long as he or she is assured of
standing, a Chapter 7 Trustee can prosecute the Debtors'
litigation assets.

"COG Operating LLC was the highest bidder for the Debtors'
unconventional assets.  COG Operating agreed to purchase these
assets for $19.6 million.  Stanlolind Oil and Gas LP was the
highest bidder for the Debtors' conventional assets.  Stanlolind
agreed to purchase these assets for $5.4 million."

As part of a conversion, the Committee requests the following:

    * An assignment to the Debtors' Chapter 7 Bankruptcy Estates
from the Committee of all litigation positions, including, without
limitation, claim objections, claims, remedies, and causes of
action, including, but not limited to, negligence, gross
negligence, promissory estoppel, willful misconduct, fraud,
conversion, embezzlement, inducement, misappropriation,
defalcation, recklessness, or breach of a fiduciary or quasi-
fiduciary duty, reserved for the Committee and its successor
pursuant to the Court's Final Order regarding the Debtors' use of
cash collateral and authorization to obtain postpetition
financing.

    * Court approval of the assignment from the Debtors' Chapter
11 Bankruptcy Estates to the Debtors' Chapter 7 Bankruptcy Estates
of any claims of third parties that have been assigned to the
Debtors' Chapter 11 Bankruptcy Estates at the time of conversion.

About VPR Operating

VPR Operating, LLC, and three related entities sought Chapter 11
protection (Bankr. W.D. Tex. Lead Case No. 13-10599) in Austin
on March 29, 2013.  Brian John Smith, Esq., at Patton Boggs LLP,
serves as the Debtor's counsel.  Judge Craig A. Gargotta presides
over the case.

The Debtor disclosed $13,400,000 in assets and $11,119,045 in
liabilities as of the Chapter 11 filing.

Privately owned VPR is an oil and gas company focused on acquiring
and developing assets in the domestic onshore basins of the United
States.  It has 53 producing wells, which generate revenue of
approximately $375,000 per month on average after royalty
payments.  VPR was founded in 2008, and maintains producing oil
and gas properties in Oklahoma and New Mexico.

The U.S. Trustee appointed five entities to an official committee
of creditors.  Kell C. Mercer, Esq., at Brown McCarroll, L.L.P.
represents the Official Committee of Creditors.  Newera
Consulting, LLC, serves as financial advisors.


VPR OPERATING: Decision Period on HQ Lease Extended to Dec. 31
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas has
granted the Ex Parte Motion of VPR Operating, LLC, et al., to
extend the deadline for the Debtor to assume or reject the lease
of the Debtors' headquarters located at 1406 Camp Craft Road in
Austin, Texas, through and including the earlier of: (a)
confirmation of any chapter 11 plan; and (b) Dec. 31, 2013.

According to the Debtor's Ex Parte Motion, entered Oct. 25, 2013,
if the Lease Deadline for the Headquarters Lease is not extended
as requested, the Debtors may be forced to make a premature or
hasty decision regarding the disposition of the Headquarters
Lease, which may impede the Debtors' goals of maximizing the value
of their estates for the benefit of their creditors.

                     About VPR Operating

VPR Operating, LLC, and three related entities sought Chapter 11
protection (Bankr. W.D. Tex. Lead Case No. 13-10599) in Austin
on March 29, 2013.  Brian John Smith, Esq., at Patton Boggs LLP,
serves as the Debtor's counsel.  Judge Craig A. Gargotta presides
over the case.

The Debtor disclosed $13,400,000 in assets and $11,119,045 in
liabilities as of the Chapter 11 filing.

Privately owned VPR is an oil and gas company focused on acquiring
and developing assets in the domestic onshore basins of the United
States.  It has 53 producing wells, which generate revenue of
approximately $375,000 per month on average after royalty
payments.  VPR was founded in 2008, and maintains producing oil
and gas properties in Oklahoma and New Mexico.

The U.S. Trustee appointed five entities to an official committee
of creditors.  Kell C. Mercer, Esq., at Brown McCarroll, L.L.P.
represents the Official Committee of Creditors.  Newera
Consulting, LLC, serves as financial advisors.


VPR OPERATING: Committee Can Retain Newera as Financial Advisors
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas has
granted the Official Creditors' Committee of VPR Operating, LLC,
permission to retain Newera Consulting, LLC, as financial
advisors.

As reported in the TCR on Oct. 9, 2013, the Committee requires
Newera Consulting to provide these services:

   (a) assist and advise the Committee in the analysis of the
       current financial position of the Debtors;

   (b) assist and advise the Committee in its analysis of the
       Debtors' business plans, cash flow projections,
       restructuring programs, selling, general and administrative
       structure and other reports or analyses prepared by the
       Debtors or their professionals, in order to assist the
       Committee in its assessment of the business viability of
       the Debtors, the reasonableness of projections and
       underlying assumptions, the impact of market conditions on
       forecasted results of the Debtors; and the viability of the
       restructuring strategy pursued by the Debtors or other
       parties in interest;

   (c) assist and advise the Committee in its analysis of proposed
       transactions or other actions for which the Debtors or
       other parties in interest seek Court approval
       including, but not limited to, evaluation of competing bids
       in connection with the divestiture of corporate assets, DIP
       financing or use of cash collateral, assumption/rejection
       of leases, extensions of exclusivity, objections to claims
       or liens, and other executory contracts, management
       compensation and retention and severance plans;

   (d) assist and advise the Committee in its analysis of the
       Debtors' internally prepared financial statements and
       related documentation, in order to evaluate performance
       of the Debtors as compared to its projected results;

   (e) attend and advise at meetings/calls with the Committee and
       its counsel and representatives of the Debtors and other
       parties;

   (f) assist and advise the Committee and its counsel in the
       development, evaluation and documentation of the optimal
       strategic positions to pursue in the Case, including but
       not limited to any plan of reorganization or strategic
       transaction, including developing, structuring and
       negotiating the terms and conditions of potential plans or
       strategic transaction including the value of consideration
       that is to be provided thereunder;

   (g) assist and advise the Committee in its analysis of the
       Debtors' hypothetical liquidation analyses under various
       scenarios; and

   (h) assist and advise the Committee in such other services as
       may be necessary and advisable to support the foregoing
       services, including but not limited to, other bankruptcy,
       reorganization and related litigation support efforts,
       valuation assistance, corporate finance/M&A advice,
       compensation and benefits consulting, or other specialized
       services as may be requested by the Committee and which
       may be agreed to by Newera in writing.

Newera Consulting will be paid at these hourly rates:

       Loretta Cross               $475
       John D. Baumgartner         $375
       Associate/Analyst         $200-$300

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

John D. Baumgartner, vice president of Newera 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.

                       About VPR Operating

VPR Operating, LLC, and three related entities sought Chapter 11
protection (Bankr. W.D. Tex. Lead Case No. 13-10599) in Austin
on March 29, 2013.  Brian John Smith, Esq., at Patton Boggs LLP,
serves as the Debtor's counsel.  Judge Craig A. Gargotta presides
over the case.

The Debtor disclosed $13,400,000 in assets and $11,119,045 in
liabilities as of the Chapter 11 filing.

Privately owned VPR is an oil and gas company focused on acquiring
and developing assets in the domestic onshore basins of the United
States.  It has 53 producing wells, which generate revenue of
approximately $375,000 per month on average after royalty
payments.  VPR was founded in 2008, and maintains producing oil
and gas properties in Oklahoma and New Mexico.

The U.S. Trustee appointed five entities to an official committee
of creditors.  Kell C. Mercer, Esq., at Brown McCarroll, L.L.P.
represents the Official Committee of Creditors.  Newera
Consulting, LLC, serves as financial advisors.


WALLDESIGN INC: Wants Plan Outline Objections Overruled
-------------------------------------------------------
Walldesign Inc., says the disclosure statement explaining its
Chapter 11 plan should be approved.

However, Carpenters Southwest Administrative Corporation and the
board of trustees for the Carpenters Southwest Trusts say the
disclosure statement does not contain "adequate information" as
required to allow creditors to make an informed judgment about the
Plan.  Carpenters, which filed a $23,700 claim, says the
Disclosure Statement and Plan do not adequately distinguish
between on-tax priority unsecured claims, as required by various
sections of 11 U.S.C. Sec. 507.

Another party, The Painters Joint Trusts, filed an objection to
the Disclosure Statement.  As reported in the Nov. 8, 2013 edition
of the TCR, Painters says the Disclosure Statement and the Plan
(i) do not adequately distinguish between non-tax priority
unsecured claims, as required by the various sections of 11 U.S.C.
Sec. 507; and (ii) do not provide sufficient information to allow
priority unsecured creditors to estimate the sums they can expect
to receive from the Estate.  Painters also says the Debtor claims
to reject the collective bargaining agreement which grants
valuable rights to the Trusts, as third-party beneficiaries,
notwithstanding the fact that the Debtor has not presented any
evidence of compliance with 11 U.S.C. Sec. 1113, the exclusive
statutory source of legal requirements for postpetition
termination of collective bargaining agreements.

Responding to the objections, the Debtor says that contrary to
negative speculation and inferences made by the objectors, the
classification and treatment of claims provided for in the Plan
were based on statutory requirements.  In particular, Section 1123
specifically states that a plan will designate classes of claims
other than claims under Sec. 507(a)(2) (i.e. administrative
expenses), 507(a)93) (involuntary gap claims, which are not
applicable here, and (507(a)(8) (tax claims).  Consistent and in
compliance with Section 1123, the Plan excludes from classes, yet
provides for treatment consistent with requirements of the
Bankruptcy Code, claims arising under Sections 507(a)(2) and (8).

The Debtor also says the Painters objection to the Disclosure
Statement based on the rejection of the union contract is arguably
an issue for plan confirmation, not adequacy of disclosure, and
thus should be overruled on that basis alone.

Carpenters is represented by:

         Jodi Siegner, Esq.
         DECARLO & SHANLEY
         533 S. Fremont Avenue, Ninth Floor
         Los Angeles, CA 90071-1706
         Tel: (213) 488-4100
         Fax: (213) 488-4180

                        The Chapter 11 Plan

The Debtor and the statutory committee of unsecured creditors have
prepared a Joint Plan that contemplates a liquidation of assets of
the estate. The Debtor and the Committee seek to make payments
under the Plan to holders of allowed administrative claims and
other holders of classes entitled to distributions of all cash on
hand, together with net proceeds realized from the litigation of
claims held by the estate and liquidation of any other assets.

Under the Plan, secured creditors Comerica and VFS are unimpaired
and will be paid from the liquidation of their collateral.
Unsecured creditors are impaired and will receive interests in the
liquidation trust created under the Plan.  The disclosure
statement did not provide for an estimated recovery for unsecured
creditors.

A copy of the disclosure statement explaining the Chapter 11 plan
dated Oct. 18, 2013, is available for free at:

  http://bankrupt.com/misc/Walldesign_Inc_Plan_Outline_101813.pdf

                          About Walldesign

Walldesign Inc., incorporated in 1983, has been in the business of
installing drywall, insulation, plaster and providing related
services to single and multi-family construction projects
throughout California, Nevada and Arizona for over 20 years.
Customers include some of the largest homebuilders in the United
States, such as Pulte, DR Horton, K. Hovnanian, Toll Brothers and
KB Homes.  In fiscal 2011, Walldesign generated more than $43.5
million in annual revenues.

Walldesign, based in Newport Beach, California, said the global
credit crisis that occurred in the third quarter of 2008 had a
severe negative impact on its business: capital for construction
projects dried up, buyers vacated the market for new homes and
profit margins on new jobs eroded.  Although it has significantly
downsized its operations in an effort to remain profitable in the
recessionary conditions, cash flow problems arose during this
process.  These problems slowed payments to vendors, precipitating
collection lawsuits forcing it to seek Chapter 11 protection
(Bankr. C.D. Calif. Case No. 12-10105) on Jan. 4, 2012.

Judge Robert N. Kwan presides over the case.  Marc J. Winthrop,
Esq., Sean A. O'Keefe, Esq., and Jeannie Kim, Esq., at Winthrop
Couchot, serve as the Debtor's counsel.  In its petition, the
Debtor estimated $10 million to $50 million in assets and debts.
The petition was signed by Michael Bello, chief executive officer.

Brian Weiss of BSW & Associates serve as the Debtor's Chief
Restructuring Officer.

An official committee of unsecured creditors has been appointed in
the case.  The Committee tapped Jones Day as its counsel.


WESTERN FUNDING: Hires Hilco Receivables as Backup Servicer
-----------------------------------------------------------
Western Funding Inc. and its debtor-affiliates seek permission
from the U.S. Bankruptcy Court for the District of Nevada to
employ Hilco Receivables, LLC as backup servicer, nunc pro tunc to
Oct. 20, 2013.

The Debtors will provide Hilco Receivables with weekly files for
its loan portfolio, and Hilco Receiveables will generate reports
comparing the performance of the loan portfolio from week to week.
After presenting the reports to the Debtors, upon the request of
their secured lender, BMO Harris Bank, N.A., Hilco Receivables is
authorized to present such reports to BMO Harris.  Hilco
Receivables will also be mirroring the Debtors' systems, such that
should the need arise, Hilco Receivables will be able to
immediately begin servicing the loan portfolio, mitigating or even
preventing harm to the loan portfolio and, consequently, harm to
the bankruptcy estate.

The compensation of Hilco Receivables is proposed to be $8,500 per
week.

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

Jay J. Stone, CEO of Hilco Receivables, 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.

Hilco Receivables can be reached at:

       Jay J. Stone
       Hilco Receivables, LLC
       5 Revere Drive
       Northbrook, IL 60062
       Tel: (847) 786-4352
       E-mail: jstone@hilcoreceivables.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: Taps Larson & Zirzow as General Counsel
--------------------------------------------------------
Western Funding Inc. and its debtor-affiliates ask authorization
from the U.S. Bankruptcy Court for the District of Nevada to
employ Larson & Zirzow, LLC as general reorganization counsel,
nunc pro tunc to Sept. 4, 2013.

The Debtors require Larson & Zirzow to:

   (a) prepare on behalf of Debtors, as debtors in possession, all
       necessary or appropriate motions, applications, answers,
       orders, reports, and other papers in connection with the
       administration of the Debtors' estates;

   (b) take all necessary or appropriate actions in connection
       with a plan of reorganization and related disclosure
       statement and all related documents, and such further
       actions as may be required in connection with the
       administration of Debtors' estates;

   (c) take all necessary actions to protect and preserve the
       estate of Debtors, including the prosecution of actions in
       Debtors' behalf, the defense of any actions commenced
       against Debtors, the negotiation of disputes in which
       Debtors are involved, and the preparation of objections to
       claims filed against Debtors' estates; and

   (d) perform all other necessary legal services in connection
       with the prosecution of the Chapter 11 cases.

Larson & Zirzow will be paid at these hourly rates:

       Paraprofessionals           $175
       Associates/of counsel    $175-$350
       Shareholders                $450

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

Within the one year period immediately preceding the Debtor's
petition date, Debtors transferred to Larson & Zirzow retainers in
the total sum of $373,000 for legal services in connection with
their restructuring.  Of this sum, Larson & Zirzow was paid the
sum of $153,405.41 prior to the petition date, and currently holds
in retainer the remainder sum of $219,594.59.

Matthew C. Zirzow, partner of Larson & Zirzow, 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.

Larson & Zirzow can be reached at:

       Matthew C. Zirzow, Esq.
       LARSON & ZIRZOW, LLC
       810 S. Casino Center Blvd., Ste. 101
       Las Vegas, NV 89101
       Tel: (702) 382-1170
       Fax: (702) 382-1169
       E-mail: mzirzow@lzlawnv.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: Names Lewis Roca as Special Counsel
----------------------------------------------------
Western Funding Inc. and its debtor-affiliates ask for
authorization from the U.S. Bankruptcy Court for the District of
Nevada to employ Lewis Roca Rothgerber LLP as special counsel,
nunc pro tunc to Oct. 17, 2013.

The Debtors require Lewis Roca to:

   (a) negotiate and prepare any corporate or transactional
       documents in conjunction with Debtors' Chapter 11 casees,
       including but not limited to any purchase, sale, and other
       related transaction documents;

   (b) provide general corporate and transaction advice, including
       a review of contracts and agreements as may be necessary;
       and

   (c) perform all other necessary legal services in connection
       with the prosecution of the Chapter 11 cases related to
       their various corporate and transaction needs.

Lewis Roca will be paid at these hourly rates:

       Scott MacTaggart, partner         $610
       Donald G. Martin, partner         $500
       Jeffrey Steffen, of counsel       $395

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

Donald G. Martin, partner of Lewis Roca, 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.

Lewis Roca can be reached at:

       Donald G. Martin, Esq.
       LEWIS ROCA ROTHGERBER LLP
       3993 Howard Hughes Pkwy., Ste 600
       Las Vegas, NV 89169
       Tel: (702) 474-2610
       Fax: (702) 216-6206
       E-mail: DMartin@LRRLaw.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.


* Downturn in Nonresidential Construction Eases in Q3, CBI Says
---------------------------------------------------------------
As the economy gradually recovers, nonresidential construction
spending remains unchanged--a good sign the downturn in the
industry has stopped, according to the Construction Backlog
Indicator (CBI) produced by Associated Builders and Contractors
(ABC), which remained nearly unchanged between the second and
third quarters of 2013.

"The most recent CBI reading suggests much of the growth next year
is likely to occur after the first quarter of 2014, and only if a
successful resolution to lingering federal budgetary issues
emboldens decision-makers," said ABC Chief Economist Anirban Basu.
"Even with successful negotiations in Washington, D.C., ABC
expects publicly financed segments to continue to be hamstrung by
reluctant state and local government budget officials."

Despite the fact the nation is in its fifth year of recovery,
nonresidential construction spending remains roughly 20 percent
below the cyclical and all-time peak achieved in October 2008.
While the most recent CBI is 2.8 percent higher compared to a year
ago, it suggests the long-awaited rapid acceleration in
nonresidential construction spending will not occur in the very
near term.

"For the past year, businesses and consumers grappled with higher
tax rates, rising interest rates, a federal shutdown, and the
uncertainties associated with health care reform, sequestration
and debt default.  In October, the International Monetary Fund
downgraded the 2013 U.S. growth forecast from 1.7 percent to 1.6
percent," Mr. Basu said.  "As if headwinds emerging from the
federal government were not enough, the uncertain resolution of
Detroit's bankruptcy has induced more cautious behavior among
certain large and similarly situated American cities, which
continue to impact the outlook for U.S. infrastructure
investment."

However, there is optimism in the Nov. 19 CBI release.  "Even slow
growth leads to construction opportunities," Basu said.  "Ongoing
recovery steadily produces lower vacancy rates, higher rents, and
more comfortable lenders.  However, growth also results in higher
interest rates and ABC believes this factor will begin to serve as
a more meaningful speed governor in late 2014 or in 2015."

Associated Builders and Contractors (ABC) -- http://www.abc.org--
is a national trade association representing 22,000 members from
more than 19,000 construction and industry-related firms.  Founded
on the merit shop philosophy, ABC and its 70 chapters help members
develop people, win work and deliver that work safely, ethically,
profitably and for the betterment of the communities in which ABC
and its members work.


* Fed Target Rate Could Stay Low After Unemployment Drops
---------------------------------------------------------
Jeff Kearns & Joshua Zumbrun, writing for Bloomberg News, reported
that Federal Reserve Chairman Ben S. Bernanke said the Fed will
probably hold down its target interest rate long after ending $85
billion in monthly bond buying, and possibly after unemployment
falls below 6.5 percent.

"The target for the federal funds rate is likely to remain near
zero for a considerable time after the asset purchases end,
perhaps well after" the jobless rate breaches the Fed's 6.5
percent threshold, Bernanke said on Nov. 20 in a speech to
economists in Washington, the report cited.  A "preponderance of
data" will be needed to begin removing accommodation, he said.

In deciding when to wind down open-ended purchases of bonds, Fed
officials are weighing both the "cumulative progress" since they
began the program in September 2012 as well as "the prospect for
continued gains," Bernanke said, the report further cited. The
labor market has shown "meaningful improvement" since the start of
the program.

According to the report, policy makers are debating how to slow
the pace of asset purchases without causing a surge in interest
rates that could jeopardize the more than four-year economic
expansion. Central bankers have sought to convince investors that
tapering bond purchases wouldn't signal that an increase in the
benchmark interest rate is any closer.

In response to audience questions, Bernanke said markets are doing
a better job "differentiating" between the Fed's plans to hold
interest rates low even after it begins to slow bond purchases,
the report added.


* National Credit Default Rates Remain Stable in October 2013
-------------------------------------------------------------
Data through October 2013, released on Nov. 19 by S&P Dow Jones
Indices and Experian for the S&P/Experian Consumer Credit Default
Indices, a comprehensive measure of changes in consumer credit
defaults, showed stability in national default rates during the
month.  The national composite was 1.38% in October; it showed no
change since September.  The first mortgage default rate was 1.30%
this month, marginally up from 1.28% posted last month.  The
second mortgage posted 0.72% in October, slightly up from 0.69%
September rate.  The auto loan default rate was 1.14% in October,
marginally down from a 1.15% posted in the previous month.  The
bank card rate posted 2.97% in October; down from 3.14% September
rate.

"Consumer financial well-being is in a good shape," says David M.
Blitzer, Managing Director and Chairman of the Index Committee for
S&P Dow Jones Indices.  "The indices remain at pre-financial
crisis levels and are stable.  The national composite remained
flat since September at 1.38%.The first and second mortgages were
a few basis points up in October; they posted 1.30% and 0.72%.
Auto loan default rate was 1.14%, one basis point lower than in
September.  Bank card default rate reached a new low of 2.97%; for
the first time in the history of the index it was below 3%.  The
Composite, first mortgage and bank card default rates remain below
their respective levels a year ago.

"Three cities -- Chicago, Los Angeles and New York -- saw default
rate decreases.  Los Angeles posted a recent low of 1.25%. Miami
remained flat.  Dallas posted a default rate increase. All cities
except Miami posted rates below 2%. Miami has a highest rate among
the five cities we cover (2.11%) and Los Angeles -- the lowest
(1.25%).  Four cities -- Chicago, Los Angeles, Miami and New York
-- remain below default rates they posted a year ago, in October
2012."

The table below summarizes the October 2013 results for the
S&P/Experian Credit Default Indices.  These data are not
seasonally adjusted and are not subject to revision.

        S&P/Experian Consumer Credit Default Indices
        National Indices
        Index           October 2013  September 2013 October 2012
                        Index Level   Index Level    Index Level
        Composite       1.38          1.38           1.55
        First Mortgage  1.30          1.28           1.47
        Second Mortgage 0.72          0.69           0.65
        Bank Card       2.97          3.14           3.68
        Auto Loans      1.14          1.15           1.14
        Source: S&P/Experian Consumer Credit Default Indices
        Data through October 2013

The table below provides the S&P/Experian Consumer Default
Composite Indices for the five MSAs:

        Metropolitan     October 2013  September 2013 October 2012
        Statistical Area Index Level   Index Level    Index Level
        New York         1.27          1.38           1.35
        Chicago          1.66          1.77           1.78
        Dallas           1.35          1.23           1.26
        Los Angeles      1.25          1.38           1.44
        Miami            2.11          2.11           2.44
        Source: S&P/Experian Consumer Credit Default Indices
        Data through October 2013

                   About S&P Dow Jones Indices

S&P Dow Jones Indices LLC -- http://www.spdji.com-- is a part of
McGraw Hill Financial.  It is the world's largest, global resource
for index-based concepts, data and research.  Home to iconic
financial market indicators, such as the S&P 500(R) and the Dow
Jones Industrial Average(TM), S&P Dow Jones Indices LLC has over
115 years of experience constructing innovative and transparent
solutions that fulfill the needs of investors.  More assets are
invested in products based upon our indices than any other
provider in the world.  With over 830,000 indices covering a wide
range of asset classes across the globe, S&P Dow Jones Indices LLC
defines the way investors measure and trade the markets.

                           About Experian

Experian -- http://www.experianplc.com-- is a global information
services company, providing data and analytical tools to clients
around the world.  The Group helps businesses to manage credit
risk, prevent fraud, target marketing offers and automate decision
making.  Experian also helps individuals to check their credit
report and credit score, and protect against identity theft.

Experian plc is listed on the London Stock Exchange (EXPN) and is
a constituent of the FTSE 100 index.  Total revenue for the year
ended March 31, 2013 was US$4.7 billion.  Experian employs
approximately 17,000 people in 40 countries and has its corporate
headquarters in Dublin, Ireland, with operational headquarters in
Nottingham, UK; California, US; and Sao Paulo, Brazil.


* Retail Sector Credit Health Falls Below National Levels
---------------------------------------------------------
Experian(R), the leading global information services company, on
Nov. 19 disclosed that businesses in the retail sector had an
average risk score* of 51.05 in Q3 2013, which is 12.7 percent
lower than the national average.** In its quarterly Metro Business
Pulse analysis, Experian looked at several key indicators of
business health for the retail sector to better understand how
these businesses are poised to handle the oncoming holiday season.

Findings from the analysis showed that, in addition to risk score,
retail businesses scored below national averages in paying their
bills beyond contracted terms (almost one day later), percentage
of delinquent debt (with 9.2 percent more delinquent dollars) and
bankruptcy rates (with 55.8 percent more retail businesses
declaring bankruptcy than in other industries).

"With big shopping days like Black Friday, Small Business Saturday
and Cyber Monday right around the corner, retail stores will look
to ensure they have adequate resources available to take full
advantage of the holiday rush," said Joel Pruis, Experian's senior
business consultant.  "During this time, it is also important for
lenders and other companies to understand how these businesses are
performing in terms of meeting financial obligations.  While the
retail industry typically expands inventories going into the
fourth quarter to support its most important sales period, the
decline in business health emphasizes the need to manage payment
behaviors.  The key to continued credit availability is
maintaining timely payments and appropriate management of
balances."

As part of the analysis, Experian also examined how retail
industry businesses were performing at a metropolitan level.  In
terms of risk score, retail businesses in Honolulu had the highest
score at 58.71, 15 percent higher than the industry's national
average.  The remaining metro areas in the top five for risk score
include Portland, Ore. (56.01); Pittsburgh (55.77); Tacoma, Wash.
(55.52); and Fort Worth, Texas (55.30).  Conversely, metro areas
in Florida made up three of the bottom areas in terms of risk
score for the quarter.  Miami-area businesses had the lowest
commercial risk score at 38.27, followed by Fort Lauderdale, Fla.
(41.17); West Palm Beach, Fla. (43.74); Memphis, Tenn. (44.47);
and Atlanta (44.69).


        Commercial risk score
        (Retail industry)
        Top five metro areas              Bottom five metro areas
1.   Honolulu          58.71      1.  Miami                 38.27
2.   Portland, Ore.    56.01      2.  Fort Lauderdale, Fla. 41.17
3.   Pittsburgh        55.77      3.  West Palm Beach, Fla. 43.74
4.   Tacoma, Wash.     55.52      4.  Memphis, Tenn.        44.47
5.   Fort Worth, Texas 55.30      5.  Atlanta               44.69

Regarding timely payments, findings from the Q3 analysis showed
that retail businesses in Milwaukee (3.34 days), paid their bills
the least number of days past due, approximately half the number
of days it took the rest of the industry (6.59 days).  Retail
businesses in San Francisco (3.41 days); Seattle (3.81 days);
Oklahoma City (3.83 days); and New York (3.97 days) were all in
the top five.  On the other side of the spectrum, Fort Myers,
Fla., retail businesses took the longest to pay their bills at
22.30 days past due.  The others in the bottom five included Las
Vegas (17.61 days); Orlando, Fla. (15.53 days); Chicago (11.83
days); and Miami (11.12 days).

        Days beyond contracted term
        (Retail industry)
        Top five metro areas          Bottom five metro areas
        1.   Milwaukee     3.34       1.   Fort Myers, Fla. 22.30
        2.   San Francisco 3.41       2.   Las Vegas        17.61
        3.   Seattle       3.81       3.   Orlando, Fla.    15.53
        4.   Oklahoma City 3.83       4.   Chicago          11.83
        5.   New York      3.97       5.   Miami            11.12

Regarding the percentage of delinquent debt, Salt Lake City area
businesses (1.05 percent) had the lowest percentage in the retail
industry in Q3, 92.5 percent lower than the industry's national
average (14.08 percent).  The other metro areas in the top five
included Baton Rouge, La. (1.45 percent); Houston (3.40 percent);
Tucson, Ariz. (4.03 percent); and Knoxville, Tenn. (4.05 percent).
Conversely, retail businesses in Fort Myers, Fla., had the most
delinquent debt in the quarter at 36.93 percent.  The other four
metro areas near the bottom of the list included Chicago (30.15
percent); Miami (30.04 percent); Cincinnati (29.08 percent); and
Philadelphia (28.16 percent).


        Percentage of delinquent dollars
        (Retail industry)
        Top five metro areas             Bottom five metro areas
1.   Salt Lake City   1.05%      1.   Fort Myers, Fla. 36.93%
2.   Baton Rouge, La. 1.45%      2.   Chicago          30.15%
3.   Houston          3.40%      3.   Miami            30.04%
4.   Tucson, Ariz.    4.03%      4.   Cincinnati       29.08%
5.   Knoxville, Tenn. 4.05%      5.   Philadelphia     28.16%

Finally, when looking at bankruptcy rates within the industry,
businesses in Baton Rouge, La., had the lowest rate, at 0.50
percent in Q3 2013, compared with the national average of 1.48
percent.  They were followed by Honolulu (0.58 percent); New
Orleans (0.63 percent); Nassau, N.Y. (0.64 percent); and Miami
(0.67 percent) to round out the top five.  Conversely, retail
businesses in major metropolitan areas in California had the three
highest bankruptcy rates in the industry, including Sacramento,
Calif. (3.75 percent); Riverside, Calif. (2.64 percent); and
Fresno, Calif. (2.56 percent).  The other two metro areas in the
bottom five were Albuquerque, N.M. (2.49 percent) and Syracuse,
N.Y. (2.42 percent).

        Bankruptcy rates
        (Retail industry)
        Top five metro areas              Bottom five metro areas

1.    Baton Rouge, La. 0.50%      1.   Sacramento, Calif. 3.75%
2.    Honolulu         0.58%      2.   Riverside, Calif.  2.64%
3.    New Orleans      0.63%      3.   Fresno, Calif.     2.56%
4.    Nassau, N.Y.     0.64%      4.   Albuquerque, N.M.  2.49%
5.    Miami            0.67%      5.   Syracuse, N.Y.     2.42%

Complete findings from the Q3 2013 Metro Business Pulse, including
detailed industry group analysis, will be presented in Experian's
Quarterly Business Credit Review Webinar on Dec. 10 at 11 a.m.
Pacific time/1 p.m. Central time/2 p.m. Eastern time.  If you
would like to attend the event, click here.

About Experian Business Information Services Experian Business
Information Services is a leader in providing data and predictive
insights to organizations, helping them mitigate risk and improve
profitability.  The company's business database provides
comprehensive, third-party-verified information on 99.9 percent of
all U.S. companies.  Experian provides market-leading tools that
assist clients of all sizes in making real-time decisions,
processing new applications, managing customer relationships and
collecting on delinquent accounts.

                          About Experian

Experian -- http://www.experianplc.com-- is a global information
services company, providing data and analytical tools to clients
around the world.  The Group helps businesses to manage credit
risk, prevent fraud, target marketing offers and automate decision
making. Experian also helps individuals to check their credit
report and credit score, and protect against identity theft.

Experian plc is listed on the London Stock Exchange (EXPN) and is
a constituent of the FTSE 100 index.  Total revenue for the year
ended March 31, 2013, was US$4.7 billion.  Experian employs
approximately 17,000 people in 40 countries and has its corporate
headquarters in Dublin, Ireland, with operational headquarters in
Nottingham, UK; California, US; and S?o Paulo, Brazil.

*Based on a scale of 1 to 100 (with 100 being least risky);
predicts the likelihood of severe delinquency (more than 91 days
past due) within the next 12 months**Based on all industries
within the top 25 percent of metropolitan statistical areas


* Forshey Prostok Listed as Top Small Firm in 2013 Super Lawyers
----------------------------------------------------------------
Specializing in bankruptcy and reorganization litigation, the
founding partners of Forshey Prostok have been selected for
inclusion in the 2013 Super Lawyers Business Edition.  Recognized
numerous times in the Texas Super Lawyers Magazine since 2003, J.
Robert "Bobby" Forshey and Jeff P. Prostok have now been listed in
the Business Edition's Business & Transactions section as the top
small firm in Texas that category.

The Business Edition features top attorneys chosen from a master
list of thousands of commercial practices across the United
States.  An annual resource that serves as the go-to guide for
general counsel and executives in charge of making legal hiring
decisions, the publication is read by more than 40,000 presidents
and CEOs of Fortune 1000 companies and in-house counsel.

In her Publisher's letter, Cindy Larson said, "the Annual Super
Lawyers Business Edition features the top attorneys in commercial
practices across the nation.  This definitive guide identifies
lawyers from more than 8,500 firms who have mastered their skills
in business and transactional work; construction, real estate and
environmental; employment; IP; and business litigation."

In addition to the recognition bestowed on Forshey Prostok by
Texas Super Lawyers, Jeff Prostok has also been selected by his
peers for inclusion in the 20th Edition of the The Best Lawyers in
America in the practice area of Bankruptcy and Creditor Debtor
Rights / Insolvency and Reorganization Law (Copyright 2013 by
Woodward/White, Inc., of Aiken, SC).

"It's an honor for two prominent publications such as Texas Super
Lawyers Business Edition and Best Lawyers to recognize the work we
do in bankruptcy and business transaction law practice,"
Mr. Prostok stated.  "While Forshey Prostok may not be the largest
bankruptcy law firm in the Southwest, we have a longstanding
reputation for providing creative and successful outcomes that
belie our size. The fact that our peers take notice of our work is
deeply appreciated."

                     About Forshey Prostok LLP

Forshey Prostok -- http://www.forsheyprostok.com-- has extensive
experience in all areas of bankruptcy law.  The firm's scope of
recent and ongoing representation includes business
reorganizations, enforcement of creditor's rights, leading
commercial and bankruptcy-related litigation, overseeing
creditor's committees, directing workouts and closing bankruptcy
acquisitions.


* Strategic Management Partners Celebrates 25 Years
---------------------------------------------------
Strategic Management Partners, Inc. is celebrating 25 years in the
business of turning around troubled client companies, advising
company board of directors, serving as an outside director, and
advising private equity investment and recovery.

Strategic Management Partners, Inc.: turnaround managers ready to
run troubled companies, recover assets from investments gone bad,
advise boards of directors and investors on company viability in
distressed situations and transition.  The company provides strong
interim and operational leadership, strategic planning, financial,
defense conversion, sales and marketing acumen developed building
organizations in large and small companies, including President of
public & private middle-market companies providing solutions to
Commercial, Federal, International markets.

Strategic Management Partners, Inc. said "When we enter an interim
CEO engagement we have three goals to accomplish: 1) Gain control
of a dire situation, stabilize work environment, establish
breakeven, and jump-start the company;  2) Establish a viable
plan, rebuild an enduring management team to implement that plan;
and  3) Hire our replacement.  We believe true company value comes
from a stable competent cohesive team of people resources
committed to company growth, profitability and prosperity.  We do
not build-up the number of consultants on engagements because when
they leave all of the value leaves with them.  Instead, we utilize
the client?s employees and take them to the next level.  We build
value into the company for the investors and all stakeholders."

John M. Collard, Chairman, Strategic Management Partners, Inc.,
Past Chairman, Turnaround Management Association, and Chairman,
Association of Interim Executives, said "We are proud of the work
that we have done and our many success stories.  Turnarounds are
like re-beginnings -- they must build teams, differentiate and
sell products and services, raise capital, and grow."  Mr. Collard
continued.  "I have witnessed many changes in the business of
turning around troubled companies in 25 years.  Today, while
Interim CEO engagements are important, there is a trend toward
adding advisors in the role of outside independent directors at
the company, or recovery fund experts in private equity fund
management.  The key is to recognize that there is trouble and
bring in leadership who can make a difference."

                         John M. Collard
John is a Certified Turnaround Professional (CTP), and a Certified
International Turnaround Manager (CITM), who brings 35 years
senior operating leadership, $85M asset and investment recovery,
45+ transactions worth $780M+, and $80M fund management expertise
to run troubled companies, run troubled portfolios and recovery
funds, serve on boards, advise company boards, litigators,
institutional and private equity investors, and raise capital.
John is Chairman of Strategic Management Partners, Inc. (410-263-
9100, in Annapolis, Maryland.  John is inducted into the
Turnaround Management, Restructuring, and Distressed Investing
Industry Hall Of Fame, Past Chairman of the Turnaround Management
Association (TMA), and Chairman of the Association of Interim
Executives (AIE).  John is a Founder of TMA.  John is winner of
Corporate Intl Magazine Global Award for Corporate Recovery
Specialist of the Year.  John was honored as Prince Georges
Business Leader of the Year.

Strategic Management Partners, Inc. --
http://www.StrategicMgtPartners.com-- is a turnaround management
firm specializing in interim management and executive CEO
leadership, asset and investment recovery, corporate renewal
governance, board and private equity advisory, raising money, and
investing in distressed underperforming troubled companies.  The
firm has been advisor to Presidents Bush (41 & 43), Clinton,
Reagan, and Yeltsin, World Bank, EBRD, Company Boards, and Equity
Capital Investors on leadership, governance, turnaround management
and equity investing.  SMP is celebrating 25 years of service to
its clients.  SMP was named Maryland's Small Business of the Year,
and received the Governor's Citation, Governor Martin J. O'Malley,
The State of Maryland as a special tribute to honor work in the
areas of turning around troubled companies and saving jobs in
Maryland.   Turnarounds & Workouts Magazine twice named SMP among
the 'Top Outstanding Turnaround Management Firms'.  American
Business Journals named SMP among the Most Active Turnaround
Management and Consulting Firms in Baltimore, Washington, and the
Mid-Atlantic Region.  Global M&A Network Turnaround Atlas Awards
named SMP as Boutique Turnaround Consulting Firm of the Year.  SMP
is winner of Corporate Intl Magazine Global Award for Interim
Management Specialist Firm of the Year. SMP is 2013 recipient of
the Turnaround Management Firm of the Year Award by Acquisition
Intl Magazine.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------
In re Kendall Wright
   Bankr. W.D. Ark. Case No. 13-73715
      Chapter 11 Petition filed November 5, 2013

In re Jose Vega
   Bankr. C.D. Cal. Case No. 13-36697
      Chapter 11 Petition filed November 5, 2013

In re Ilan Batikoff
   Bankr. S.D. Fla. Case No. 13-36727
      Chapter 11 Petition filed November 5, 2013

In re Elizabeth Porter
   Bankr. N.D. Ga. Case No. 13-74250
      Chapter 11 Petition filed November 5, 2013

In re Central Engineering & Construction Associates, Inc.
        dba Justice Equipment Service
   Bankr. S.D. Ind. Case No. 13-11739
     Chapter 11 Petition filed November 5, 2013
         See http://bankrupt.com/misc/insb13-11739.pdf
         represented by: David R. Krebs, Esq.
                         TUCKER, HESTER, BAKER & KREBS, LLC
                         E-mail: dkrebs@thbklaw.com

In re Vicki Hansen
   Bankr. N.D. Iowa Case No. 13-01844
      Chapter 11 Petition filed November 5, 2013

In re Kentlands Diner, LLC
        dba Star Diner
   Bankr. D. Md. Case No. 13-28787
     Chapter 11 Petition filed November 5, 2013
         See http://bankrupt.com/misc/mdb13-28787.pdf
         represented by: Merrill Cohen, Esq.
                         COHEN, BALDINGER & GREENFELD, LLC
                         E-mail: merrillc@cohenbaldinger.com

In re Charles Pappas
   Bankr. E.D. Mich. Case No. 13-60267
      Chapter 11 Petition filed November 5, 2013

In re KLV, LLC
   Bankr. D. Nev. Case No. 13-19350
     Chapter 11 Petition filed November 5, 2013
         See http://bankrupt.com/misc/nvb13-19350.pdf
         represented by: Richard McKnight, Esq.
                         THE MCKNIGHT LAW FIRM, PLLC
                         E-mail: rmcknight@lawlasvegas.com

In re B&M Land and Livestock, LLC
   Bankr. D. Nev. Case No. 13-52137
     Chapter 11 Petition filed November 5, 2013
         See http://bankrupt.com/misc/nvb13-52137.pdf
         represented by: Kevin A. Darby, Esq.
                         DARBY LAW PRACTICE, LTD.
                         E-mail: kevin@darbylawpractice.com

In re Roger Deli House Corp.
   Bankr. S.D.N.Y. Case No. 13-13641
     Chapter 11 Petition filed November 5, 2013
         See http://bankrupt.com/misc/nysb13-13641.pdf
         represented by: Julio E. Portilla, Esq.
                         LAW OFFICE OF JULIO E. PORTILLA, P.C.
                         E-mail: jp@julioportillalaw.com

In re Penguin Drive-In, LLC
   Bankr. W.D.N.C. Case No. 13-32353
     Chapter 11 Petition filed November 5, 2013
         See http://bankrupt.com/misc/ncwb13-32353.pdf
         represented by: Richard S. Wright, Esq.
                         MOON WRIGHT & HOUSTON, PLLC
                         E-mail: rwright@mwhattorneys.com

In re Penguin Holdings, Inc.
   Bankr. W.D.N.C. Case No. 13-32354
     Chapter 11 Petition filed November 5, 2013
         See http://bankrupt.com/misc/ncwb13-32354.pdf
         represented by: Richard S. Wright, Esq.
                         MOON WRIGHT & HOUSTON, PLLC
                         E-mail: rwright@mwhattorneys.com

In re Connpart, LLC
   Bankr. E.D. Pa. Case No. 13-19730
     Chapter 11 Petition filed November 5, 2013
         See http://bankrupt.com/misc/paeb13-19730.pdf
         represented by: Brian Joseph Smith, Esq.
                         BRIAN J. SMITH & ASSOCIATES, P.C.
                         E-mail: bsmith@lawbjs.com

In re La Huella Taina
   Bankr. D.P.R. Case No. 13-09266
      Chapter 11 Petition filed November 5, 2013

In re Saige Properties, Inc. a Colorado Corporation
   Bankr. N.D. Tex. Case No. 13-35787
     Chapter 11 Petition filed November 5, 2013
         See http://bankrupt.com/misc/txnb13-35787.pdf
         Filed as Pro Se

In re 7 M Hospitality, Inc.
   Bankr. N.D. Tex. Case No. 13-45133
     Chapter 11 Petition filed November 5, 2013
         See http://bankrupt.com/misc/txnb13-45133.pdf
         represented by: Eric A. Liepins, Esq.
                         ERIC A. LIEPINS, P.C.
                         E-mail: eric@ealpc.com

In re JMH Investments, Inc.
   Bankr. N.D. Tex. Case No. 13-45136
     Chapter 11 Petition filed November 5, 2013
         See http://bankrupt.com/misc/txnb13-45136.pdf
         represented by: Patrick David West, Esq.
                         PATRICK D. WEST LAW FIRM, P.C.
                         E-mail: bankruptcyattorney@sbcglobal.net

In re Fair Properties, L.C.
   Bankr. E.D. Va. Case No. 13-51765
     Chapter 11 Petition filed November 5, 2013
         See http://bankrupt.com/misc/vaeb13-51765.pdf
         represented by: Kelly Megan Barnhart, Esq.
                         ROUSSOS, LASSITER, GLANZER & BARNHART,
PLC
                         E-mail: barnhart@rlglegal.com
In re Ankur Investments, Inc.
   Bankr. E.D. Mich. Case No. 13-60545
     Chapter 11 Petition filed November 10, 2013
         See http://bankrupt.com/misc/mieb13-60545.pdf
         represented by: Elias Xenos, Esq.
                         THE XENOS LAW FIRM, PLC
                         E-mail: etx@XenosLawFirm.Com

In re Damini Enterprises, Inc.
   Bankr. E.D. Mich. Case No. 13-60548
     Chapter 11 Petition filed November 10, 2013
         See http://bankrupt.com/misc/mieb13-60548.pdf
         represented by: Elias Xenos, Esq.
                         THE XENOS LAW FIRM, PLC
                         E-mail: etx@XenosLawFirm.Com

In re NK Diamond Investment, Inc.
   Bankr. E.D. Mich. Case No. 13-60549
     Chapter 11 Petition filed November 10, 2013
         See http://bankrupt.com/misc/mieb13-60549.pdf
         represented by: Elias Xenos, Esq.
                         THE XENOS LAW FIRM, PLC
                         E-mail: etx@XenosLawFirm.Com

In re Shree Harihar Corp.
   Bankr. E.D. Mich. Case No. 13-60550
     Chapter 11 Petition filed November 10, 2013
         See http://bankrupt.com/misc/mieb13-60550.pdf
         represented by: Elias Xenos, Esq.
                         THE XENOS LAW FIRM, PLC
                         E-mail: etx@XenosLawFirm.Com

In re Sonda Enterprises, Inc.
   Bankr. E.D. Mich. Case No. 13-60551
     Chapter 11 Petition filed November 10, 2013
         See http://bankrupt.com/misc/mieb13-60551.pdf
         represented by: Elias Xenos, Esq.
                         THE XENOS LAW FIRM, PLC
                         E-mail: etx@XenosLawFirm.Com

In re Douglas Hazel
   Bankr. W.D. Mo. Case No. 13-44255
      Chapter 11 Petition filed November 10, 2013

In re Alpine Ski and Snowboard Rentals, Inc.
   Bankr. M.D. Pa. Case No. 13-05783
     Chapter 11 Petition filed November 10, 2013
         See http://bankrupt.com/misc/pamb13-05783.pdf
         represented by: Philip W. Stock, Esq.
                         LAW OFFICE OF PHILIP W. STOCK
                         E-mail: pwstock@ptd.net

In re Southern Grin, LLC
   Bankr. M.D. Tenn. Case No. 13-09778
     Chapter 11 Petition filed November 10, 2013
         See http://bankrupt.com/misc/tnmb13-09778.pdf
         represented by: Ben Hill Thomas, Esq.
                         BHT LAW, PLLC
                         E-mail: ben@benhthomaslaw.com
In re Amber Sun Investments, L.L.C.
   Bankr. D. Ariz. Case No. 13-19551
     Chapter 11 Petition filed November 11, 2013
         See http://bankrupt.com/misc/azb13-19551.pdf
         represented by: Kevin J. Rattay, Esq.
                         KEVIN J. RATTAY PLC
                         E-mail: kjr@rattaylaw.com

In re CPC Asphalt, LLC
   Bankr. D. Ariz. Case No. 13-19574
     Chapter 11 Petition filed November 11, 2013
         See http://bankrupt.com/misc/azb13-19574.pdf
         represented by: Brian W. Hendrickson, Esq.
                         THE HENDRICKSON LAW FIRM, PLLC
                         E-mail: bwh@hendricksonlaw.net

In re Maribel Seecharan
   Bankr. S.D. Fla. Case No. 13-37072
      Chapter 11 Petition filed November 11, 2013

In re Earth Green Landscaping & Maintenance, Inc.
   Bankr. N.D. Tex. Case No. 13-35866
     Chapter 11 Petition filed November 11, 2013
         See http://bankrupt.com/misc/txnb13-35866.pdf
         represented by: Eric A. Liepins, Esq.
                         ERIC A. LIEPINS, P.C.
                         E-mail: eric@ealpc.com

In re Silverline Security LLC
   Bankr. D. Utah. Case No. 13-32840
     Chapter 11 Petition filed November 11, 2013
         See http://bankrupt.com/misc/utb13-32840.pdf
         represented by: Matthew M. Boley, Esq.
                         PARSONS KINGHORN HARRIS, P.C.
                         E-mail: mmb@pkhlawyers.com
In re Grant County Excavation, Inc.
   Bankr. D. Ariz. Case No. 13-19613
     Chapter 11 Petition filed November 12, 2013
         See http://bankrupt.com/misc/azb13-19613.pdf
         represented by: Eric Ollason, Esq.
                         E-mail: eollason@182court.com

In re Roberto Lopez
   Bankr. N.D. Cal. Case No. 13-12073
      Chapter 11 Petition filed November 12, 2013

In re William McGuigan
   Bankr. N.D. Cal. Case No. 13-32451
      Chapter 11 Petition filed November 12, 2013

In re MCJ, LLC
   Bankr. D. Conn. Case No. 13-51779
     Chapter 11 Petition filed November 12, 2013
         See http://bankrupt.com/misc/ctb13-51779.pdf
         represented by: Irve J. Goldman, Esq.
                         PULLMAN & COMLEY
                         E-mail: igoldman@pullcom.com

In re Global Aviation Holdings, Inc.
   Bankr. D. Del. Case No. 13-12945
      Chapter 11 Petition filed November 12, 2013

In re New ATA Investment, Inc.
   Bankr. D. Del. Case No. 13-12946
     Chapter 11 Petition filed November 12, 2013
         See http://bankrupt.com/misc/deb13-12946.pdf
         represented by: Christopher A. Ward, Esq.
                         POLSINELLI, P.C.
                         E-mail: cward@polsinelli.com

In re New ATA Acquisition Inc.
   Bankr. D. Del. Case No. 13-12947
     Chapter 11 Petition filed November 12, 2013
         See http://bankrupt.com/misc/deb13-12947.pdf
         represented by: Christopher A. Ward, Esq.
                         POLSINELLI, P.C.
                         E-mail: cward@polsinelli.com

In re World Air Holdings, Inc.
   Bankr. D. Del. Case No. 13-12948
      Chapter 11 Petition filed November 12, 2013

In re World Airways, Inc.
   Bankr. D. Del. Case No. 13-12949
      Chapter 11 Petition filed November 12, 2013

In re North American Airlines, Inc.
   Bankr. D. Del. Case No. 13-12950
      Chapter 11 Petition filed November 12, 2013

In re Global Shared Services, Inc.
   Bankr. D. Del. Case No. 13-12951
      Chapter 11 Petition filed November 12, 2013

In re Keyboat, LLC
   Bankr. D. D.C. Case No. 13-00709
     Chapter 11 Petition filed November 12, 2013
         See http://bankrupt.com/misc/dcb13-00709.pdf
         represented by: Jeffrey M. Sherman, Esq.
                         LAW OFFICES OF JEFFREY M. SHERMAN
                         E-mail: jeffreymsherman@gmail.com

In re Woodrow Sharkey
   Bankr. M.D. Fla. Case No. 13-06711
      Chapter 11 Petition filed November 12, 2013

In re Maritza Nieves
   Bankr. S.D. Fla. Case No. 13-37168
      Chapter 11 Petition filed November 12, 2013

In re The Global Marketing Network, Inc.
        dba The Global Network
   Bankr. N.D. Ga. Case No. 13-74763
     Chapter 11 Petition filed November 12, 2013
         See http://bankrupt.com/misc/ganb13-74763.pdf
         represented by: Ian M. Falcone, Esq.
                         THE FALCONE LAW FIRM, P.C.
                         E-mail: attorneys@falconefirm.com

In re Sam Callas
   Bankr. N.D. Ill. Case No. 13-43900
      Chapter 11 Petition filed November 12, 2013

In re Dekovia Livingston
        dba C U Latte Cafe
   Bankr. N.D. Ill. Case No. 13-43912
     Chapter 11 Petition filed November 12, 2013
         See http://bankrupt.com/misc/ilnb13-43912.pdf
         Filed as Pro Se

In re Antonios Gountanis
   Bankr. N.D. Ill. Case No. 13-43998
      Chapter 11 Petition filed November 12, 2013

In re Sandy Mitich
   Bankr. N.D. Ill. Case No. 13-44024
      Chapter 11 Petition filed November 12, 2013

In re Beverly Cannon
   Bankr. N.D. Ill. Case No. 13-44030
      Chapter 11 Petition filed November 12, 2013

In re Halal Meat Rt. 40 Baltimore, Inc.
   Bankr. D. Md. Case No. 13-29102
     Chapter 11 Petition filed November 12, 2013
         See http://bankrupt.com/misc/mdb13-29102.pdf
         represented by: Taiwo A. Agbaje, Esq.
                         AGBAJE LAW FIRM, P.C.
                         E-mail: agbajelaw1@aol.com

In re Safina Mbazira
   Bankr. D. Mass. Case No. 13-16586
      Chapter 11 Petition filed November 12, 2013

In re Edith Martinez-Contreras
   Bankr. D. Nev. Case No. 13-19471
      Chapter 11 Petition filed November 12, 2013

In re Aaabeduation Bail Bonds, Inc.
        dba Boomers Bail Bonds
   Bankr. D. Nev. Case No. 13-19497
     Chapter 11 Petition filed November 12, 2013
         See http://bankrupt.com/misc/nvb13-19497.pdf
         Filed as Pro Se

In re Viet Hai Ngoai Television Corporation
        dba VHN-TV
   Bankr. D. Nev. Case No. 13-19498
     Chapter 11 Petition filed November 12, 2013
         See http://bankrupt.com/misc/nvb13-19498.pdf
         represented by: Damon K. Dias, Esq.
                         DIAS LAW GROUP, LTD.
                         E-mail: ddias@diaslawgroup.com

In re Hong Pak
   Bankr. D.N.J. Case No. 13-34724
      Chapter 11 Petition filed November 12, 2013

In re Route 9 Garden Center, Inc.
   Bankr. D.N.J. Case No. 13-34762
     Chapter 11 Petition filed November 12, 2013
         See http://bankrupt.com/misc/njb13-34762.pdf
         represented by: Eugene D. Roth, Esq.
                         LAW OFFICE OF EUGENE D. ROTH
                         E-mail: erothesq@gmail.com

In re Roman Catholic Church of the Diocese of Gallup, a New Mexico
      corporation sole
   Bankr. D. N.M. Case No. 13-13676
     Chapter 11 Petition filed November 12, 2013
         See http://bankrupt.com/misc/nmb13-13676.pdf
         represented by: Susan Gayle Boswell, Esq.
                         QUARLES & BRADY, LLP
                         E-mail: susan.boswell@quarles.com

In re Bishop of the Roman Catholic Church of the Diocese of
Gallup, an
      Arizona corporation sole
   Bankr. D. N.M. Case No. 13-13677
     Chapter 11 Petition filed November 12, 2013
         See http://bankrupt.com/misc/nmb13-13677.pdf
         represented by: Susan Gayle Boswell, Esq.
                         QUARLES & BRADY, LLP
                         E-mail: susan.boswell@quarles.com

In re NJJPC Corp.
   Bankr. S.D.N.Y. Case No. 13-37470
     Chapter 11 Petition filed November 12, 2013
         See http://bankrupt.com/misc/nysb13-37470.pdf
         represented by: Raymond P. Raiche, Esq.
                         BLUSTEIN SHAPIRO RICH & BARONE, LLP
                         E-mail: rraiche@mid-hudsonlaw.com

In re Prizm Environmental, Inc.
   Bankr. S.D. Tex. Case No. 13-37031
     Chapter 11 Petition filed November 12, 2013
         See http://bankrupt.com/misc/txsb13-37031.pdf
         represented by: Margaret Maxwell McClure, Esq.
                         LAW OFFICE OF MARGARET M. MCCLURE
                         E-mail: margaret@mmmcclurelaw.com
In re Michael Camerlingo
   Bankr. C.D. Cal. Case No. 13-37289
      Chapter 11 Petition filed November 13, 2013

In re Andrew Concoff
   Bankr. C.D. Cal. Case No. 13-37328
      Chapter 11 Petition filed November 13, 2013

In re Alfredo Palacios
   Bankr. C.D. Cal. Case No. 13-37331
      Chapter 11 Petition filed November 13, 2013

In re EnlighTea Cafe, Inc.
   Bankr. S.D. Cal. Case No. 13-11043
     Chapter 11 Petition filed November 13, 2013
         See http://bankrupt.com/misc/casb13-11043.pdf
         represented by: Thomas B. Gorrill, Esq.
                         LAW OFFICE OF THOMAS B. GORRILL
                         E-mail: tgorrill@gorillalaw.com

In re James Kelley
   Bankr. D. Colo. Case No. 13-28933
      Chapter 11 Petition filed November 13, 2013

In re John McCarthy
   Bankr. M.D. Fla. Case No. 13-06774
      Chapter 11 Petition filed November 13, 2013

In re Norman Pollack
   Bankr. S.D. Fla. Case No. 13-37298
      Chapter 11 Petition filed November 13, 2013

In re Sunrise Towne Preferred Condominium, Inc.
   Bankr. S.D. Fla. Case No. 13-37318
     Chapter 11 Petition filed November 13, 2013
         See http://bankrupt.com/misc/flsb13-37318.pdf
         represented by: Gian C. Ratnapala, Esq.
                         PEYTONBOLIN, PL
                         E-mail: gian@peytonbolin.com

In re Industrial Mechanical Contractors of Illinois
   Bankr. N.D. Ill. Case No. 13-83852
     Chapter 11 Petition filed November 13, 2013
         See http://bankrupt.com/misc/ilnb13-83852.pdf
         represented by: Debra J. Vorhies Levine, Esq.
                         DVL LAW OFFICES, LLC
                         E-mail: debra.levine@dvllawoffices.com

In re THT, LLC
   Bankr. N.D. Ind. Case No. 13-24052
     Chapter 11 Petition filed November 13, 2013
         See http://bankrupt.com/misc/innb13-24052.pdf
         represented by: Catherine Molnar-Boncela, Esq.
                         GORDON E. GOUVEIA & ASSOCIATES
                         E-mail: geglaw@gouveia.comcastbiz.net

In re Hacienda Del Sol, Inc.
   Bankr. D. Minn. Case No. 13-50971
     Chapter 11 Petition filed November 13, 2013
         See http://bankrupt.com/misc/mnb13-50971.pdf
         represented by: John F. Hedtke, Esq.
                         HEDTKE LAW OFFICE
                         E-mail: john@hedtkelaw.com

In re Ernest Ionno
   Bankr. D. Nev. Case No. 13-52195
      Chapter 11 Petition filed November 13, 2013

In re David Clements
   Bankr. D. Nev. Case No. 13-52196
      Chapter 11 Petition filed November 13, 2013

In re The American Flag Company, Inc.
   Bankr. D.N.J. Case No. 13-34867
     Chapter 11 Petition filed November 13, 2013
         See http://bankrupt.com/misc/njb13-34867.pdf
         represented by: Karen E. Bezner, Esq.
                         E-mail: Kbez@bellatlantic.net

In re Retrospettiva, Inc.
   Bankr. S.D.N.Y. Case No. 13-13698
     Chapter 11 Petition filed November 13, 2013
         See http://bankrupt.com/misc/nysb13-13698.pdf
         Filed as Pro Se

In re Wanda Brooks
   Bankr. W.D.N.C. Case No. 13-10730
      Chapter 11 Petition filed November 13, 2013

In re David Acor
   Bankr. W.D. Tenn. Case No. 13-13067
      Chapter 11 Petition filed November 13, 2013

In re Mark Beaver
   Bankr. S.D. Tex. Case No. 13-37045
      Chapter 11 Petition filed November 13, 2013

In re William Wickens
   Bankr. E.D. Va. Case No. 13-15103
      Chapter 11 Petition filed November 13, 2013

In re Trago Olympia LLC Trago Olympia
   Bankr. W.D. Wash. Case No. 13-47069
     Chapter 11 Petition filed November 13, 2013
         See http://bankrupt.com/misc/wawb13-47069.pdf
         represented by: Jason E. Anderson, Esq.
                         LAW OFFICE OF JASON E. ANDERSON
                         E-mail: jason@jasonandersonlaw.com
In re Brenda's Rentals, LLC
   Bankr. N.D. Ala. Case No. 13-72305
     Chapter 11 Petition filed November 14, 2013
         See http://bankrupt.com/misc/alnb13-72305.pdf
         represented by: Mary Lane L. Falkner, Esq.
                         LEWIS, SMYTH & WINTER, P.C.
                         E-mail: marylane@lswattorneys.com

In re Jerry's Enterprises, Inc.
   Bankr. N.D. Ala. Case No. 13-72306
     Chapter 11 Petition filed November 14, 2013
         See http://bankrupt.com/misc/alnb13-72306.pdf
         represented by: Mary Lane L. Falkner, Esq.
                         LEWIS, SMYTH & WINTER, P.C.
                         E-mail: marylane@lswattorneys.com

In re Jerry Griffin
   Bankr. N.D. Ala. Case No. 13-72307
      Chapter 11 Petition filed November 14, 2013

In re Hodge's Chapel, LLC
   Bankr. S.D. Ala. Case No. 13-04034
     Chapter 11 Petition filed November 14, 2013
         See http://bankrupt.com/misc/alsb13-04034.pdf
         represented by: Michael B. Smith
                         E-mail: smi067@aol.com

In re Donald S. Ryals
   Bankr. S.D. Ala. Case No. 13-04036
      Chapter 11 Petition filed November 14, 2013

In re Mary Carroll
   Bankr. D. Ariz. Case No. 13-19824
      Chapter 11 Petition filed November 14, 2013

In re Hassan Ahmadi
   Bankr. N.D. Cal. Case No. 13-55989
      Chapter 11 Petition filed November 14, 2013

In re TJP, Inc.
        dba Black Fox Lounge
   Bankr. D. D.C. Case No. 13-00717
     Chapter 11 Petition filed November 14, 2013
         See http://bankrupt.com/misc/dcb13-00717.pdf
         represented by: Ely Hurwitz, Esq.
                         LAW OFFICES OF ELY HURWITZ

In re Allan Foster
   Bankr. S.D. Fla. Case No. 13-37370
      Chapter 11 Petition filed November 14, 2013

In re South Florida Oil Group, Inc.
        dba Mobil 1 Lube Express
   Bankr. S.D. Fla. Case No. 13-37390
     Chapter 11 Petition filed November 14, 2013
         See http://bankrupt.com/misc/flsb13-37390.pdf
         represented by: Scott Alan Orth, Esq.
                         LAW OFFICES OF SCOTT ALAN ORTH, P.A.
                         E-mail: orthlaw@bellsouth.net

In re Andrew Seiden
   Bankr. S.D. Fla. Case No. 13-37414
      Chapter 11 Petition filed November 14, 2013

In re Peter Rood
   Bankr. S.D. Fla. Case No. 13-37419
      Chapter 11 Petition filed November 14, 2013

In re Raymon Nelson
   Bankr. D. Md. Case No. 13-29248
      Chapter 11 Petition filed November 14, 2013

In re Pelo Corporation
   Bankr. D.N.J. Case No. 13-34952
     Chapter 11 Petition filed November 14, 2013
         See http://bankrupt.com/misc/njb13-34952.pdf
         represented by: Barry W. Frost, Esq.
                         TEICH GROH
                         E-mail: bfrost@teichgroh.com

In re Olep Corporation, Inc.
   Bankr. D.N.J. Case No. 13-34953
     Chapter 11 Petition filed November 14, 2013
         See http://bankrupt.com/misc/njb13-34953.pdf
         represented by: Barry W. Frost, Esq.
                         TEICH GROH
                         E-mail: bfrost@teichgroh.com

In re Shoenique, Inc.
   Bankr. E.D.N.Y. Case No. 13-46831
     Chapter 11 Petition filed November 14, 2013
         See http://bankrupt.com/misc/nyeb13-46831.pdf
         Filed as Pro Se

In re GMG Capital Investments, LLC
   Bankr. S.D.N.Y. Case No. 13-13701
     Chapter 11 Petition filed November 14, 2013
         See http://bankrupt.com/misc/nysb13-13701.pdf
         represented by: Michael S. Fox, Esq.
                         OLSHAN FROME WOLOSKY, LLP
                         E-mail: mfox@olshanlaw.com

In re GMS Capital Partners II, L.P.
   Bankr. S.D.N.Y. Case No. 13-13702
     Chapter 11 Petition filed November 14, 2013
         See http://bankrupt.com/misc/nysb13-13702.pdf
         represented by: Michael S. Fox, Esq.
                         OLSHAN FROME WOLOSKY, LLP
                         E-mail: mfox@olshanlaw.com

In re Cocina Selecta Inc.
   Bankr. D.P.R. Case No. 13-09501
     Chapter 11 Petition filed November 14, 2013
         See http://bankrupt.com/misc/prb13-09501.pdf
         represented by: Gloria M. Justiniano Irizarry, Esq.
                         JUSTINIANO'S LAW OFFICE
                         E-mail: gloriae55amg@yahoo.com

In re Jamie Shawn Bohna
   Bankr. M.D. Tenn. Case No. 13-9907
      Chapter 11 Petition filed November 14, 2013

In re Kevin Cashman
   Bankr. N.D. Tex. Case No. 13-50319
      Chapter 11 Petition filed November 14, 2013

In re Konil Hwang
   Bankr. W.D. Wash. Case No. 13-20022
      Chapter 11 Petition filed November 14, 2013
In re Massoud Tayyar
   Bankr. C.D. Cal. Case No. 13-37454
      Chapter 11 Petition filed November 15, 2013

In re Freddie Pagatpatan
   Bankr. C.D. Cal. Case No. 13-37477
      Chapter 11 Petition filed November 15, 2013

In re Jamshid Sazegar
   Bankr. C.D. Cal. Case No. 13-37504
      Chapter 11 Petition filed November 15, 2013

In re IPD Holdings Group, LLC
        fdba Innovative Product Development, LLC
        dba Vitachef
   Bankr. M.D. Fla. Case No. 13-06838
     Chapter 11 Petition filed November 15, 2013
         See http://bankrupt.com/misc/flmb13-06838.pdf
         represented by: Jason A. Burgess, Esq.
                         THE LAW OFFICES OF JASON A. BURGESS, LLC
                         E-mail: jason@jasonaburgess.com

In re The Sanibel Diamond Store, LLC
   Bankr. M.D. Fla. Case No. 13-15195
     Chapter 11 Petition filed November 15, 2013
         See http://bankrupt.com/misc/flmb13-15195.pdf
         represented by: Joseph Trunkett, Esq.
                         THE TRUNKETT LAW GROUP, LLC
                         E-mail: jtrunkettecf@gmail.com

In re Hotline Sales Corp.
   Bankr. N.D. Ill. Case No. 13-44461
     Chapter 11 Petition filed November 15, 2013
         See http://bankrupt.com/misc/ilnb13-44461.pdf
         represented by: Ben L. Schneider, Esq.
                         SCHNEIDER & STONE
                         E-mail: ben@windycitylawgroup.com

In re William McCrea
   Bankr. W.D. Mo. Case No. 13-50733
      Chapter 11 Petition filed November 15, 2013

In re Rutilio Rodriguez
   Bankr. D. Nev. Case No. 13-19677
      Chapter 11 Petition filed November 15, 2013

In re ARA Nevada, LLC
   Bankr. D. Nev. Case No. 13-19693
     Chapter 11 Petition filed November 15, 2013
         See http://bankrupt.com/misc/nvb13-19693.pdf
         represented by: Andras F. Babero, Esq.
                         BLACK & LOBELLO
                         E-mail: ababero@blacklobellolaw.com

In re The Magic Flute, LLC
        dba Magic Flute Child
   Bankr. D. N.H. Case No. 13-12784
     Chapter 11 Petition filed November 15, 2013
         See http://bankrupt.com/misc/nhb13-12784.pdf
         represented by: Steven M. Notinger, Esq.
                         CLEVELAND WATERS AND BASS
                         E-mail: notingers@cwbpa.com

In re Supreme Meat Market & Produce Warehouse
   Bankr. S.D.N.Y. Case No. 13-13718
     Chapter 11 Petition filed November 15, 2013
         See http://bankrupt.com/misc/nysb13-13718.pdf
         represented by: Nestor Rosado, Esq.
                         E-mail: neslaw2@msn.com

In re Annette Bingaman
   Bankr. S.D.N.Y. Case No. 13-23884
      Chapter 11 Petition filed November 15, 2013

In re LCRS, Inc.
   Bankr. M.D.N.C. Case No. 13-51421
     Chapter 11 Petition filed November 15, 2013
         See http://bankrupt.com/misc/ncmb13-51421.pdf
         represented by: William Edward West, Jr., Esq.
                         WEST LAW FIRM
                         E-mail: davelaw@bellsouth.net

In re Kasib Huffman
   Bankr. E.D. Pa. Case No. 13-20024
      Chapter 11 Petition filed November 15, 2013

In re Wayne Huffman
   Bankr. E.D. Pa. Case No. 13-20030
      Chapter 11 Petition filed November 15, 2013

In re C&S Transmissions, Inc.
   Bankr. E.D. Pa. Case No. 13-20033
     Chapter 11 Petition filed November 15, 2013
         See http://bankrupt.com/misc/paeb13-20033.pdf
         represented by: Dimitri L. Karapelou, Esq.
                         LAW OFFICES OF DIMITRI L. KARAPELOU, LLC
                         E-mail: dkarapelou@karapeloulaw.com

In re Charles Hackett
   Bankr. W.D. Pa. Case No. 13-24830
      Chapter 11 Petition filed November 15, 2013

In re Carolyn Matlak
   Bankr. W.D. Pa. Case No. 13-24833
      Chapter 11 Petition filed November 15, 2013

In re Liza Mo Caribbean Corp.
   Bankr. D.P.R. Case No. 13-09526
     Chapter 11 Petition filed November 15, 2013
         See http://bankrupt.com/misc/prb13-09526.pdf
         represented by: Christian Alcala, Esq.
                         FRIEDNMAN & FEIGER, LLC
                         E-mail: calcala@alcalaassociatespr.com

In re Rosie's of RH, LLC, a Colorado Corporation
        dba David's Steak and Spirits
   Bankr. D. S.C. Case No. 13-06856
     Chapter 11 Petition filed November 15, 2013
         See http://bankrupt.com/misc/scb13-06856.pdf
         represented by: Lemuel Showell Blades, IV, Esq.
                         Email: showell@showellblades.com

In re George Morrison
   Bankr. S.D. Tex. Case No. 13-37097
      Chapter 11 Petition filed November 15, 2013
In re Martha Fernandez
   Bankr. C.D. Cal. Case No. 13-19369
      Chapter 11 Petition filed November 17, 2013

In re Victoria Group, Inc.
   Bankr. N.D. Ill. Case No. 13-44611
     Chapter 11 Petition filed November 17, 2013
         See http://bankrupt.com/misc/ilnb13-44611.pdf
         represented by: Keevan D. Morgan, Esq.
                         MORGAN & BLEY, LTD.
                         E-mail: kmorgan@morganandbleylimited.com

In re Isidoro Roffe Cohen
   Bankr. D.P.R. Case No. 13-09590
      Chapter 11 Petition filed November 17, 2013
In re Gregory Nickel
   Bankr. C.D. Cal. Case No. 13-19370
      Chapter 11 Petition filed November 18, 2013

In re Prime Partners Medical Group, Inc.
        aka Donald Woo Lee, MD, Inc.
   Bankr. C.D. Cal. Case No. 13-19404
     Chapter 11 Petition filed November 18, 2013
         See http://bankrupt.com/misc/cacb13-19404.pdf
         represented by: Michael R. Totaro, Esq.
                         TOTARO & SHANAHAN
                         E-mail: tsecfpacer@aol.com

In re Sonia Gonzalez
   Bankr. C.D. Cal. Case No. 13-28751
      Chapter 11 Petition filed November 18, 2013

In re J & & Capital Management
   Bankr. C.D. Cal. Case No. 13-37641
     Chapter 11 Petition filed November 18, 2013
         See http://bankrupt.com/misc/cacb13-37641.pdf
         Filed as Pro Se

In re Corto Investors, LLC
   Bankr. S.D. Cal. Case No. 13-11162
     Chapter 11 Petition filed November 18, 2013
         See http://bankrupt.com/misc/casb13-11162.pdf
         represented by: James Mortensen, Esq.
                         SOCAL LAW GROUP, P.C.
                         E-mail: pimmsno1@aol.com

In re Juan Vargas, Inc.
   Bankr. W.D. La. Case No. 13-21069
     Chapter 11 Petition filed November 18, 2013
         See http://bankrupt.com/misc/lawb13-21069.pdf
         represented by: Wade N. Kelly, Esq.
                         LAW OFFICE OF CHRISTIAN D. CHESSON
                         E-mail: wnkellylaw@yahoo.com

In re Star Enterprises, Inc. t/a Metro Specialty Food Service
   Bankr. D. Md. Case No. 13-29435
     Chapter 11 Petition filed November 18, 2013
         See http://bankrupt.com/misc/mdb13-29435.pdf
         represented by: Dusic Kwak, Esq.
                         LAW OFFICE OF DUSIC KWAK
                         E-mail: annandalelawfirm@gmail.com

In re SE Cellular LLC
   Bankr. E.D. Mich. Case No. 13-22949
     Chapter 11 Petition filed November 18, 2013
         See http://bankrupt.com/misc/mieb13-22949.pdf
         represented by: Rozanne M. Giunta, Esq.
                         LAMBERT LESER
                         E-mail: rmgiunta@lambertleser.com

In re New Paradigm Realty, Inc.
   Bankr. D. Nebr. Case No. 13-42132
     Chapter 11 Petition filed November 18, 2013
         See http://bankrupt.com/misc/neb13-42132.pdf
         represented by: John C. Hahn, Esq.
                         JEFFREY, HAHN, HEMMERLING & ZIMMERMAN
                         E-mail: bankruptcy@jhhz.net

In re Gwendolyne Pack
   Bankr. D. Nev. Case No. 13-19702
      Chapter 11 Petition filed November 18, 2013

In re Pjeter Realty, Inc.
   Bankr. S.D.N.Y. Case No. 13-23894
     Chapter 11 Petition filed November 18, 2013
         See http://bankrupt.com/misc/nysb13-23894.pdf
         represented by: Anne J. Penachio, Esq.
                         PENACHIO MALARA, LLP
                         E-mail: apenachio@pmlawllp.com

In re William Henderson
   Bankr. E.D.N.C. Case No. 13-07185
      Chapter 11 Petition filed November 18, 2013

In re James Morris
   Bankr. N.D. Tex. Case No. 13-35971
      Chapter 11 Petition filed November 18, 2013



                            *********

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.
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